As filed with the Securities and Exchange Commission on September 14, 2020
Securities Act File No. 333-239402
1940 Act Registration No. 811-4603
U.S. SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[x] Post-Effective Amendment No. 1
(Check appropriate box or boxes)
THRIVENT SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
901 MARQUETTE AVENUE, SUITE 2500
MINNEAPOLIS, MINNESOTA 55402-3211
(Address of Principal Executive Offices)
612-844-7190
(Area Code and Telephone Number)
JOHN D. JACKSON
ASSISTANT SECRETARY
THRIVENT SERIES FUND, INC.
901 MARQUETTE AVENUE, SUITE 2500
MINNEAPOLIS, MINNESOTA 55402-3211
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
No filing fee is due herewith because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares of beneficial interest.
THRIVENT SERIES FUND, INC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Part C – Other Information
Signature Page
Exhibits – The purpose of this filing is to file as exhibits, with respect to the reorganization described in the Registrant’s Registration Statement on Form N-14, filed on June 24, 2020: (i) the opinion and consent of counsel supporting the tax matters and consequences to shareholders of the reorganization, as required by Item 16(12) of Form N-14; and (ii) the executed Agreement and Plan of Reorganization, as required by Item 16(4) of Form N-14. Part C of this Registration Statement has been updated as necessary. Other exhibits for the Registrant are filed herewith, as well.
PART C
OTHER INFORMATION
Item 15. | Indemnification |
Section 4.01 of Registrant’s First Amended and Restated Bylaws contains provisions requiring the indemnification by Registrant of its directors, officers and certain others under certain conditions. If so required, Registrant shall indemnify its trustees, officers or employees for such expenses whether or not there is an adjudication of liability, if, pursuant to Investment Company Act Release 11330, a determination is made that such person is entitled to indemnification by: (i) final decision of the court before which the proceeding was brought; or (ii) in the absence of such a decision, a reasonable determination, based on factual review, that the person is entitled to indemnification is made by: (a) a majority vote of disinterested, independent trustees; or (b) independent legal counsel in a written opinion.
Advancement of expenses incurred in defending such actions may be made pursuant to Release 11330, provided that the person undertakes to repay the advance unless it is ultimately determined that such person is entitled to indemnification and one or more of the following conditions is met: (1) the person provides security for the undertaking; (2) Registrant is insured against losses arising by reason of any lawful advances; or (3) a majority of disinterested non-party trustees or independent legal counsel in a written opinion determines, based on review of readily available facts, that there is reason to believe the person ultimately will be found entitled to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant, pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director or officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of Registrant in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Registrant and its officers, employees, and agents are insured under the fidelity bond required by Rule 17g-1 of the Investment Company Act of 1940.
Item 16. | Exhibits |
Item 17. | Undertakings |
(1) | The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) | The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant in the City of Minneapolis, State of Minnesota, on this 14th day of September, 2020.
THRIVENT SERIES FUND, INC. | ||
/s/ John D. Jackson | ||
John D. Jackson | ||
Assistant Secretary |
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 14th day of September, 2020.
Signature | Title | |||
/s/ David S. Royal | Director and President (Principal Executive Officer) | |||
David S. Royal | ||||
/s/ Gerard V. Vaillancourt | Treasurer (Principal Financial and Accounting Officer) | |||
Gerard V. Vaillancourt | ||||
* | Director | |||
Janice B. Case | ||||
* | Director | |||
Robert J. Chersi | ||||
* | Director | |||
Marc S. Joseph | ||||
* | Director | |||
Paul R. Laubscher | ||||
* | Director | |||
James A. Nussle | ||||
* | Director | |||
Verne O. Sedlacek | ||||
* | Director | |||
Constance L. Souders | ||||
* | Director | |||
Russell W. Swansen |
* | John D. Jackson, by signing his name hereto, does hereby sign this document on behalf of each of the above- named Directors of Thrivent Series Fund, Inc. pursuant to the powers of attorney dated February 26, 2019 and incorporated herein by reference to Post-Effective Amendment No. 62 to the registration statement of Thrivent Series Fund, Inc. file no. 33-3677, filed on April 30, 2019. |
Dated: September 14, 2020 | /s/ John D. Jackson | |||
John D. Jackson | ||||
Attorney-in-Fact |