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August 16, 2019 9:55 AM EDT

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As filed with the Securities and Exchange Commission on August 16, 2019

Securities Act File No. 333-231050

1940 Act Registration No. 811-5075

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 MUTUAL FUNDS

(Exact Name of Registrant as Specified in Charter)

625 FOURTH AVENUE SOUTH

MINNEAPOLIS, MINNESOTA 55415

(Address of Principal Executive Offices)

612-844-7190

(Area Code and Telephone Number)

JOHN D. JACKSON

ASSISTANT SECRETARY

THRIVENT MUTUAL FUNDS

625 FOURTH AVENUE SOUTH

MINNEAPOLIS, MINNESOTA 55415

(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 MUTUAL FUNDS

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

Cover Sheet

Contents of Registration Statement

Part A – Proxy Statement/Prospectus – Incorporated herein by reference to the definitive form of Proxy Statement /Prospectus filed pursuant to Rule 497 under the Securities Act of 1933, as amended (“Securities Act”), on June 6, 2019

Part B – Statement of Additional Information – Incorporated herein by reference to the definitive form of Statement of Additional Information filed pursuant to Rule 497 under the Securities Act on June 6, 2019

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 April 26, 2019: (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.

- 2 -

PART C

OTHER INFORMATION

Item 15. Indemnification

Under Section 12 of Article Seven of Registrant’s Declaration of Trust, Registrant may not indemnify any trustee, officer or employee for expenses (e.g. attorney’s fees, judgements, fines and settlement amounts) incurred in any threatened, pending or completed action, if there has been an adjudication of liability against such person based on a finding of willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties of office (“disabling conduct”). 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 was not liable by reason of disability conduct 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 was not liable for reasons of such conduct 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 liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provision, 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 that 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 trustee, officer or controlling person of Registrant in the successful defense of any action, suit or 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 whether 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


1.1		Declaration of Trust (1)
1.2		Amendment No. 1 to Declaration of Trust (2)
2.		Amended and Restated By laws (6)
3.		Not Applicable
4.		Agreement and Plan of Reorganization (*)
5.		Not Applicable
6.1		Investment Advisory Agreement with Thrivent Asset Management, LLC (3)
6.2		Amendment No. 1 to Investment Advisory Agreement (4)
6.3		Amendment No. 2 to Investment Advisory Agreement (7)
6.4		Amendment No. 3 to Investment Advisory Agreement (7)
6.5		Amendment No. 4 to Investment Advisory Agreement (7)
6.6		Amendment No. 5 to Investment Advisory Agreement (8)
6.7		Amendment No. 6 to Investment Advisory Agreement (9)
6.8		Amendment No. 7 to Investment Advisory Agreement (10)
6.9		Amendment No. 8 to Investment Advisory Agreement (11)
6.10		Amendment No. 9 to Investment Advisory Agreement (12)
6.11		Amendment No. 10 to Investment Advisory Agreement (14)
6.12		Amendment No. 11 to Investment Advisory Agreement (14)


6.13		Amendment No. 12 to Investment Advisory Agreement (15)
6.14		Amendment No. 13 to Investment Advisory Agreement (17)
6.15		Amendment No. 14 to Investment Advisory Agreement (18)
6.16		Amendment No. 15 to Investment Advisory Agreement (20)
6.17		Amendment No. 16 to Investment Advisory Agreement (*)
6.18		Investment Subadvisory Agreement with Goldman Sachs Asset Management, L.P. with respect to Thrivent International Allocation Fund (formerly Thrivent Partner Worldwide Allocation Fund) (5)
6.19		Amendment No. 1 to Investment Subadvisory Agreement with Goldman Sachs Asset Management, L.P. with respect to Thrivent International Allocation Fund (formerly Thrivent Partner Worldwide Allocation Fund) (10)
6.20		Investment Subadvisory Agreement with Aberdeen Asset Management Investment Services Limited with respect to Thrivent International Allocation Fund (formerly Thrivent Partner Worldwide Allocation Fund) (5)
6.21		Amendment No. 1 to Investment Subadvisory Agreement with Aberdeen Asset Managers Limited with respect to Thrivent International Allocation Fund (formerly Thrivent Partner Worldwide Allocation Fund) (9)
6.22		Form of Amendment No. 2 to Investment Subadvisory Agreement with Aberdeen Asset Managers Limited with respect to Thrivent International Allocation Fund (formerly Thrivent Partner Worldwide Allocation Fund) and Thrivent Partner Emerging Markets Equity Fund (12)
6.23		Termination Letter to Aberdeen Asset Managers Limited with respect to Thrivent Partner Emerging Markets Equity Fund (*)
7.1		Distribution Agreement between Thrivent Distributors, LLC and Thrivent Mutual Funds (13)
7.2		Amendment No. 1 to Distribution Agreement (14)
7.3		Amendment No. 2 to Distribution Agreement (15)
7.4		Amendment No. 3 to Distribution Agreement (17)
7.5		Amendment No. 4 to Distribution Agreement (*)
8.		Not Applicable
9.		Master Custodian Agreement with State Street Bank and Trust (16)
10.1		Rule 12b-1 Plan (*)
10.2		Rule 18f-3 Plan (18)
11.		Opinion and Consent of Counsel (19)
12.		Opinion of Counsel supporting tax matters and consequences (*)
13.1		Administrative Services Agreement, effective as of January 1, 2009, between Registrant and Thrivent Asset Management, LLC (6)
13.2		Amendment No. 1 to Administrative Services Agreement (7)
13.3		Amendment No. 2 to Administrative Services Agreement (9)
13.4		Amendment No. 3 to Administrative Services Agreement (10)
13.5		Amendment No. 4 to Administrative Services Agreement (11)
13.6		Amendment No. 5 to Administrative Services Agreement (11)
13.7		Amendment No. 6 to Administrative Services Agreement (14)
13.8		Amendment No. 7 to Administrative Services Agreement (15)
13.8		Amendment No. 8 to Administrative Services Agreement (17)
13.9		Amendment No. 9 to Administrative Services Agreement (18)
13.10		Amendment No. 10 to Administrative Services Agreement (*)
13.11		Amended and Restated Transfer Agency Agreement between Registrant and Thrivent Financial Investor Services Inc. (15)
13.12		Amendment No. 1 to Amended and Restated Transfer Agency Agreement (17)
13.13		Amendment No. 2 to Amended and Restated Transfer Agency Agreement (18)
13.14		Amendment No. 3 to Amended and Restated Transfer Agency Agreement (*)
13.15		Expense Reimbursement Letter Agreement (18)
13.16		Amendment dated May 1, 2019 to Expense Reimbursement Letter Agreement (21)
13.17		Securities Lending Agency Agreement between Registrant and Goldman Sachs Bank USA (16)
13.18		Amended Schedule 1 dated June 25, 2018 to Securities Lending Agency Agreement (17)
13.19		Amended Schedule 1 dated August 9, 2019 to Securities Lending Agency Agreement (*)
14.		Consent of Independent Registered Public Accounting Firm (19)
15.		Not Applicable
16.		Powers of Attorney (19)
17.		Additional Exhibits – Not Applicable

*	Filed herewith


⁽¹⁾		Incorporated by reference from Post-Effective Amendment No.26 to the registration statement of Registrant, file no. 33-12911, filed on June 25, 1998.

⁽²⁾		Incorporated by reference from Post-Effective Amendment No. 52 to the registration statement of Registrant, file no. 33-12911, filed on July 14, 2004.

⁽³⁾		Incorporated by reference from Post-Effective Amendment No. 59 to the registration statement of Registrant, file no. 33-12911, filed on February 22, 2006.

⁽⁴⁾		Incorporated by reference from Post-Effective Amendment No. 62 to the registration statement of Registrant, file no. 33-12911, filed on November 29, 2007.

⁽⁵⁾		Incorporated by reference from Post-Effective Amendment No. 63 to the registration statement of Registrant, file no. 33-12911, filed on February 21, 2008.

⁽⁶⁾		Incorporated by reference from Post-Effective Amendment No. 64 to the registration statement of Registrant, file no. 33-12911, filed on February 27, 2009.

⁽⁷⁾		Incorporated by reference from Post-Effective Amendment No. 65 to the registration statement of Registrant, file no. 33-12911, filed on December 7, 2009.

⁽⁸⁾		Incorporated by reference from Post-Effective Amendment No. 69 to the registration statement of Registrant, file no. 33-12911, filed on February 27, 2012.

⁽⁹⁾		Incorporated by reference from Post-Effective Amendment No. 74 to the registration statement of Registrant, file no. 33-12911, filed on February 26, 2013.

⁽¹⁰⁾		Incorporated by reference from Post-Effective Amendment No. 76 to the registration statement of Registrant, file no. 33-12911, filed on February 27, 2014.

⁽¹¹⁾		Incorporated by reference from Post-Effective Amendment No. 1 of Registrant on Form N-14, file no. 333-204192, filed on October 18, 2015.

⁽¹²⁾		Incorporated by reference from Post-Effective Amendment No. 78 to the registration statement of Registrant, file no. 33-12911, filed on February 27, 2015.

⁽¹³⁾		Incorporated by reference from Post-Effective Amendment No. 81 to the registration statement of Registrant, file no. 33-12911, filed on December 22, 2015.

⁽¹⁴⁾		Incorporated by reference from Post-Effective Amendment No. 85 to the registration statement of Registrant, file no. 33-12911, filed on December 1, 2016.

⁽¹⁵⁾		Incorporated by reference from Post-Effective Amendment No. 88 to the registration statement of Registrant, file no. 33-12911, filed on December 11, 2017.

⁽¹⁶⁾		Incorporated by reference from Post-Effective Amendment No. 89 to the registration statement of Registrant, file no. 33-12911, filed on February 28, 2018.

⁽¹⁷⁾		Incorporated by reference from Post-Effective Amendment No. 1 of Registrant on Form N-14, file no. 333-224009, filed on July 3, 2018.

⁽¹⁸⁾		Incorporated by reference from Post-Effective Amendment No. 91 to the registration statement of Registrant, file no. 33-12911, filed on February 28, 2019.

⁽¹⁹⁾		Incorporated by reference from initial registration statement of Registrant on Form N-14, file no. 333-231050, filed on April 26, 2019.

⁽²⁰⁾		Incorporated by reference from Post-Effective Amendment No. 93 to the registration statement of Registrant, file no. 33-12911, filed on May 1, 2019.

⁽²¹⁾		Incorporated by reference from Post-Effective Amendment No. 94 to the registration statement of Registrant, file no. 33-12911, filed on May 10, 2019.

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

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on this 16th day of August, 2019.


		THRIVENT MUTUAL FUNDS

		/s/ John D. Jackson
		John D. Jackson
		Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on this 16th day of August, 2019.


Signature				Title

/s/ David S. Royal				Trustee and President (Principal Executive Officer)
David S. Royal

/s/ Gerard V. Vaillancourt				Treasurer (Principal Financial and Accounting Officer)
Gerard V. Vaillancourt

*				Trustee
Janice B. Case

*				Trustee
Robert J. Chersi

*				Trustee
Marc S. Joseph

*				Trustee
Paul R. Laubscher

*				Trustee
James A. Nussle

*				Trustee
Verne O. Sedlacek

*				Trustee
Constance L. Souders

*				Trustee
Russell W. Swansen

* John D. Jackson, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Trustees and Officers of Thrivent Mutual Funds pursuant to the powers of attorney duly executed by such persons and filed herewith.


Dated: August 16, 2019		/s/ John D. Jackson
		John D. Jackson
		Attorney-in-Fact

INDEX TO EXHIBITS


4.		Agreement and Plan of Reorganization
6.17		Amendment No. 16 to Investment Advisory Agreement
6.23		Termination Letter to Aberdeen Asset Managers Limited with respect to Thrivent Partner Emerging Markets Equity Fund
7.5		Amendment No. 4 to Distribution Agreement
10.1		Rule 12b-1 Plan
12.		Opinion of Counsel supporting tax matters and consequences
13.10		Amendment No. 10 to Administrative Services Agreement
13.14		Amendment No. 3 to Amended and Restated Transfer Agency Agreement
13.19		Amended Schedule 1 dated August 9, 2019 to Securities Lending Agency Agreement

Exhibit 4

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the “Agreement”) is made as of July 30, 2019 by Thrivent Mutual Funds (the “Trust”), a Massachusetts business trust, on behalf of its series, Thrivent International Allocation Fund (the “Acquiring Fund”) and Thrivent Partner Emerging Markets Equity Fund (the “Target Fund”). Thrivent Financial for Lutherans is also party to the Agreement solely for purposes of Section 3.F.

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Trust, on behalf of each of the Acquiring Fund and the Target Fund, has determined that entering into this Agreement whereby the Target Fund would transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund, is in the best interests of the shareholders of their respective Trust; and

WHEREAS, the parties intend that this transaction qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”);

NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Plan of Transaction.

A. Transfer of Assets. Upon satisfaction of the conditions precedent set forth in Sections 7 and 8 hereof, the Target Fund will convey, transfer and deliver to the Acquiring Fund at the closing, provided for in Section 2 hereof, all of the existing assets of the Target Fund (including accrued interest to the Closing Date) (as defined below), free and clear of all liens, encumbrances and claims whatsoever (the assets so transferred collectively being referred to as the “Assets”).

B. Consideration. In consideration thereof, the Acquiring Fund agrees that the Acquiring Fund at the closing will deliver to the Target Fund, full and fractional Class A and Class S Shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund having net asset values per share calculated as provided in Section 3(A) hereof, in an amount equal to the aggregate dollar value of the Assets determined pursuant to Section 3(A) hereof net of any liabilities of the Target Fund described in Section 3(E) hereof (the “Liabilities”) (collectively, the “Acquiring Fund Shares”). The calculation of full and fractional Acquiring Fund Shares to be exchanged shall be carried out to no less than two (2) decimal places. All Acquiring Fund Shares delivered to the Target Fund in exchange for such Assets shall be delivered at net asset value without sales load, commission or other transactional fees being imposed.

2.	Closing of the Transaction.

A. Closing Date. The closing shall occur within thirty (30) business days after the later of the receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Target Fund at which this Agreement will be considered and approved, or such later date as soon as practicable thereafter, as the parties may mutually agree (the “Closing Date”). On the Closing Date, the Acquiring Fund shall deliver to the Target Fund the Acquiring Fund Shares in the amount determined pursuant to Section 1(B) hereof and the Target Fund thereafter shall, in order to effect the distribution of such shares to the Target Fund shareholders, instruct the Acquiring Fund to register the pro rata interest in the Acquiring Fund Shares (in full and fractional shares) of each of the holders of record of Class A and Class S Shares of the Target Fund in accordance with their holdings of shares of the Target Fund and shall provide as part of such instruction a complete and updated list of such holders (including addresses and taxpayer identification numbers), and the Acquiring Fund agrees promptly to comply with said instruction. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety or correctness of such instruction, but shall assume that such instruction is valid, proper and correct.

3.	Procedure for Reorganization.

A. Valuation. The value of the Assets and Liabilities of the Target Fund to be transferred and assumed, respectively, by the Acquiring Fund shall be computed as of the Closing Date, in the manner set forth in the most recent Prospectus and Statement of Additional Information of the Acquiring Fund (collectively, the “Acquiring Fund Prospectus”), copies of which have been delivered to the Target Fund.

B. Delivery of Fund Assets. The Assets shall be delivered to State Street Bank and Trust Company as Custodian for the Acquiring Fund or such other custodian as designated by the Acquiring Fund (collectively the “Custodian”) for the benefit of the Acquiring Fund, duly endorsed in proper form for transfer in such condition as to constitute a good delivery thereof, free and clear of all liens, encumbrances and claims whatsoever, in accordance with the custom of brokers, and shall be accompanied by all necessary state stock transfer stamps, if any, the cost of which shall be borne by the Target Fund and the Acquiring Fund, in proportion to their respective declines in total operating expenses, if any.

C. Failure to Deliver Securities. If the Target Fund is unable to make delivery pursuant to Section 3(B) hereof to the Custodian of any of the securities of the Target Fund for the reason that any such securities purchased by the Target Fund have not yet been delivered it by the Target Fund’s broker or brokers, then, in lieu of such delivery, the Target Fund shall deliver to the Custodian, with respect to said securities, executed copies of an agreement of assignment and due bills executed on behalf of such broker or brokers, together with such other documents as may be required by the Acquiring Fund or Custodian, including brokers’ confirmation slips.

D. Shareholder Accounts. The Acquiring Fund, in order to assist the Target Fund in the distribution of the Acquiring Fund Shares to the Target Fund shareholders after delivery of the Acquiring Fund Shares to the Target Fund, will establish pursuant to the request of the Target Fund an open account with the Acquiring Fund for each shareholder of the Target Fund and, upon request by the Target Fund, shall transfer to such accounts, the exact number of Acquiring Fund Shares then held by the Target Fund specified in the instruction provided pursuant to Section 2 hereof.

E. Liabilities. The Liabilities shall include all of the Target Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement. The Target Fund will discharge all of its Liabilities prior to or on the Closing Date.

F. Expenses. In the event that the transactions contemplated herein are consummated, Thrivent Financial for Lutherans (or an affiliate thereof) shall pay the expenses of the Reorganization, including the costs of the special meeting of shareholders of the Target Fund. In addition, as part of the Reorganization, the Target Fund will write off its remaining unamortized organizational expenses, if any, which shall be reimbursed by Thrivent Financial for Lutherans (or an affiliate thereof). The Acquiring Fund shall bear expenses associated with the qualification of shares of the Acquiring Fund for sale in the various states. In addition, to the extent that any transition of Fund securities is required in connection with the Reorganization, the respective Fund may incur transaction expenses associated with the sale and purchase of Fund securities. In the event that the transactions contemplated herein are not consummated for any reason, then all reasonable outside expenses incurred to the date of termination of this Agreement shall be borne by Thrivent Financial for Lutherans (or an affiliate thereof).

G. Dissolution. As soon as practicable after the Closing Date but in no event later than one year after the Closing Date, the Target Fund shall voluntarily dissolve and completely liquidate by taking, in accordance with the laws of the Commonwealth of Massachusetts and federal securities laws, all steps as shall be necessary and proper to effect a complete liquidation and dissolution of the Target Fund. Immediately after the Closing Date, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

4.	Representations and Warranties of the Target Fund.

The Target Fund hereby represents and warrants to the Acquiring Fund, which representations and warranties are true and correct on the date hereof, and agrees with the Acquiring Fund that:

A. Organization. The Trust is a trust, with transferable shares, duly organized, validly existing and in good standing in conformity with the laws of its jurisdiction of organization. The Target Fund is a separate series of the Trust duly organized in accordance with the applicable provisions of the Articles of Incorporation of the Trust, as amended through the date hereof (the “Articles of Incorporation”). The Trust and the Target Fund are qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Target Fund. The Trust and the Target Fund have all material federal, state and local authorizations necessary to own all of its properties and assets and to carry on its business as

now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Target Fund.

B. Registration. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and such registration has not been revoked or rescinded. The Target Fund is in compliance in all material respects with the 1940 Act, and the rules and regulations thereunder with respect to its activities. All of the outstanding common shares of beneficial interest of the Target Fund have been duly authorized and are validly issued, fully paid and non-assessable and not subject to pre-emptive or dissenters’ rights.

C. Audited Financial Statements. The statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets of the Target Fund audited as of and for the year ended October 31, 2018, true and complete copies of which have been heretofore furnished to the Acquiring Fund, fairly represent the financial condition and the results of operations of the Target Fund as of and for their respective dates and periods in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved.

D. Unaudited Financial Statements. The Target Fund shall furnish to the Acquiring Fund within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of the Target Fund’s operations as of, and for the periods ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved and the results of its operations and changes in financial position for the period then ended; and such financial statements shall be certified by the Treasurer of the Target Fund as complying with the requirements hereof.

E. Contingent Liabilities. There are, and as of the Closing Date will be, no contingent liabilities of the Target Fund not discharged pursuant to Section 3(E), and there are no legal, administrative, or other proceedings pending or, to its knowledge, threatened against the Target Fund which would, if adversely determined, materially affect the Target Fund’s financial condition. All liabilities were incurred by the Target Fund in the ordinary course of its business.

F. Material Agreements. The Target Fund is in compliance with all material agreements, rules, laws, statutes, regulations and administrative orders affecting its operations or its assets; and except as referred to in the most recent Prospectus and Statement of Additional Information of the Target Fund (collectively, the “Target Fund Prospectus”), there are no material agreements outstanding relating to the Target Fund to which the Target Fund is a party.

G. Statement of Earnings. As promptly as practicable, but in any case no later than 30 calendar days after the Closing Date, the Target Fund shall furnish the Acquiring Fund with a statement of the earnings and profits of the Target Fund within the meaning of the Code as of the Closing Date.

H. Tax Returns. At the date hereof and on the Closing Date, all federal and other material tax returns and reports of the Target Fund required by law to have been filed by such dates shall have been filed, and all federal and other taxes shown thereon shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Target Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to any such return.

I. Necessary Authority. The Trust on behalf of the Target Fund has the necessary power to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the Board on behalf of the Target Fund, and except for obtaining approval of the Target Fund shareholders, no other corporate acts or proceedings by the Trust on behalf of the Target Fund are necessary to authorize this Agreement and the transactions contemplated herein. This Agreement has been duly executed and delivered by the Trust on behalf of the Target Fund and constitutes a valid and binding obligation of the Target Fund enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law).

J. No Violation, Consents and Approvals. The execution, delivery and performance of this Agreement by the Trust on behalf of the Target Fund does not and will not (i) result in a material violation of any provision of the Trust’s or the Target Fund’s organizational documents, (ii) violate any statute, law, judgment, writ, decree, order, regulation or rule of any court or governmental authority applicable to the Target Fund, (iii) result in a material violation or breach of, or constitute a default under any material contract, indenture, mortgage, loan agreement, note, lease or other instrument or obligation to which the Target Fund is subject, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Target Fund. Except as have been obtained, (i) no consent, approval, authorization, order or filing with or notice to any court or governmental authority or agency is required for the consummation by the Target Fund of the transactions contemplated by this Agreement and (ii) no consent of or notice to any third party or entity is required for the consummation by the Target Fund of the transactions contemplated by this Agreement.

K. Absence of Changes. From the date of this Agreement through the Closing Date, there shall not have been:

any change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Target Fund, other than changes in the ordinary course of its business, or any pending or threatened litigation, which has had or may have a material adverse effect on such business, results of operations, assets, financial condition or manner of conducting business;

ii.

issued by the Target Fund any option to purchase or other right to acquire shares of the Target Fund to any person other than subscriptions to purchase shares at net asset value in accordance with terms in the Target Fund Prospectus;

iii.

any entering into, amendment or termination of any contract or agreement by the Target Fund, except as otherwise contemplated by this Agreement;

iv.

any indebtedness incurred, other than in the ordinary course of business, by the Target Fund for borrowed money or any commitment to borrow money entered into by the Target Fund;

any amendment of the Trust’s or the Target Fund’s organizational documents; or

vi.

any grant or imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business with respect to covered options) upon any asset of the Target Fund other than a lien for taxes not yet due and payable.

L. Title. On the Closing Date, the Target Fund will have good and marketable title to the Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities whatsoever, other than a lien for taxes not yet due and payable, and full right, power and authority to sell, assign, transfer and deliver such Assets; upon delivery of such Assets, the Acquiring Fund will receive good and marketable title to such Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities whatsoever, other than a lien for taxes not yet due and payable.

M. Prospectus/Proxy Statement. The Registration Statement on Form N-14 of the Trust (the “Registration Statement”) and the Prospectus/Proxy Statement contained therein (the “Prospectus/Proxy Statement”), as of the effective date of the Registration Statement, and at all times subsequent thereto up to and including the Closing Date, as amended or as supplemented if it shall have been amended or supplemented, conform and will conform as they relate to the Target Fund, in all material respects, to the applicable requirements of the applicable federal and state securities laws and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, and do not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representations or warranties in this Section 4(M) apply to statements or omissions made in reliance upon and in conformity with written information concerning the Acquiring Fund furnished to the Target Fund by the Acquiring Fund.

N. Tax Qualification. The Target Fund has qualified as a regulated investment company within the meaning of Section 851 of the Code for each of its taxable years; and has satisfied the distribution requirements imposed by Section 852 of the Code for each of its taxable years.

5.	Representations and Warranties of the Acquiring Fund.

The Acquiring Fund hereby represents and warrants to the Target Fund, which representations and warranties are true and correct on the date hereof, and agrees with the Target Fund that:

A. Organization. The Trust is duly formed and in good standing under the laws of the state of its organization and is duly authorized to transact business in the state of its organization. The Acquiring Fund is a separate series of the Trust duly organized in accordance with the applicable provisions of the Articles of Incorporation. The Trust and the Acquiring are qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquiring Fund. The Trust and the Acquiring Fund have all material federal, state and local authorizations necessary to own all of its properties and assets and to carry on its business and the business thereof as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund.

B. Registration. The Trust is registered under the 1940 Act as an open-end management investment company and such registration has not been revoked or rescinded. The Acquiring Fund is in compliance in all material respects with the 1940 Act, and the rules and regulations thereunder with respect to its activities. All of the outstanding shares of common stock of the Acquiring Fund have been duly authorized and are validly issued, fully paid and non-assessable and not subject to pre-emptive or dissenters’ rights.

C. Audited Financial Statements. The statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets of the Acquiring Fund audited as of and for the year ended October 31, 2018, true and complete copies of which have been heretofore furnished to the Target Fund, fairly represent the financial condition and the results of operations of the Acquiring Fund as of and for their respective dates and periods in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved.

D. Unaudited Financial Statements. The Acquiring Fund shall furnish to the Target Fund within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of its operations as of, and for the period ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the period involved and the results of its operations and changes in financial position for the periods then ended; and such financial statements shall be certified by the Treasurer of the Acquiring Fund as complying with the requirements hereof.

E. Contingent Liabilities. There are, and as of the Closing Date will be, no contingent liabilities of the Acquiring Fund not disclosed in the financial statements delivered pursuant to Sections 5(C) and 5(D) hereof which would materially affect the Acquiring Fund’s financial condition, and there are no legal, administrative, or other proceedings pending or, to its knowledge, threatened against the Acquiring Fund which would, if adversely determined, materially affect the Acquiring Fund’s financial condition. All liabilities were incurred by the Acquiring Fund in the ordinary course of its business.

F. Material Agreements. The Acquiring Fund is in compliance with all material agreements, rules, laws, statutes, regulations and administrative orders affecting its operations or its assets; and, except as referred to in the Acquiring Fund Prospectus there are no material agreements outstanding relating to the Acquiring Fund to which the Acquiring Fund is a party.

G. Tax Returns. At the date hereof and on the Closing Date, all federal and other material tax returns and reports of the Acquiring Fund required by law to have been filed by such dates shall have been filed, and all federal and other taxes shown thereon shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to any such return.

H. Necessary Authority. The Trust on behalf of the Acquiring Fund has the necessary power to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the Board on behalf of the Acquiring Fund, no other corporate acts or proceedings by the Acquiring Fund are necessary to authorize this Agreement and the transactions contemplated herein. This Agreement has been duly executed and delivered by

the Trust on behalf of the Acquiring Fund and constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by general principals of equity (regardless of whether enforcement is sought in a proceeding at equity or law).

I. No Violation; Consents and Approvals. The execution, delivery and performance of this Agreement by Trust on behalf of the Acquiring Fund does not and will not (i) result in a material violation of any provision of Trust’s or the Acquiring Fund’s organizational documents, (ii) violate any statute, law, judgment, writ, decree, order, regulation or rule of any court or governmental authority applicable to the Acquiring Fund, (iii) result in a material violation or breach of, or constitute a default under any material contract, indenture, mortgage, loan agreement, note, lease or other instrument or obligation to which the Acquiring Fund is subject, or (iv) result in the creation or imposition or any lien, charge or encumbrance upon any property or assets of the Acquiring Fund. Except as have been obtained, (i) no consent, approval, authorization, order or filing with or notice to any court or governmental authority or agency is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement and (ii) no consent of or notice to any third party or entity is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement.

J. Absence of Proceedings. There are no legal, administrative or other proceedings pending or, to its knowledge, threatened against the Acquiring Fund which would materially affect its financial condition.

K. Acquiring Fund Shares: Registration. The Acquiring Fund Shares to be issued pursuant to Section 1 hereof will be duly registered under the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state securities laws.

L. Acquiring Fund Shares: Authorization. The Acquiring Fund Shares to be issued pursuant to Section 1 hereof have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will not be subject to pre-emptive or dissenters’ rights and will conform in all material respects to the description thereof contained in the Acquiring Fund’s Prospectus furnished to the Target Fund.

M. Absence of Changes. From the date hereof through the Closing Date, there shall not have been any change in the business, results of operations, assets or financial condition or the manner of conducting the business of the Acquiring Fund, other than changes in the ordinary course of its business, which has had a material adverse effect on such business, results of operations, assets, financial condition or manner of conducting business.

N. Registration Statement. The Registration Statement and the Prospectus/Proxy Statement as of the effective date of the Registration Statement, and at all times subsequent thereto up to and including the Closing Date, as amended or as supplemented if they shall have been amended or supplemented, conforms and will conform, as they relate to the Acquiring Fund, in all material respects, to the applicable requirements of the applicable federal securities laws and the rules and regulations of the SEC thereunder, and do not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representations or warranties in this Section 5 apply to statements or omissions made in reliance upon and in conformity with written information concerning the Target Fund furnished to the Acquiring Fund by the Target Fund.

O. Tax Qualification. The Acquiring Fund has qualified as a regulated investment company within the meaning of Section 851 of the Code for each of its taxable years; and has satisfied the distribution requirements imposed by Section 852 of the Code for each of its taxable years.

6.	Covenants.

During the period from the date of this Agreement and continuing until the Closing Date, the Target Fund and Acquiring Fund agree as follows (except as expressly contemplated or permitted by this Agreement):

A. Other Actions. The Target Fund and Acquiring Fund shall operate only in the ordinary course of business consistent with prior practice. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.

B. Government Filings; Consents. The Trust shall file all reports required to be filed by the Target Fund and Acquiring Fund with the SEC between the date of this Agreement and the Closing Date and the Target Fund and Acquiring Fund shall deliver to the other party copies of all such reports promptly after the same are filed. Except

where prohibited by applicable statutes and regulations, each party shall promptly provide the other (or its counsel) with copies of all other filings made by such party with any state, local or federal government agency or entity in connection with this Agreement or the transactions contemplated hereby. Each of the Target Fund and the Acquiring Fund shall use all reasonable efforts to obtain all consents, approvals and authorizations required in connection with the consummation of the transactions contemplated by this Agreement and to make all necessary filings with the appropriate federal and state officials.

C. Preparation of the Registration Statement and the Prospectus/Proxy Statement. In connection with the Registration Statement and the Prospectus/Proxy Statement, each party hereto will cooperate with the other and furnish to the other the information relating to the Target Fund or Acquiring Fund, as the case may be, required by the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations thereunder, to be set forth in the Registration Statement or the Prospectus/Proxy Statement. The Target Fund shall promptly prepare the Prospectus/Proxy Statement and the Acquiring Fund shall promptly prepare and file with the SEC the Registration Statement, in which the Prospectus/Proxy Statement will be included as a prospectus. In connection with the Registration Statement, insofar as it relates to the Target Fund and its affiliated persons, the Acquiring Fund shall only include such information as is approved by the Target Fund for use in the Registration Statement. The Acquiring Fund shall not amend or supplement any such information regarding the Target Fund and such affiliates without the prior written consent of the Target Fund which consent shall not be unreasonably withheld or delayed. The Acquiring Fund shall promptly notify and provide the Target Fund with copies of all amendments or supplements filed with respect to the Registration Statement. The Acquiring Fund shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. The Acquiring Fund shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Acquiring Fund Shares in the transactions contemplated by this Agreement, and the Target Fund shall furnish all information concerning the Target Fund and the holders of the Target Fund’s shares as may be reasonably requested in connection with any such action.

D. Access to Information. During the period prior to the Closing Date, the Target Fund shall make available to the Acquiring Fund a copy of each report, schedule, registration statement and other document (the “Documents”) filed or received by it during such period pursuant to the requirements of federal or state securities laws (other than Documents which such party is not permitted to disclose under applicable law). During the period prior to the Closing Date, the Acquiring Fund shall make available to the Target Fund each Document pertaining to the transactions contemplated hereby filed or received by it during such period pursuant to federal or state securities laws (other than Documents which such party is not permitted to disclose under applicable law).

E. Shareholder Meetings. The Target Fund shall call a meeting of the Target Fund shareholders to be held as promptly as practicable for the purpose of voting upon the approval of this Agreement and the transactions contemplated herein, and shall furnish a copy of the Prospectus/Proxy Statement and proxy card to each shareholder of the Target Fund as of the record date for such meeting of shareholders. The Board shall recommend to the Target Fund shareholders approval of this Agreement and the transactions contemplated herein, subject to fiduciary obligations under applicable law.

F. Portfolios. The Target Fund and Acquiring Fund covenant and agree to dispose of certain assets prior to the Closing Date, but only if and to the extent necessary, so that at Closing, when the Assets are added to the Acquiring Fund’s portfolio, the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions, as set forth in the Acquiring Fund’s Prospectus, a copy of which has been delivered to the Target Fund. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any portion of the Assets if, in the reasonable judgment of the Target Fund’s Directors or investment adviser, such disposition would create more than an insignificant risk that the Reorganization would not be treated as a “reorganization” described in Section 368(a) of the Code.

G. Distribution of Shares. The Target Fund covenants that at closing it shall cause to be distributed the Acquiring Fund Shares in the proper pro rata amount for the benefit of Target Fund’s shareholders and that the Target Fund shall not continue to hold amounts of said shares so as to cause a violation of Section 12(d)(1) of the 1940 Act. The Target Fund covenants to use all reasonable efforts to cooperate with the Acquiring Fund and the Acquiring Fund’s transfer agent in the distribution of said shares. The Target Fund covenants further that, pursuant to Section 3(G) hereof, it shall liquidate and dissolve as promptly as practicable after the Closing Date.

H. Brokers or Finders. Except as disclosed in writing to the other party prior to the date hereof, each of the Target Fund and the Acquiring Fund represents that no agent, broker, investment banker, financial advisor or other firm or person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement, and each party shall hold the other harmless from and against any and all claims, liabilities or obligations with respect to any such fees, commissions or expenses asserted by any person to be due or payable in connection with any of the transactions contemplated by this Agreement on the basis of any act or statement alleged to have been made by such first party or its affiliate.

I. Additional Agreements. In case at any time after the Closing Date any further action is necessary or desirable in order to carry out the purposes of this Agreement, the proper directors and officers of each party to this Agreement shall take all such necessary action.

J. Public Announcements. For a period of time from the date of this Agreement to the Closing Date, the Target Fund and the Acquiring Fund will consult with each other before issuing any press releases or otherwise making any public statements with respect to this Agreement or the transactions contemplated herein and shall not issue any press release or make any public statement prior to such consultation, except as may be required by law.

K. Tax Status of Reorganization. The intention of the parties is that the transactions contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquiring Fund nor the Target Fund shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the Acquiring Fund and the Target Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Reed Smith LLP (“Reed Smith”), special counsel to the Acquiring Fund and the Target Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by Reed Smith).

L. Declaration of Dividend. At or immediately prior to the Closing Date, the Target Fund shall declare and pay to its stockholders a dividend or other distribution in an amount large enough so that it will have distributed substantially all (and in any event not less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.

7.	Conditions to Obligations of the Target Fund.

The obligations of the Target Fund hereunder with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions, unless waived in writing by the Target Fund:

A. Shareholder Approval. This Agreement and the transactions contemplated herein shall have been approved by the affirmative vote of a “Majority of the Outstanding Voting Securities” (as defined in the Articles of Incorporation) of the Target Fund.

B. Representations, Warranties and Agreements. Each of the representations and warranties of the Acquiring Fund contained herein shall be true in all material respects as of the Closing Date, there shall have been no material adverse change in the financial condition, results of operations, business properties or assets of the Acquiring Fund as of the Closing Date, and the Target Fund shall have received a certificate of an authorized officer of the Acquiring Fund satisfactory in form and substance to the Target Fund so stating. The Acquiring Fund shall have performed and complied in all material respects with all agreements, obligations and covenants required by this Agreement to be so performed or complied with by it on or prior to the Closing Date.

C. Registration Statement Effective. The Registration Statement shall have become effective and no stop orders under the Securities Act pertaining thereto shall have been issued.

D. Regulatory Approval. All necessary approvals, registrations, and exemptions under federal and state securities laws shall have been obtained.

E. No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (an “Injunction”)

preventing the consummation of the transactions contemplated by this Agreement shall be in effect, nor shall any proceeding by any state, local or federal government agency or entity seeking any of the foregoing be pending. There shall not have been any action taken or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement, which makes the consummation of the transactions contemplated by this Agreement illegal or which has a material adverse effect on business operations of the Acquiring Fund.

F. Tax Opinion. The Target Fund shall have obtained an opinion from Reed Smith, special counsel for the Target Fund, dated as of the Closing Date, addressed to the Target Fund, that the consummation of the transactions set forth in this Agreement comply with the requirements of a reorganization as described in Section 368(a) of the Code. Such opinion shall be based on customary assumptions and such representations as Reed Smith may reasonably request and the Target Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations.

G. Officer Certificates. The Target Fund shall have received a certificate of an authorized officer of the Acquiring Fund, dated as of the Closing Date, certifying that the representations and warranties set forth in Section 5 are true and correct on the Closing Date, together with certified copies of the resolutions adopted by the Board on behalf of the Acquiring Fund.

8.	Conditions to Obligations of the Acquiring Fund.

The obligations of the Acquiring Fund hereunder with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions, unless waived in writing by the Acquiring Fund:

A. Representations, Warranties, and Agreements. Each of the representations and warranties of the Target Fund contained herein shall be true in all material respects as of the Closing Date, there shall have been no material adverse change in the financial condition, results of operations, business, properties or assets of the Target Fund as of the Closing Date, and the Acquiring Fund shall have received a certificate of an authorized officer of the Target Fund satisfactory in form and substance to the Acquiring Fund so stating. The Target Fund shall have performed and complied in all material respects with all agreements, obligations and covenants required by this Agreement to be so performed or complied with by them on or prior to the Closing Date.

B. Registration Statement Effective. The Registration Statement shall have become effective and no stop orders under the Securities Act pertaining thereto shall have been issued.

C. Regulatory Approval. All necessary approvals, registrations, and exemptions under federal and state securities laws shall have been obtained.

D. No Injunctions or Restrains; Illegality. No Injunction preventing the consummation of the transactions contemplated by this Agreement shall be in effect, nor shall any proceeding by any state, local or federal government agency or entity seeking any of the foregoing be pending. There shall not have been any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement, which makes the consummation of the transactions contemplated by this Agreement illegal.

E. Tax Opinion. The Acquiring Fund shall have obtained an opinion from Reed Smith, special counsel for the Acquiring Fund, dated as of the Closing Date, addressed to the Acquiring Fund, that the consummation of the transactions set forth in this Agreement comply with the requirements of a reorganization as described in Section 368(a) of the Code. Such opinion shall be based on customary assumptions and such representations as Reed Smith may reasonably request and the Target Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations.

F. Shareholder List. The Target Fund shall have delivered to the Acquiring Fund an updated list of all shareholders of the Target Fund, as reported by the Target Fund’s transfer agent, as of one (1) business day prior to the Closing Date with each shareholder’s respective holdings in the Target Fund, taxpayer identification numbers, Form W9 and last known address.

G. Officer Certificates. The Acquiring Fund shall have received a certificate of an authorized officer of the Target Fund, dated as of the Closing Date, certifying that the representations and warranties set forth in Section 4

hereof are true and correct on the Closing Date, together with certified copies of the resolutions adopted by the Board on behalf of the Target Fund and by Target Fund shareholders.

9.	Amendment, Waiver and Termination.

A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Fund and the Acquiring Fund, amend this Agreement at any time before or after approval thereof by the shareholders of the Target Fund; provided, however, that after receipt of Target Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Fund’s shareholder approval thereof.

B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date:

by the consent of the Board on behalf of each of the Target Fund and the Acquiring Fund;

ii.

by the Target Fund, if the Acquiring Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement;

iii.

by the Acquiring Fund, if the Target Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement;

iv.

by either the Target Fund or the Acquiring Fund, if the Closing has not occurred on or prior to December 31, 2019 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(iv) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date);

by the Acquiring Fund in the event that: (a) all the conditions precedent to the Target Fund’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Fund gives the Target Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring Fund’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 2019; or

vi.

by the Target Fund in the event that: (a) all the conditions precedent to the Acquiring Fund’s obligation to close, as set forth in Section 8 hereof have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Fund gives the Acquiring Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all the conditions precedent to the Target Fund’s obligation to close, as set forth in Section 7 hereof; and (c) the Acquiring Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 2019.

10.

Remedies.

In the event of termination of this Agreement by either or both of the Target Fund and Acquiring Fund pursuant to Section 9(C) hereof, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall therefore terminate and become void and have no effect, and the transactions contemplated herein and thereby shall be abandoned, without further action by the parties hereto.

11.

Survival of Warranties and Indemnification.

A. Survival. The representations and warranties included or provided for herein, or in the schedules or other instruments delivered or to be delivered pursuant hereto, shall survive the Closing Date for a three (3) year period except that any representation or warranty with respect to taxes shall survive for the expiration of the statutory period of limitations for assessments of tax deficiencies as the same may be extended from time to time by the taxpayer. The

covenants and agreements included or provided for herein shall survive and be continuing obligations in accordance with their terms. The period for which a representation, warranty, covenant or agreement survives shall be referred to hereinafter as the “Survival Period.” Notwithstanding anything set forth in the immediately preceding sentence, the right of the Acquiring Fund and the Target Fund to seek indemnity pursuant to this Agreement shall survive for a period of ninety (90) days beyond the expiration of the Survival Period of the representation, warranty, covenant or agreement upon which indemnity is sought. In no event shall the Acquiring Fund or the Target Fund be obligated to indemnify the other if indemnity is not sought within ninety (90) days of the expiration of the applicable Survival Period.

B. Indemnification. Each party (an “Indemnitor”) shall indemnify and hold the other and its directors, officers, agents and persons controlled by or controlling any of them (each an “Indemnified Party”) harmless from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, deficiencies, taxes, assessments, charges, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees), including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by such Indemnified Party in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnified Party may be or may have been involved as a party or otherwise or with which such Indemnified Party may be or may have been threatened (collectively, the “Losses”) arising out of or related to any claim of a breach of any representation, warranty or covenant made herein by the Indemnitor, provided, however, that no Indemnified Party shall be indemnified hereunder against any Losses arising directly from such Indemnified Party’s (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnified Party’s position.

C. Indemnification Procedure. The Indemnified Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought hereunder. The Indemnified Party shall give written notice to the Indemnitor within the earlier of ten (10) days of receipt of written notice to the Indemnified Party or thirty (30) days from discovery by the Indemnified Party of any matters which may give rise to a claim for indemnification or reimbursement under this Agreement. The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the expiration of the Survival Period. At any time after ten (10) days from the giving of such notice, the Indemnified Party may, at its option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that the Indemnitor intends, at the Indemnitor’s sole cost and expense, to assume the defense of any such matter, in which case the Indemnified Party shall have the right, at no cost or expense to the Indemnitor, to participate in such defense. If the Indemnitor does not assume the defense of such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor’s prior written consent to any payment or settlement of any such claim. The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not assume the defense, the Indemnified Party shall keep Indemnitor apprised at all times as to the status of the defense. Following indemnification as provided for hereunder, the Indemnitor shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.

12.

Survival.

The provisions set forth in Sections 10, 11 and 16 hereof shall survive the termination of this Agreement for any cause whatsoever.

13.

Notices.

All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally or sent by registered mail or certified mail, postage prepaid. Notice to the Target Fund shall be addressed to the Target Fund c/o Thrivent Mutual Funds, 625 Fourth Avenue South, Minneapolis, Minnesota 55415, Attention: Chief Legal Officer, or at such other address as the Target Fund may designate by written notice to the Acquiring Fund. Notice to the Acquiring Fund shall be addressed to the Acquiring Fund c/o Thrivent Mutual Funds, 625 Fourth Avenue South, Minneapolis, Minnesota 55415, Attention: Chief Legal Officer, or at such other address and to the attention of such

other person as the Acquiring Fund may designate by written notice to the Target Fund. Any notice shall be deemed to have been served or given as of the date such notice is delivered personally or mailed.

14.

Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall not be assigned by any party without the prior written consent of the other party hereto.

15.

Books and Records.

All books and records of the Target Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date.

16.

General.

This Agreement supersedes all prior agreements between the parties (written or oral), is intended as a complete and exclusive statement of the terms of the Agreement between the parties and may not be amended, modified or changed, or terminated orally. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by the Trust on behalf of the Target Fund and by the Trust on behalf of the Acquiring Fund and delivered to each of the parties hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is for the sole benefit of the parties hereto, and nothing in this Agreement, expressed or implied, is intended to confer upon any other person any rights or remedies under or by reason of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to principles of conflicts or choice of law.

17.

Limitation of Liability.

It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Directors, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the property of the Trust, as provided in the Articles of Incorporation. The execution and delivery of this Agreement have been authorized by the Directors and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Directors nor such execution and delivery by such officer shall be deemed to have been made by any of them personally, but shall bind only the property of the Trust as provided in the Articles of Incorporation. The obligations of any series of the Trust hereunder shall be the exclusive obligation of that series and the parties hereto can only look to the assets of that series to satisfy any debt or obligation incurred by that series hereunder.

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first written above.


		Thrivent Mutual Funds On Behalf of Its Series, Thrivent Partner Emerging Markets Equity Fund

		/s/ David S. Royal
		Name: David S. Royal Title: President and Chief Investment Officer

Attest:

/s/ John D. Jackson
Name: John D. Jackson Title: Assistant Secretary

		Thrivent Mutual Funds On Behalf of Its Series, Thrivent International Allocation Fund

		/s/ David S. Royal
		Name: David S. Royal Title: President and Chief Investment Officer

Attest:

/s/ John D. Jackson
Name: John D. Jackson Title: Assistant Secretary

		Thrivent Financial for Lutherans (solely for purposes of Section 3.F.)

		/s/ David S. Royal
		Name: David S. Royal Title: Chief Investment Officer

Attest:

/s/ John D. Jackson
Name: John D. Jackson Title: Senior Counsel

Exhibit 6.17

AMENDMENT NO. 16

TO INVESTMENT ADVISORY AGREEMENT

(Thrivent Mutual Funds)

Thrivent Mutual Funds (“TMF”) and Thrivent Asset Management, LLC (“TAM”) hereby agree that, effective August 9, 2019, the Investment Advisory Agreement dated January 1, 2006, as amended, between TMF and TAM is hereby amended to reflect the removal of Thrivent Partner Emerging Markets Equity Fund due to merger into Thrivent International Allocation Fund. A revised Exhibit A is attached hereto.

THRIVENT MUTUAL FUNDS

By: /s/ David S. Royal

David S. Royal

President and Chief Investment Officer

THRIVENT ASSET MANAGEMENT, LLC

By: /s/ Gerard V. Vaillancourt

Gerard V. Vaillancourt

Vice President, Chief Financial Officer and Treasurer

EXHIBIT A

THRIVENT MUTUAL FUNDS INVESTMENT ADVISORY AGREEMENT

Dated August 9, 2019

1.	Thrivent Aggressive Allocation Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.75% of the first $500 million of average daily net assets, 0.725% of the next $1.5 billion of average daily net assets, 0.70% of the next $3 billion of average daily net assets, 0.675% of the next $5 billion of average daily net assets, and 0.65% of average daily net assets over $10 billion. For as long as this fee structure is in place, the Adviser will waive an amount equal to any investment advisory fees indirectly incurred by the Fund as a result of its investment in any other mutual fund for which the Adviser or an affiliate serves as investment adviser, other than Thrivent Cash Management Trust.

2.	Thrivent Moderately Aggressive Allocation Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.70% of the first $500 million of average daily net assets, 0.675% of the next $1.5 billion of average daily net assets, 0.65% of the next $3 billion of average daily net assets, 0.625% of the next $5 billion of average daily net assets, and 0.60% of average daily net assets over $10 billion. For as long as this fee structure is in place, the Adviser will waive an amount equal to any investment advisory fees indirectly incurred by the Fund as a result of its investment in any other mutual fund for which the Adviser or an affiliate serves as investment adviser, other than Thrivent Cash Management Trust.

3.	Thrivent Moderate Allocation Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.65% of the first $500 million of average daily net assets, 0.625% of the next $1.5 billion of average daily net assets, 0.60% of the next $3 billion of average daily net assets, 0.575% of the next $5 billion of average daily net assets, and 0.55% of average daily net assets over $10 billion. For as long as this fee structure is in place, the Adviser will waive an amount equal to any investment advisory fees indirectly incurred by the Fund as a result of its investment in any other mutual fund for which the Adviser or an affiliate serves as investment adviser, other than Thrivent Cash Management Trust.

4.	Thrivent Moderately Conservative Allocation Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.60% of the first $500 million of average daily net assets, 0.575% of the next $1.5 billion of average

daily net assets, 0.55% of the next $3 billion of average daily net assets, 0.525% of the next $5 billion of average daily net assets, and 0.50% of average daily net assets over $10 billion. For as long as this fee structure is in place, the Adviser will waive an amount equal to any investment advisory fees indirectly incurred by the Fund as a result of its investment in any other mutual fund for which the Adviser or an affiliate serves as investment adviser, other than Thrivent Cash Management Trust.

5.	Thrivent Small Cap Stock Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.700% of the first $200 million of average daily net assets, 0.650% of the next $800 million of average daily net assets, 0.600% of the next $1.5 billion of average daily net assets, 0.550% of the next $2.5 billion of average daily net assets, and 0.525% of average daily net assets over $5 billion.

6.	Thrivent Mid Cap Stock Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.700% of the first $200 million of average daily net assets, 0.650% of the next $800 million of average daily net assets, 0.600% of the next 1.5 billion of average daily net assets, 0.550% of the next $2.5 billion of average daily net assets, and 0.525% of average daily net assets over $5 billion.

7.	Thrivent International Allocation Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.700% of the first $250 million of average daily net assets, 0.650% of the next $750 million of average daily net assets, 0.625% of average daily net assets of the next $500 million, and 0.600% of average daily net assets over $1.5 billion.

8.	Thrivent Large Cap Growth Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.700% of the first $500 million of average daily net assets, 0.675% of the next $500 million of average daily net assets, 0.650% of the next $1.5 billion of average daily net assets, 0.600% of the next $2.5 billion of average daily net assets, and 0.575% of average daily net assets over $5 billion.

9.	Thrivent Large Cap Value Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.450% of average daily net assets.

10.	Thrivent Global Stock Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.650% of the first $500 million of average daily net assets, 0.575% of the next $500 million of average daily net assets, 0.500% of the next $1 billion of average daily net assets, 0.475% of the next $500 million of average daily net assets, 0.450% of the next $2.5 billion of average daily net assets, and 0.425% of average daily net assets over $5 billion.

11.	Thrivent Balanced Income Plus Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.550% of the first $500 million of average daily net assets, 0.500% of the next $500 million of average daily net assets, 0.475% of the next $1.5 billion of average daily net assets, 0.450% of the next $2.5 billion of average daily net assets, and 0.425% of average daily net assets over $5 billion.

12.	Thrivent High Yield Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.400% of the first $500 million of average daily net assets, 0.350% of the next $500 million of average daily net assets, and 0.300% of average daily net assets over $1 billion.

13.	Thrivent Diversified Income Plus Fund

14.	Thrivent Municipal Bond Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.450% of the first $500 million of average daily net assets, 0.400% of the next $500 million of average daily net assets, 0.350% of the next $1.5 billion of average daily net assets, 0.325% of the next $2.5 billion of average daily net assets, and 0.300% of average daily net assets over $5 billion.

15.	Thrivent Income Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.350% of the first $500 million of average daily net assets, 0.325% of the next $500 million of average daily net assets, and 0.300% of average daily net assets over $1 billion.

16.	Thrivent Opportunity Income Plus Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.450% of the first $500 million of average daily net assets, 0.400% of the next $500 million of average daily net assets, 0.375% of the next $1.5 billion of average daily net assets, 0.350% of the next $2.5 billion of average daily net assets, and 0.325% of average daily net assets over $5 billion.

17.	Thrivent Government Bond Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.400% of the first $500 million of average daily net assets and 0.350% of average daily net assets over $500 million.

18.	Thrivent Limited Maturity Bond Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.300% of the first $500 million of average daily net assets, 0.275% of the next $500 million of average daily net assets, and 0.250% of average daily net assets over $1 billion.

19.	Thrivent Money Market Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.350% of average daily net assets.

20.	Thrivent Low Volatility Equity Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.600% of the first $100 million of average daily net assets and 0.500% of average daily net assets over $100 million.

21.	Thrivent Multidimensional Income Fund

22.	Thrivent High Income Municipal Bond Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.500% of the first $500 million of average daily net assets and 0.450% of average daily net assets over $500 million.

23.	Thrivent Small Cap Growth Fund

The management fee for this Fund, calculated in accordance with Paragraph 5 of Thrivent Mutual Funds Investment Advisory Agreement, shall be at an annual rate of 0.800% of the first $200 million of average daily net assets and 0.750% of average daily net assets over $200 million.

Exhibit 6.23

LOGO

July 9, 2019

Mr. Nigel Storer

Aberdeen Standard Investments

[email protected]

RE:

Termination of Investment Sub-Advisory Agreement

Mr. Storer:

As we have discussed, this letter provides written notification that the Investment Sub-Advisory Agreement dated February 29, 2008 among Thrivent Asset Management, LLC, Thrivent Mutual Funds and Aberdeen Asset Management Investment Services Ltd. (“Aberdeen”) will be terminated at the close of business on August 9, 2019. The Investment Sub-Advisory Agreement dated April 30, 2008 among Thrivent Financial for Lutherans, Thrivent Series Fund, Inc., and Aberdeen will remain in effect with respect to Thrivent Partner Emerging Markets Equity Portfolio.

Please let me know if you have any questions or concerns.

Sincerely,

/s/ Troy Beaver

Troy Beaver

Vice President

Thrivent Mutual Funds

Exhibit 7.5

AMENDMENT NO. 4

TO DISTRIBUTION AGREEMENT

(Thrivent Mutual Funds)

Thrivent Distributors, LLC (“TDL”) and Thrivent Mutual Funds (“TMF”) hereby agree that, with respect to the Distribution Agreement dated January 1, 2016, as amended, between TDL and TMF (the “Agreement”), effective August 9, 2019, the Agreement is amended to reflect that Thrivent Partner Emerging Markets Equity Fund merged into Thrivent International Allocation Fund.

A revised Schedule I is attached hereto.


THRIVENT MUTUAL FUNDS

By		/s/ David S. Royal
		David S. Royal
		President and Chief Investment Officer

THRIVENT DISTRIBUTORS, LLC

By		/s/ Troy A. Beaver
		Troy A Beaver
		Chief Executive Officer

Schedule I

(Effective August 9, 2019)

THRIVENT MUTUAL FUNDS

Thrivent Aggressive Allocation Fund

Thrivent Moderately Aggressive Allocation Fund

Thrivent Moderate Allocation Fund

Thrivent Moderately Conservative Allocation Fund

Thrivent Small Cap Stock Fund

Thrivent Mid Cap Stock Fund

Thrivent International Allocation Fund

Thrivent Large Cap Growth Fund

Thrivent Large Cap Value Fund

Thrivent Global Stock Fund

Thrivent Balanced Income Plus Fund

Thrivent High Yield Fund

Thrivent Diversified Income Plus Fund

Thrivent Municipal Bond Fund

Thrivent Income Fund

Thrivent Opportunity Income Plus Fund

Thrivent Government Bond Fund

Thrivent Limited Maturity Bond Fund

Thrivent Money Market Fund

Thrivent Low Volatility Equity Fund

Thrivent Multidimensional Income Fund

Thrivent High Income Municipal Bond Fund

Thrivent Small Cap Growth Fund

Exhibit 10.1

THRIVENT MUTUAL FUNDS

DISTRIBUTION PLAN

(12b-1 Plan)

The following Distribution Plan (the “Plan”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), by Thrivent Mutual Funds (the “Trust”), a Massachusetts business trust, on behalf of the series of the Trust listed on Schedule A as may be amended from time to time (each, a “Fund”). The Plan has been approved by a majority of the Trust’s Board of Trustees (the “Board”), including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any Selling Agreement (as defined below) (the “Disinterested Trustees”), cast in person at a meeting called for the purpose of voting on such Plan.

In approving the Plan, the Board determined, with respect to each Fund, in the exercise of Board’s reasonable business judgment and in light of its fiduciary duties, that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders.

The provisions of the Plan are as follows:

1.	Payments by the Fund to Promote the Sale of Fund Shares

The Trust, on behalf of each identified Class of the Fund, will pay Thrivent Distributors, LLC (the “Distributor”), as principal distributor of the Class’s shares, a distribution fee and shareholder servicing fee equal to a percentage of the average daily net assets of each Fund as shown on Schedule A in connection with the promotion and distribution of Fund shares and the provision of services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. The Distributor may pay all or a portion of these fees to any broker-dealer, financial institution or any other person (the “Recipient”) who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement subject to the requirements of the Plan (the “Selling Agreement”). To the extent not so paid by the Distributor, such amounts may be retained by the Distributor. Payment of these fees shall be made by the Funds monthly following the close of the month.

2.	Selling Agreements

(a) No Selling Agreement shall be entered into with respect to the Fund and no payments shall be made pursuant to any Selling Agreement, unless such Selling Agreement is in writing and the form of which has first been delivered to and approved by a vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Selling Agreement. The form of Selling Agreement relating to the Fund attached hereto as Appendix A has been approved by the Board as specified above. The Distributor also may enter into such Selling Agreements based on such additional forms of agreements as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such Recipient under any such Selling Agreement do not exceed their responsibility or liability under the form(s) approved by the Board, and provided further that the Distributor determines that the overall terms of any such Selling Agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board.

(b) Any Selling Agreement shall describe the services to be performed by the Recipient and shall specify the amount of, or the method for determining, the compensation to the Recipient.

(c) No Selling Agreement may be entered into unless it provides (i) that it may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of a majority of the shareholders of the Fund, or by vote of a majority of the Disinterested Trustees, on not more than 60 days’ written notice to the other party to the Selling Agreement, and (ii) that it shall automatically terminate in the event of its assignment.

3.	Quarterly Reports

The Distributor shall provide to the Board, and the Board shall review at least quarterly, a written report of all amounts expended pursuant to the Plan. This report shall include the identity of the recipient of each payment and the purpose for which the amounts were expended and such other information as the Board may reasonably request.

4.	Effective Date and Duration of the Plan

The Plan shall become effective immediately upon approval by the vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect with respect to the Fund for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue with respect to each Fund from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Selling Agreement, may be terminated with respect to each Fund at any time, without penalty, on not more than 60 days’ written notice by a majority vote of shareholders of the Fund, or by vote of a majority of the Disinterested Trustees.

5.	Selection of Disinterested Trustees

During the period in which the Plan is effective, the selection and nomination of those Trustees who are Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested Trustees.

6.	Amendments

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended to increase materially the amount to be expended by the Fund hereunder without the approval by a majority vote of shareholders of the Fund.

7.	Recordkeeping

The Trust shall preserve copies of the Plan, any Selling Agreement and all reports made pursuant to Section 3 for a period of not less than six years from the date of this Plan, any such Selling Agreement or such reports, as the case may be, the first two years in an easily accessible place.

SCHEDULE A


Fund	Class	12b-1 Fee
Thrivent Aggressive Allocation Fund	A	25 bps
Thrivent Moderately Aggressive Allocation Fund	A	25 bps
Thrivent Moderate Allocation Fund	A	25 bps
Thrivent Moderately Conservative Allocation Fund	A	25 bps
Thrivent Balanced Income Plus Fund	A	25 bps
Thrivent Diversified Income Plus Fund	A	25 bps
Thrivent Opportunity Income Plus Fund	A	25 bps
Thrivent Small Cap Stock Fund	A	25 bps
Thrivent Mid Cap Stock Fund	A	25 bps
Thrivent International Allocation Fund	A	25 bps
Thrivent Large Cap Growth Fund	A	25 bps
Thrivent Large Cap Value Fund	A	25 bps
Thrivent Global Stock Fund	A	25 bps
Thrivent High Yield Fund	A	25 bps
Thrivent Income Fund	A	25 bps
Thrivent Municipal Bond Fund	A	25 bps
Thrivent Government Bond Fund	A	12.5 bps
Thrivent Limited Maturity Bond Fund	A	12.5 bps
Thrivent Money Market Fund	A	0 bps

Appendix A

THRIVENT DISTRIBUTORS, LLC

MUTUAL FUND SALES AGREEMENT

Ladies and Gentlemen:

Thrivent Distributors, LLC is the exclusive distributor of Thrivent Mutual Funds, a Massachusetts business trust (the “Trust”), the series of which are set forth on Schedule A hereto (collectively, together with any funds that may hereafter become part of such fund family, the “Thrivent Distributed Funds”). We invite you to participate in the offer and sale of the shares of the Thrivent Distributed Funds (or classes thereof) as we may determine from time to time (each a “Fund” and collectively the “Funds”) on the terms set forth below.

This Agreement is entered into by and among Thrivent Distributors, LLC (the “Distributor”, “we” or “us”) and __________________________(the “Intermediary”, “you” or “your”).

1. Effective Date: This Agreement shall become effective on the date set forth on the signature page hereto.

2. Your Regulatory Status: Insofar as you are a registered broker or dealer under the Securities Exchange Act of 1934 (“1934 Act”), you agree that the terms in Schedule B apply.

3. Appointment: We appoint you to provide the services set forth in this Agreement on a non-exclusive basis, subject to and in compliance with all terms of this Agreement, the Funds’ then-current prospectuses and statements of additional information including any supplements thereto (collectively, the “Prospectus”), the Funds’ new account applications, applicable laws, regulations and rules of self-regulatory or clearing organizations (collectively “Applicable Law”) and such procedures and instructions as we may communicate to you.

4.	Offer and Sale of Fund Shares:

(a) You agree to offer and sell the Funds’ shares, but to do so only in the states and other jurisdictions in which we have indicated to you that you may make such offers and sales. You may act either (i) as principal, or (ii) as agent of your customers (“Customers”) who purchase Fund shares through you, in each case as appropriate for the class of such Fund shares and subject to Applicable Law. You shall act solely as an agent of your customers and not as a principal with respect to sales of Fund shares intended to be “clean shares” (as such term is used in applicable Securities and Exchange Commission (“SEC”) staff interpretive or no-action letters) for which you charge a commission and you agree that you will not undertake or perform any actions that would cause you to be deemed a dealer, underwriter or principal underwriter with respect to such Fund shares.

(b) In connection with your offers and sales of Fund shares, you agree that we have no responsibility for determining whether the Funds’ shares are suitable for your Customers. You agree never to make any statement or representation in connection with us, our affiliates or the Funds other than such as are contained in the Prospectus, shareholder reports and sales literature issued by us (“Sales Literature”) or as otherwise approved in writing by us.

(c) If you sell shares for which a distribution plan has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (“1940 Act”), you agree to provide reasonable sales support assistance,

including forwarding Sales Literature to your Customers and providing other sales support assistance as we may request. You shall perform all support services in a professional, competent and timely manner.

(d) You acknowledge your responsibilities under Rule 15c2-8 under the Securities Exchange Act of 1934 (“Exchange Act”), Section 4(3) of the Securities Act of 1933 (“Securities Act”) and Section 24(d) of the 1940 Act relating to the distribution and delivery of preliminary and final prospectuses and agree to comply therewith. We shall furnish you upon request with a reasonable quantity of copies of the Sales Literature. If we supply you with copies of any Fund prospectus or statement of additional information supplements, you agree to affix copies of the supplements as appropriate and distribute only appropriately supplemented prospectuses or statements of additional information. You agree not to use Sales Literature with your Customers unless accompanied or preceded by the Prospectus. You agree not to amend or translate any Sales Literature. You agree that any supplemental literature we provide you regarding hypothetical investments may be used only in “one-on-one presentations” within the meaning of the rules of the Financial Industry Regulatory Authority (“FINRA”).

(e) You shall submit any sales literature or materials or advertising you prepare regarding the Funds to us for our prior approval. We may withdraw our approval of any such materials upon reasonable notice. You shall then immediately discontinue using those materials. You are responsible for ensuring that any such materials are prepared and distributed in accordance with Applicable Law, including any filing obligations.

5.	Purchase, Redemption and Exchange of Fund Shares:

(a) You agree: (i) to offer and sell each class of each Fund’s shares at the applicable public offering price or net asset value (NAV) per share next determined after an order is received, plus any applicable sales charge, as contemplated by the Prospectus; and (ii) that redemptions or exchanges of shares will be made at the NAV of such shares, less any applicable sales charges and/or redemption fees charged by the Fund as disclosed in the Prospectus (prior to imposition of any commission charged by you).

(b) The determination by you of the nature and amount of any commission charged to your Customers and the disclosure of the commission shall be determined in accordance with Applicable Law.

(c) All purchase and exchange orders are subject to acceptance and confirmation by us, the Funds and their transfer agent (the “Transfer Agent”). You agree to date and time stamp all orders you receive and to forward all orders to the Transfer Agent in proper form for processing at the next-determined share price after your receipt.

(d) You agree to offer and sell the Funds’ shares in compliance with the Funds’ Prospectus requirements and you further agree that you have systems, procedures and/or policies in place designed to ensure that you are complying with all terms of this Agreement, the Prospectus requirements and all relevant rules and regulations regarding the handling of mutual fund share orders on a timely basis.

(e) You may not make any conditional or contingent orders for any Fund’s shares. We may in our sole discretion reject any purchase order in whole or in part. We also may in our discretion suspend sales or withdraw the offering of shares, in whole or part, without notice to you.

(f) If you place a purchase order and payment for shares is not received or made within the time set forth in the Prospectus, the sale may be canceled without any responsibility or liability on the part of us, the Funds or the Transfer Agent or we may elect to buy the shares. We shall have no liability for any check or other item returned unpaid to you after you have paid us on behalf of a Customer.

-2-

(g) If you place a redemption order and the Transfer Agent does not receive instructions in proper form, including any outstanding certificates, within the time set forth in the Prospectus, the redemption may be canceled without any responsibility or liability on the part of us, the Funds or the Transfer Agent or we may elect to buy the shares redeemed. We may refuse to liquidate an investment or part of an investment unless we receive your Customer’s signed authorization of the liquidation.

(h) You agree that if a Customer’s Fund shares are redeemed within seven business days after the confirmation of the original order, you will refund the full concession allowed. The provisions of this sub-Section shall survive the termination of this Agreement.

(i) You agree to be responsible to the Funds, the Transfer Agent, its agent and us for any losses, claims, damages or expenses resulting from your: (i) failure to make any payment for, or settle any redemption of, Fund shares pursuant to this Agreement (ii) correction or cancellation of any order after its trade date or (iii) omission or other action resulting in an error, including but not limited to trade errors. You will immediately pay such loss, claim, damage or expense to us, the Transfer Agent or the Funds, as appropriate, upon notification.

(j) You acknowledge that the Funds do not issue share certificates.

(k) You further agree: (i) to purchase shares only to cover purchase orders you already have received, or for your own investment; (ii) to maintain records of all transactions in Fund shares made through you and to furnish us with copies on request; (iii) not to withhold placing Customers’ orders for shares so as to profit as a result of such withholding; (iv) to comply with the standards for reducing or eliminating sales charges as set forth in the Prospectus for eligible shareholders and to not place orders for Fund shares in amounts just below the breakpoint at which sales charges are reduced so as to benefit from a higher sales charge applicable to the amount below the breakpoint; (v) to document the use of fees, including those deriving from the Fund’s 12b-1 Plan in accordance with this Agreement; and (v) to purchase Fund shares only through us.

(l) You agree to make, maintain and provide at our request, records that demonstrate compliance with all applicable requirements, rules and regulations including each of the matters in subparagraphs (j)(i)-(vi) above.

6. Shareholder Information: The terms of Schedule 22c-2 hereto are incorporated herein by reference.

7. Servicing Beneficial Owners of Fund Shares: If your Customers hold positions in shares of a class or classes upon which you receive shareholder servicing or shareholder administration fees, you agree that the provisions of Schedule C shall apply.

8. Compensation:

(a) The total sales charges and your sales concessions (if any) on each purchase of Fund shares shall be as stated in the Prospectus, to the extent required by Applicable Law including FINRA rules. You must notify the Transfer Agent that an order qualifies for a reduction in, or waiver of, sales charges at the time of the order placement in order for the Customer to obtain the reduction or waiver. If you fail to so notify, neither we, the Transfer Agent nor any of the Funds will be liable for reimbursing the Customer for the reduction or waiver that should have been effected. You agree to ensure that every Customer receives the benefit of any appropriate reduction in or waiver of a sales charge as described in the Prospectus. There is no sales charge or discount on reinvested dividends.

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(b) Distributor will pay to Intermediary distribution and/or service fees pursuant to the Fund’s Rule 12b-1 Plan (“12b-1 Plan”) adopted by the Funds and set forth in the Funds’ Prospectuses (such fees determined based on the net assets of the relevant Class of the Fund attributable to Shares owned by Intermediary’s customers), unless otherwise agreed to in writing by Intermediary and Distributor. Intermediary agrees that such fees will be used in accordance with applicable FINRA and SEC rules and regulations and only for distributing a Fund’s Shares and/or for providing personal services to shareholders, and maintaining shareholder accounts. Intermediary acknowledges and agrees that it will not be entitled to any portion of fees paid to Distributor pursuant to the 12b-1 Plan unless and until Distributor is in receipt of the fee from the applicable Fund for such period. Termination of the 12b-1 Plan or reduction of payments to Distributor under the 12b-1 Plan will relieve or diminish (to the extent of a reduction of payments) Distributor’s obligation to make payments under this paragraph to Intermediary. The provision of the Funds’ 12b-1 Plan supersede this Agreement to the extent they are deemed inconsistent.

(c) In determining the amount of any concession, commission or any portion of fees pursuant to the 12b-1 Plan to which Intermediary may be entitled, Distributor reserves the right to exclude any sales which it reasonably determines are not made in accordance with the terms of the applicable Fund’s Prospectus or SAI, the provisions of this Agreement or the 12b-1 Plan. Intermediary agrees to provide Distributor with supporting documentation concerning the shareholder services provided, as Distributor may reasonably request from time to time. Distributor’s records and calculations will determine the amounts of any concessions, commissions and/or portion of fees payable pursuant to the 12b-1 Plan to which Intermediary may be entitled, and Distributor will make such payments pursuant to its standardized schedule, which may change from time to time. In the event of any discrepancy between concessions retained by Intermediary and Distributor’s records and calculations, Distributor’s records and calculations will control and Intermediary will promptly make every effort to resolve the dispute with Distributor, but, if after good faith efforts, the dispute is not resolved, Intermediary shall promptly pay Distributor the amount determined to be owed to Distributor pursuant to Distributor’s records and calculations.

(d) As compensation for the sales support assistance described in sub-Section 4(b), we also may arrange for you to be paid a periodic fee based upon a percentage of the average daily net asset value of the respective Fund’s shares attributable to you. We will inform you of the amount of the fee (if any) and may arrange for the fee payable to be changed upon prior notice.

(e) Our liability to you for the payment of fees pursuant to the Rule 12b-1 Plan related to a Fund for any period is limited solely to the proceeds of that Fund’s distribution or service fee actually received by us for such period. We may stop paying distribution and service fees for any Fund at any time without notice to you.

(f) You may charge reasonable service fees to your Customers for processing exchange or redemption orders, provided you disclose the fees to your Customers and that such fees do not constitute sales loads as defined in Section 2(a)(35) of the 1940 Act.

9. Compliance with Law:

(a) You represent and warrant to us that: (i) your compliance personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms; (ii) you have in place compliance systems, policies and procedures designed to detect and prevent late trading of mutual fund shares; and (iii) you have adequate qualified personnel and systems to comply with any restrictions and limitations on purchases, redemptions and exchanges described in the Prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions (i.e., market timing) and any share purchase

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eligibility requirements.

(b) You agree to comply with Applicable Law and, if applicable, the rules of the Depository Trust & Clearing Corporation (“DTCC”). You shall have sole responsibility for the registration and licensing of persons selling Fund shares on your behalf and the manner of sale of Fund shares by you or those that sell on your behalf.

(c) You agree to cooperate fully with any and all efforts by us or the Funds to assure ourselves that you have implemented effective compliance policies and procedures administered by qualified personnel including, without limitation: (i) permitting us and the Funds to become familiar with your operations and understand those aspects of your operations that expose us or the Funds to compliance risks; (ii) permitting us and the Funds to maintain an active working relationship with your compliance personnel; (iii) providing us and the Funds with periodic and special reports in the event of compliance problems; (iv) providing us and the Funds with such certifications as we may require on a periodic or special basis; and (v) making your personnel and applicable policies and procedures available to such audit personnel as we or the Funds may designate to audit the effectiveness of your compliance controls.

10.

Customer Instructions:

(a) You represent and warrant that you have full authority to act on behalf of each Customer and will act only in accordance with the scope of your authority when acting on behalf of the Customer.

(b) If a Customer’s account with a Fund is established without the Customer signing an account application, you represent and warrant that the instructions relating to account establishment and shareholder options (whether on the account application, in another document or orally) are in accordance with the Customer’s instructions.

(c) You agree to provide all necessary information for us and the Funds to comply properly with all federal, state and local reporting requirements for your Customer accounts. You represent and warrant that all Taxpayer Identification Numbers (“TINs”) you provide are certified and that you will not establish an account without a certified TIN.

(d) You agree to be responsible to the Funds, the Transfer Agent and us reimburse us for any losses, claims, damages or expenses resulting from acting upon such authority, instructions and performance.

11.

Distribution of Information to Shareholders:

(a) For Fund shareholders holding accounts direct at fund, you agree that we, the Funds and the Transfer Agent may mail or otherwise distribute to Fund shareholders any material concerning the Funds or other funds or services. You agree that these materials, including trade confirmations required by Rule 10b-10 of the Securities Exchange Act of 1934 and account statements will be sent to Fund shareholders by the Funds and the Transfer Agent on your behalf.

(b) If you hold Fund shares in record name or as nominee for your Customers, all Prospectuses, proxy statements, shareholder reports, and other printed material will be sent to you, and any confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all Customers for whose account you hold Fund shares.

12. Nature of Relationship: You have no authority to act as agent for, partner of, or participant in a joint venture with, the Funds or us or any of our affiliates. Nothing in this Agreement shall constitute

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either of us the agent of the other or you or the Funds the agent of each other, except that you shall be deemed an agent of the Funds for the sole and limited purpose of receiving orders for Fund shares pursuant to sub-Section 5(b), to the extent that such an agency relationship is required by Applicable Law.

13. Cybersecurity; Protection Against Unauthorized Use of Recordkeeping Systems: You agree to implement and maintain policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to provide such security as is necessary to prevent any unauthorized use of the Funds’ recordkeeping systems, accessed via any computer hardware or software provided to you by us or the Transfer Agent.

14. Reports: Upon our request, you agree to report to us in writing on the amounts you spend in connection with providing services pursuant to Section 4 and their purposes. You also agree to cooperate with us in our reporting to the Board of Trustees of Thrivent Distributed Funds or regulators concerning this Agreement and the amounts you spend.

15. Disclosures to Shareholders: You agree to disclose your compensation under this Agreement, together with any other compensation you receive in connection with your Customers’ investments in Fund shares, to your Customers as required by Applicable Law. You also agree and warrant that your Customers will authorize your compensation and that your compensation will not be excessive or unreasonable.

16.

Privacy and Confidential Information:

(a) “Confidential Information” means this Agreement and all proprietary information, data, trade secrets, business information and other information of any kind which (a) a party (“Discloser”) discloses to the other party (“Recipient”) or to which Recipient obtains access in connection with this Agreement and (b) relates to (i) the Discloser, (ii) in your case, us, the Funds, the Transfer Agent or our affiliates, or (iii) third-party suppliers or licensors who have made confidential or proprietary information available. Confidential Information includes Customer and account information.

(b) The Recipient shall not disclose or use Confidential Information other than in the course of ordinary business to carry out the purpose for which the Confidential Information was provided to the Recipient. The Recipient also shall not disclose Customer information on other than a “need to know” basis and then only to: (i) Recipient’s employees or officers; (ii) affiliates of Recipient provided they shall be restricted in use and redisclosure to the same extent as Recipient; or (iii) carefully selected subcontractors that have entered into confidentiality agreements no less restrictive than the terms of this Agreement; or pursuant to the exceptions set forth in 15 USC 6802(e) and associated regulations. Prior to any disclosure of Confidential Information as required by law, the Recipient shall (i) notify the Discloser of any actual or threatened legal compulsion of disclosure and any actual legal obligation of disclosure immediately upon becoming so obligated and (ii) cooperate with the Discloser’s reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in this Section shall require any notice or other action by us or our affiliates in connection with requests or demands for Confidential Information by applicable regulators. The restrictions set forth herein shall survive the termination of this Agreement.

(c) These confidentiality obligations do not apply to information which: Recipient already rightfully possesses when disclosed by Discloser; Recipient independently develops; becomes publicly known other than by breach of this Section; or Recipient rightfully receives from a third party without the obligation of confidentiality.

(d) You acknowledge that we must comply with the information security standards of the Gramm-Leach-Bliley Act (15 USC 6801, 6805(b)(1)) and the regulations promulgated thereunder and with other

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statutory and regulatory requirements as well as our internal information security program. You will reasonably assist us in complying and conforming with our information protection policies. We will inform you of our requirements in this regard.

17. Know Your Customer/Anti-Money Laundering: Upon request, you will promptly provide us such documentation regarding your know your customer and anti-money laundering policies and/or evidencing the identity of the beneficial owners of Fund shares as is necessary to permit us, the Funds and the Transfer Agent to comply with applicable “know your customer” and anti-money laundering laws and regulations. You agree to monitor for suspicious transactions and to assist us in monitoring for such transactions upon our or the Funds’ request. You further represent and warrant that you: (i) have established policies and procedures designed to prevent and detect money laundering and to meet applicable anti-money laundering legal and regulatory requirements; (ii) have procedures to ensure that none of your Customers holding Fund shares appear on or are covered by any lists of prohibited persons, entities, and jurisdictions maintained and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); (iii) have identified, will continue to identify and will retain all documentation necessary to identify your Customers and their sources of funds; and (iv) do not believe, have no current reason to believe and will notify us immediately if you come to have reason to believe that any of your Customers holding Fund shares through you are engaged in money-laundering activities or are associated with any terrorist or other individuals, entities or organizations sanctioned by the United States or the jurisdictions in which you do business, or appear on any lists of prohibited persons, entities, and jurisdictions maintained and administered by OFAC.

18. Indemnification: You shall indemnify and hold harmless us, each Fund, the Transfer Agent, and our and their respective subsidiaries, affiliates, officers, directors, trustees, agents and employees from all direct or indirect liabilities, damages, losses, costs or expenses (including attorneys’ fees) arising from, related to or otherwise connected with (i) any breach by you of any provision of this Agreement; (ii) any violation by you of Applicable Law; or (iii) any actions, errors or omissions by us, including but not limited to trade errors, cancellations and corrections, any Fund, the Transfer Agent, and our and their subsidiaries, affiliates, officers, directors, trustees, agents and employees made in reliance upon any instructions believed to be genuine and to have been given on your behalf. The provisions of this Section shall survive the termination of this Agreement.

19. Third Party Beneficiaries: Each Fund is an intended third party beneficiary of Section 3 of Schedule C of this Agreement. Each Fund and the Transfer Agent are intended third party beneficiaries of Section 5(h) of this Agreement. Each Fund, the Transfer Agent and their respective subsidiaries, affiliates, officers, directors, trustees, agents and employees are intended third party beneficiaries of Section 18 of this Agreement. Any such intended third party beneficiary shall be treated as a party to this Agreement solely to the extent necessary for such third party beneficiary to enforce its rights under this Agreement.

20. NSCC: If you and we use the services of the NSCC, the terms of Schedule D shall apply.

21. Wrap and Similar Programs: If you intend to offer and sell the Funds’ shares through a wrap or similar managed account, you shall be subject to a separate supplement with us regarding the treatment of such account, which shall be incorporated by reference into and considered a part of this Agreement.

22. Amendment and Termination of Agreement: From and after the Effective Date, this Agreement shall cancel and supersede any and all prior similar agreements or contracts relating to the distribution of the shares between you and the Funds or their distributor. We reserve the right to amend or assign (to the extent assignment is permitted under Applicable Law) this Agreement at any time. You shall accept any amendment to or assignment of this Agreement by us by placing an order after the date set forth in any notice of amendment or assignment we send you. This Agreement shall automatically

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terminate upon its assignment (as defined in the 1940 Act). You shall provide us reasonable written notice of such an assignment. Either party may terminate this Agreement upon reasonable written notice and all obligations to make payments under this Agreement shall terminate upon such termination. This Agreement also may be terminated automatically and without payment of penalty with respect to a Fund by a vote of the majority of the independent directors/trustees of the legal entity of which the Fund is a series, or upon 60 days’ notice by a vote of the majority (as defined in the 1940 Act) of the Fund’s outstanding shares.

23. Notices: You will send any notice to us by first class mail, postage prepaid, or by confirmed fax at:

Firm: Thrivent Distributors, LLC

Attn: President

Address: 625 Fourth Avenue So, Minneapolis, MN 55415

Telephone: (612) 844-8152

We or the Funds will send any notice to you by first class mail, postage prepaid, or by confirmed fax to you at your address or fax number as set forth below or such other address or fax number as we may reasonably believe appropriate.

Firm:

Attn:

Address:

Telephone:

A party that changes its address or fax number shall promptly notify the other party.

24. Use of Trademarks, Servicemarks and Fund Names: We, our affiliates and the Funds own certain registered trademarks, service marks and Fund names (collectively, the “Logos”). If you wish to include Logos in your promotional materials (collectively, “Sales Materials”) or use a Logo as a hyperlink from an Internet Web site you own and/or control, we grant you a non-exclusive, non-transferable, royalty-free license to use the Logos in Sales Materials and as a hyperlink, provided:

(a) You agree that we, our affiliates and the Funds own all rights, title and interest in the Logos. You agree to do nothing inconsistent with our, our affiliates’ and the Funds’ ownership of the Logos and not to contest or aid anyone contesting any registration or application for registration of the Logos by us, our affiliates and the Funds;

(b) You agree to use the Logos only in the form and manner we pre-approve. You agree to use only those Logos as we may specify as hyperlinks. You shall not use a Logo as a hyperlink in any manner that would imply that we, our affiliates or the Funds endorse or recommend any of your products or services.

(c) You agree to place all necessary and proper notices and legends on the Sales Materials in order to protect our, our affiliates’ and the Funds’ interests in the Logos including symbols indicating trademarks, servicemarks and registered trademarks or servicemarks, as we request.

(d) You agree to notify us of any unauthorized use of the Logos by others promptly after it comes to your attention and that we have the sole right and discretion to commence actions or other proceedings for infringement, unfair competition or the like involving the Logos. You shall cooperate in any such proceedings if we request.

(e) The license granted shall terminate automatically upon our notice or upon termination of this Agreement. In those events, you agree to cease using all Logos in Sales Materials immediately and to

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destroy at your expense all Sales Materials in your possession bearing the Logos. You also agree that all rights in the Logos and in any connected goodwill shall remain our property.

25.

Governing Law/Dispute Resolution:

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to conflict of laws principles.

26.

Miscellaneous

(a) This Agreement is in all respects subject to the Conduct Rules of FINRA, which shall control and override any provision to the contrary in this Agreement. You acknowledge that this Agreement is subject to Applicable Law, and has been entered into pursuant to Rule 12b-1 under the 1940 Act if you sell shares for which a distribution plan has been adopted pursuant to Rule 12b-1.

(b) If any of your accounts with us pursuant to this Agreement have a debit balance, we may offset and recover the amount owed from any other account you have with us or our affiliates, without notice or demand to you.

(d) This is the entire agreement and understanding between us and you as to the matters set forth herein. It shall be binding upon the parties when signed by us and accepted by you.

(e) This Agreement may be executed in counterparts.

(f) The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

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THRIVENT DISTRIBUTORS, LLC

By: ________________________________

Name: _____________________________

Title: ______________________________

Effective Date: ______________________

You accept this invitation and agree to abide by the foregoing terms and conditions.

Firm name: _________________________

By: ________________________________

Name: _____________________________

Title: ______________________________

Please execute this Agreement in duplicate

and return both copies to us.

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SCHEDULE A

THRIVENT MUTUAL FUNDS

Thrivent Aggressive Allocation Fund

Thrivent Moderately Aggressive Allocation Fund

Thrivent Moderate Allocation Fund

Thrivent Moderately Conservative Allocation Fund

Thrivent Balanced Income Plus Fund

Thrivent Diversified Income Plus Fund

Thrivent Opportunity Income Plus Fund

Thrivent Small Cap Stock Fund

Thrivent Small Cap Growth Fund

Thrivent Mid Cap Stock Fund

Thrivent International Allocation Fund

Thrivent Large Cap Growth Fund

Thrivent Large Cap Value Fund

Thrivent Global Stock Fund

Thrivent Low Volatility Equity Fund

Thrivent Multidimensional Income Fund

Thrivent High Yield Fund

Thrivent Income Fund

Thrivent Municipal Bond Fund

Thrivent High Income Municipal Bond Fund

Thrivent Government Bond Fund

Thrivent Limited Maturity Bond Fund

Thrivent Money Market Fund

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SCHEDULE B

Additional terms for registered broker-dealers:

1. You represent that you are a member in good standing of FINRA, will comply with the FINRA Conduct Rules and are qualified to act as a broker-dealer in each state or other jurisdiction in which you transact business, and agree to maintain such registrations, qualifications and membership in good standing in full force and effect throughout the term of this Agreement.

2. You agree that this Agreement shall automatically terminate without notice if:

(a) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 has been filed against you;

(b) the SEC revokes or suspends your registration as a broker-dealer;

(d) under any applicable net capital rule of the SEC or any national securities exchange, your aggregate indebtedness exceeds 1,000% of your net capital.

You agree that you shall notify us immediately of any such proceeding, application, revocation, suspension or indebtedness level.

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SCHEDULE C

This Schedule C comprises the agreement pursuant to which you may be compensated for providing administrative support services to your Customers who may from time to time beneficially own shares in one or more of the Funds that have a Board approved shareholder servicing plan. To the extent that any terms of this Schedule C conflict with any other terms of the Agreement, the terms of this Schedule C shall prevail as to the subject matter hereof.

1. Provision of Shareholder Services

(a) You agree to provide personal services to your Customers who are investors in the Funds and/or maintain shareholder accounts, all to the extent you are permitted to do so under Applicable Law.

(b) You shall perform all such services in a professional, competent and timely manner.

(c) You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the support services contemplated hereby. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement.

(d) You represent, warrant and agree that the services described in Section 1(a) of this Schedule C are primarily intended to provide administrative support to your Customers who own shares of the Funds, not to sell shares issued by the Funds.

2. Status of Servicing Agent: For all purposes of this Agreement you will be deemed to be an independent servicing agent, and will have no authority to act as agent for us or the Funds in any other capacity, except as expressly provided herein.

3. Indemnification

By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us and the Funds harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder for the purchase, redemption, transfer or registration of the Funds’ shares (or orders relating to the same) by or on behalf of Customers.

4. Compensation

(a) In consideration of the services and facilities provided by you hereunder, we or the Funds may pay to you a periodic fee based upon a percentage of the average daily net asset value of the Fund shares attributable to you up to the maximum fee disclosed in the prospectus as full payment for your services. The fee rate payable to you may be prospectively increased or decreased by the Fund, in their sole discretion, at any time upon notice to you.

(b) Compensation payable under this Schedule C is subject to, among other things, the FINRA Conduct Rules governing receipt by FINRA members of service fees from registered investment companies (the “Service Fee Rule”). Such compensation shall only be paid if permissible under the Service Fee Rule and shall not be payable for services that are deemed to be distribution-related services.

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5. Reports

You agree to furnish us and the Funds with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Customers of the services described herein), and will otherwise cooperate with us and the Funds (including, without limitation, any auditors or legal counsel designated by us or the Funds), in connection with the preparation of reports to our Board(s) of Directors/Trustees concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by Applicable Law.

6. Agreement Not Exclusive

We or the Funds may enter into other similar agreements with any other person or persons without your consent.

7. Effectiveness and Termination

(a) The Agreement, including this Schedule C, shall cancel and supersede any and all prior Shareholder Servicing Agreements or similar agreements or contracts relating to the provision of similar support services between you and us or the Funds.

(b) Notwithstanding any other provision of the Agreement, this Schedule C is terminable with respect to any series of Shares, without penalty, at any time by the Funds (which termination may be by a vote of a majority of the Directors/Trustees who are not interested persons, as that term is defined in the 1940 Act, of the applicable legal entity for the series of shares, as appropriate) or by you upon written notice to us and the Funds.

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SCHEDULE D

1. You may settle Fund share redemptions via NSCC Fund/Serv and without a guaranteed endorsement provided: (a) the wire order redemption request is placed through NSCC Fund/Serv and (b) in the case of certificated shares, the appropriate certificate(s) are received as settlement and the reverse of such certificate(s) is not completed or signed in a manner deemed inconsistent by us or the Transfer Agent.

2. If we agree to participate in the NSCC “Networking” program with you, you and we may execute a separate agreement provided that, to the extent that any terms of this Agreement conflict with the terms of such separate agreement, the terms of this Agreement shall prevail. We agree that you may act through the Transfer Agent, the Networking channels and Fund/Serv without supporting documentation from your Customers (including customers of Originating Firms if you are a clearing broker), provided:

(a) You provide all necessary, requested, updating and reconciling information to ensure the accuracy of records and to enable the Transfer Agent to maintain an accurate cross-reference file between Customer records and the Fund account records, which shall remain the official records of all Fund shareholder accounts. You agree that the Transfer Agent will not be responsible for changes to the file until a reasonable time after receipt.

(b) You promptly will provide us with all applicable information regarding adverse claims, governmental and legal inquiries and correspondence.

(c) You will report to your Customers all information the Funds must report on shareholder confirmations or otherwise under any Applicable Law or the terms of the Prospectus or which we, the Transfer Agent or the Funds provide you. Such reporting shall be complete, accurate and timely.

(d) You will ensure that cash distributions are accurately paid to your Customer at the time specified by the Fund and you shall be solely responsible for any liabilities arising from payments reported by Customers as lost, stolen or forged.

3. You further agree: that if you are acting as a clearing broker, you have obtained the prior written consent of each Originating Firm to all terms of this Schedule and the separate agreement and that all actions taken will be approved in advance by the applicable Originating Firm; to perform all duties, functions or responsibilities described herein and in any associated Networking Agreement in a businesslike and competent manner; that you or the Originating Firm has the prior sufficient consent of each Customer whose account is to be placed in or transferred to a Networking account, having first informed each Customer in writing of all related material facts; that all your instructions and actions regarding Networked accounts will be accurate, complete and in the appropriate format; that you will be deemed to guarantee in proper order of your Customer’s signature and the taking of any action as to which the Transfer Agent normally requires a signature guarantee; that you will obtain and maintain, and provide upon request, all documents or information for each Networking account required by Applicable Law; that you will maintain adequate insurance coverage for your obligations hereunder and provide us upon request with an appropriate certificate of insurance; and that you will perform all federal, state and local tax reporting with respect to transactions in shares through the NSCC Fund/Serv program.

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SCHEDULE 22c-2

As used in this Schedule 22c-2, the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts:

The term “Intermediary” shall mean (i) any broker, dealer, bank, or other entity that holds securities of record issued by the Fund in nominee name; and (ii) in the case of a participant-directed employee benefit plan that owns securities issued by the Fund (1) a retirement plan administrator under ERISA or (2) any entity that maintains the plan’s participant records.

The term “Fund” shall mean an open-ended management investment company that is registered or required to register under section 8 of the Investment Company Act of 1940, as amended (“1940 Act”) and includes (i) an investment adviser to or administrator for the Fund, (ii) the principal underwriter or distributor for the Fund (“Fund Agent”), or (iii) the transfer agent for the Fund. The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the 1940 Act.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Fund Agent and the Intermediary hereby agree as follows:

Shareholder Information

a. Agreement to Provide Information. Intermediary agrees to provide a Fund, Fund Agent or its affiliates or designee promptly upon written request, the taxpayer identification number (“TIN”), if known, the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”) associated with the Shareholder, if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by Intermediary during the period covered by the request.

i. Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

ii. Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Fund, Fund Agent or its designee promptly, but in any event not later than five (5) business days, after receipt of a request. If the requested information is not on Intermediary’s books and records, Intermediary agrees to: (i) provide or arrange to provide to the Fund the requested information from shareholders who hold an account with an indirect intermediary; or (ii) if directed by the Fund, block further purchases of Fund shares from such indirect intermediary. In such instance, Intermediary agrees to inform the Fund whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an “indirect intermediary” has the same meaning as in SEC Rule 22c-2 under the 1940 Act.

iii. Limitations on Use of Information. The Fund and Fund Agent agree not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with

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the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws.

b. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund or Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

i. Form of Instructions. Instructions must include the TIN, ITIN or GII and the participant account number associated with the Shareholder, if known, and the specific restriction(s) to be executed, including how long the restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the participant account number associated with the Shareholder is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

ii. Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary.

iii. Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund and Fund Agent that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

c. Definitions. For purposes of this Schedule 22c-2:

i. The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary.

ii. The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name.

iii. The term “written” includes electronic writings and facsimile transmissions.

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Exhibit 12

LOGO

Leo N. Hitt

Direct Phone: +1 412 288 3298
Email: [email protected]

Reed Smith LLP

Reed Smith Centre
225 Fifth Avenue
Pittsburgh, PA 15222-2716

+1 412 288 3131

Fax +1 412 288 3063

reedsmith.com

August 9, 2019

Thrivent International Allocation Fund

c/o Thrivent Mutual Funds

625 Fourth Avenue South

Minneapolis, Minnesota 55415

Thrivent Partner Emerging Markets Equity Fund

c/o Thrivent Mutual Funds

625 Fourth Avenue South

Minneapolis, Minnesota 55415

Ladies and Gentlemen:

You have requested our opinion concerning certain federal income tax consequences of a transaction (the “Reorganization”) in which all of the assets of Thrivent Partner Emerging Markets Equity Fund (the “Target Fund”), a series of Thrivent Mutual Funds, a Massachusetts business trust, will be acquired by Thrivent International Allocation Fund (the “Acquiring Fund”), also a series of Thrivent Mutual Funds, solely for shares of the Acquiring Fund (the “Acquiring Fund Shares”), which shall thereafter be distributed to the shareholders of the Target Fund (the “Target Fund Shareholders”) in liquidation of the Target Fund. Each of the Acquiring Fund and the Target Fund is a separate portfolio of Thrivent Mutual Funds, and each of them is treated as a separate corporation under Section 851(g) of the Internal Revenue Code of 1986, as amended (the “Code”). Both the Acquiring Fund and the Target Fund have elected to be taxed as Regulated Investment Companies under Section 851(a) of the Code. The terms and conditions of the Reorganization are set forth in an Agreement and Plan of Reorganization dated as of July 30, 2019 (the “Agreement”), by and between Thrivent Mutual Funds, on behalf of its series, the Acquiring Fund, and Thrivent Mutual Funds, on behalf of its series, the Target Fund, attached hereto as Annex C. This opinion is rendered to you pursuant to paragraph 6(K) of the Agreement.

We have reviewed and relied upon the certificates provided to us by the Acquiring Fund and the Target Fund in connection with the rendering of this opinion, attached hereto as Annex A and Annex B, and such other documents and instruments as we have deemed necessary for the purposes of this opinion.

ABU DHABI ◆ ATHENS ◆ AUSTIN ◆ BEIJING ◆ CENTURY CITY ◆ CHICAGO ◆ DALLAS ◆ DUBAI ◆ FRANKFURT ◆ HONG KONG ◆ HOUSTON ◆ KAZAKHSTAN ◆ LONDON ◆ LOS ANGELES ◆ MIAMI ◆ MUNICH

NEW YORK ◆ PARIS ◆ PHILADELPHIA ◆ PITTSBURGH ◆ PRINCETON ◆ RICHMOND ◆ SAN FRANCISCO ◆ SHANGHAI ◆ SILICON VALLEY ◆ SINGAPORE ◆ TYSONS ◆ WASHINGTON, D.C. ◆ WILMINGTON

Thrivent International Allocation Fund

Thrivent Partner Emerging Markets Equity Fund

August 9, 2019

Page 2

Based upon and subject to the foregoing, and assuming that the Reorganization will take place as described in the Agreement, we are of the opinion that, for federal income tax purposes:

(a) the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b) under Section 361 of the Code, no gain or loss will be recognized by the Target Fund upon the transfer of its assets to the Acquiring Fund in exchange for Acquiring Fund shares, or upon the distribution of Acquiring Fund shares by the Target Fund to its shareholders in liquidation;

(c) under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon receipt of the assets transferred to the Acquiring Fund in exchange for Acquiring Fund shares;

(d) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in each asset that the Acquiring Fund receives from the Target Fund will be the same as the Target Fund’s tax basis in such asset immediately prior to such exchange;

(e) under Section 1223(2) of the Code, the Acquiring Fund’s holding periods in each asset will include the Target Fund’s holding periods in such asset;

(f) under Section 354 of the Code, no gain or loss will be recognized by shareholders of the Target Fund on the distribution of Acquiring Fund shares to them in exchange for their shares of the Target Fund;

(g) under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund shares that the Target Fund’s shareholders receive in exchange for their Target Fund shares will be the same as the aggregate tax basis of the Target Fund shares exchanged therefor;

(h) under Section 1223(1) of the Code, a Target Fund shareholder’s holding period for the Acquiring Fund shares received in the Reorganization will be determined by including the holding period for the Target Fund shares exchanged therefor, provided that the shareholder held the Target Fund shares as a capital asset on the date of the exchange; and

(i) under Section 381 of the Code, the Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Section 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder

Notwithstanding anything herein to the contrary, we express no opinion as to the effect of the Reorganization on the Acquiring Fund, the Target Fund or any Target Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes

Thrivent International Allocation Fund

Thrivent Partner Emerging Markets Equity Fund

August 9, 2019

Page 3

as of the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.

This opinion is expressed as of the date hereof and is based upon the Code, Treasury regulations promulgated thereunder, administrative positions of the Internal Revenue Service (the “Service”), and judicial decisions, all of which are subject to change either prospectively or retroactively. There can be no assurance that changes in the law will not take place which could affect the opinions expressed herein or that contrary positions may not be taken by the Service. We disclaim any undertaking to advise you with respect to any event subsequent to the date hereof.

The opinions contained herein are limited to those matters expressly covered; no opinion is to be implied in respect of any other matter. This opinion is addressed solely to you and may not be relied upon by any other person without our prior written consent.

Very truly yours,

/s/ Reed Smith LLP

LNH:CDD:dh

Exhibit 13.10

AMENDMENT NO. 10

TO ADMINISTRATIVE SERVICES AGREEMENT

(Thrivent Mutual Funds)

Thrivent Asset Management, LLC (“TAM”) and Thrivent Mutual Funds (“TMF”) hereby agree that, with respect to the Administrative Services Agreement dated January 1, 2009, as amended, between TAM and TMF (the “Agreement”), effective August 9, 2019, the Agreement is amended to reflect that Thrivent Partner Emerging Markets Equity Fund merged into Thrivent International Allocation Fund.

A revised Exhibit A is attached hereto.

THRIVENT MUTUAL FUNDS


By:		/s/ David S. Royal
		David S. Royal
		President and Chief Investment Officer


THRIVENT ASSET MANAGEMENT, LLC

By:		/s/ Gerard V. Vaillancourt
		Gerard V. Vaillancourt
		Vice President, Chief Financial Officer and Treasurer

EXHIBIT A

(Effective August 9, 2019)

1.	Thrivent Aggressive Allocation Fund

2.	Thrivent Balanced Income Plus Fund

3.	Thrivent Diversified Income Plus Fund

4.	Thrivent Global Stock Fund

5.	Thrivent Government Bond Fund

6.	Thrivent High Income Municipal Bond Fund

7.	Thrivent High Yield Fund

8.	Thrivent Income Fund

9.	Thrivent International Allocation Fund

10.	Thrivent Large Cap Growth Fund

11.	Thrivent Large Cap Value Fund

12.	Thrivent Limited Maturity Bond Fund

13.	Thrivent Low Volatility Equity Fund

14.	Thrivent Mid Cap Stock Fund

15.	Thrivent Moderate Allocation Fund

16.	Thrivent Moderately Aggressive Allocation Fund

17.	Thrivent Moderately Conservative Allocation Fund

18.	Thrivent Money Market Fund

19.	Thrivent Multidimensional Income Fund

20.	Thrivent Municipal Bond Fund

21.	Thrivent Opportunity Income Plus Fund

22.	Thrivent Small Cap Growth Fund

23.	Thrivent Small Cap Stock Fund

Exhibit 13.14

AMENDMENT NO. 3

TO AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

(Thrivent Mutual Funds)

Thrivent Mutual Funds (“TMF”) and Thrivent Financial Investor Services Inc. (“TFISI”) hereby agree that, with respect to the AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT, dated as of January 1, 2018, as amended from time to time, by and between TMF and TFISI (the “Agreement”), effective August 9, 2019, the Agreement is amended to reflect that Thrivent Partner Emerging Markets Equity Fund merged into Thrivent International Allocation Fund.

A revised Schedule A is attached hereto.


THRIVENT MUTUAL FUNDS		THRIVENT FINANCIAL
		INVESTOR SERVICES INC.


By:	/s/ David S. Royal	By:	/s/ Kathryn A. Stelter

David S. Royal			Kathryn A. Stelter
President and Chief Investment Officer			Vice President and Chief Operations Officer


ATTEST:		ATTEST:



By:	/s/ John D. Jackson	By:	/s/ John D. Jackson

SCHEDULE A

Thrivent

Aggressive Allocation Fund

Thrivent

Moderately Aggressive Allocation Fund

Thrivent

Moderate Allocation Fund

Thrivent

Moderately Conservative Allocation Fund

Thrivent

Small Cap Stock Fund

Thrivent

Mid Cap Stock Fund

Thrivent

International Allocation Fund

Thrivent

Large Cap Growth Fund

Thrivent

Large Cap Value Fund

Thrivent

Global Stock Fund

Thrivent

Balanced Income Plus Fund

Thrivent

High Yield Fund

Thrivent

Diversified Income Plus Fund

Thrivent

Municipal Bond Fund

Thrivent

Income Fund

Thrivent

Opportunity Income Plus Fund

Thrivent

Government Bond Fund

Thrivent

Limited Maturity Bond Fund

Thrivent

Money Market Fund

Thrivent

Low Volatility Equity Fund

Thrivent

Multidimensional Income Fund

Thrivent

High Income Municipal Bond Fund

Thrivent

Small Cap Growth Fund

Exhibit 13.19

SCHEDULE 1

AVAILABLE SECURITIES

Amended August 9, 2019


Fund Family		Fund Name
Thrivent Mutual Funds		Thrivent Aggressive Allocation Fund
Thrivent Mutual Funds		Thrivent Balanced Income Plus Fund
Thrivent Mutual Funds		Thrivent Diversified Income Plus Fund
Thrivent Mutual Funds		Thrivent Global Stock Fund
Thrivent Mutual Funds		Thrivent Government Bond Fund
Thrivent Mutual Funds		Thrivent High Yield Fund
Thrivent Mutual Funds		Thrivent Income Fund
Thrivent Mutual Funds		Thrivent International Allocation Fund
Thrivent Mutual Funds		Thrivent Large Cap Growth Fund
Thrivent Mutual Funds		Thrivent Large Cap Value Fund
Thrivent Mutual Funds		Thrivent Limited Maturity Bond Fund
Thrivent Mutual Funds		Thrivent Low Volatility Equity Fund
Thrivent Mutual Funds		Thrivent Mid Cap Stock Fund
Thrivent Mutual Funds		Thrivent Moderate Allocation Fund
Thrivent Mutual Funds		Thrivent Moderately Aggressive Allocation Fund
Thrivent Mutual Funds		Thrivent Moderately Conservative Allocation Fund
Thrivent Mutual Funds		Thrivent Multidimensional Income Fund
Thrivent Mutual Funds		Thrivent Opportunity Income Plus Fund
Thrivent Mutual Funds		Thrivent Small Cap Growth Fund
Thrivent Mutual Funds		Thrivent Small Cap Stock Fund
Thrivent Series Fund, Inc.		Thrivent Aggressive Allocation Portfolio
Thrivent Series Fund, Inc.		Thrivent All Cap Portfolio
Thrivent Series Fund, Inc.		Thrivent Balanced Income Plus Portfolio
Thrivent Series Fund, Inc.		Thrivent Diversified Income Plus Portfolio
Thrivent Series Fund, Inc.		Thrivent Global Stock Portfolio
Thrivent Series Fund, Inc.		Thrivent Government Bond Portfolio
Thrivent Series Fund, Inc.		Thrivent High Yield Portfolio
Thrivent Series Fund, Inc.		Thrivent Income Portfolio
Thrivent Series Fund, Inc.		Thrivent International Allocation Portfolio
Thrivent Series Fund, Inc.		Thrivent Large Cap Growth Portfolio
Thrivent Series Fund, Inc.		Thrivent Large Cap Index Portfolio
Thrivent Series Fund, Inc.		Thrivent Large Cap Value Portfolio
Thrivent Series Fund, Inc.		Thrivent Limited Maturity Bond Portfolio
Thrivent Series Fund, Inc.		Thrivent Low Volatility Equity Portfolio


Thrivent Series Fund, Inc.		Thrivent Mid Cap Index Portfolio
Thrivent Series Fund, Inc.		Thrivent Mid Cap Stock Portfolio
Thrivent Series Fund, Inc.		Thrivent Moderate Allocation Portfolio
Thrivent Series Fund, Inc.		Thrivent Moderately Aggressive Allocation Portfolio
Thrivent Series Fund, Inc.		Thrivent Moderately Conservative Allocation Portfolio
Thrivent Series Fund, Inc.		Thrivent Multidimensional Income Portfolio
Thrivent Series Fund, Inc.		Thrivent Opportunity Income Plus Portfolio
Thrivent Series Fund, Inc.		Thrivent Partner Emerging Markets Equity Portfolio
Thrivent Series Fund, Inc.		Thrivent Partner Growth Stock Portfolio
Thrivent Series Fund, Inc.		Thrivent Partner Healthcare Portfolio
Thrivent Series Fund, Inc.		Thrivent Real Estate Securities Portfolio
Thrivent Series Fund, Inc.		Thrivent Small Cap Growth Portfolio
Thrivent Series Fund, Inc.		Thrivent Small Cap Index Portfolio
Thrivent Series Fund, Inc.		Thrivent Small Cap Stock Portfolio
Thrivent Core Funds		Thrivent Core Emerging Markets Debt Fund
Thrivent Core Funds		Thrivent Core International Equity Fund
Thrivent Core Funds		Thrivent Core Low Volatility Fund

		Each registered investment company or series thereof set forth on Exhibit A, as amended, severally and not jointly

		By /s/ Michael Kremenak
		Name: Michael Kremenak
		Title: Secretary and Chief Legal Officer

		GOLDMAN SACHS BANK USA

		By /s/ Christel Carroll
		Name: Christel Carroll
		Title: Vice President

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