Thrivent Series Fund DEF 14A Definitive proxy

United States

Securities and Exchange Commission

Washington, DC 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Rule 14a-12

Thrivent Series Fund, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of filing fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Thrivent Series Fund, Inc.

901 Marquette Avenue, Suite 2500

Minneapolis, MN 55402-3211

June 13, 2022

Dear Contractholder:

The Board of Directors (the “Board”) of Thrivent Series Fund, Inc. (the “Fund”) has scheduled a special meeting of shareholders of each series of the Fund (each, a “Portfolio,” and collectively, the “Portfolios”) for July 20, 2022, (with any adjournments, postponements, or delays of the meeting, the “Special Meeting”), with the purpose of voting on a proposal to elect ten nominees named in the attached proxy statement to the Board. Seven nominees are current Directors of the Fund, and three nominees would, if elected, be new Directors of the Fund. Please see the enclosed Proxy Statement for information about this proposal.

As further described in the Proxy Statement, Thrivent Financial for Lutherans (“Thrivent Financial”) and separate accounts of other insurance companies not affiliated with Thrivent Financial are direct shareholders of the Portfolios and the sponsors of variable life insurance contracts and variable annuity contracts (each, a “Variable Contract”) funded by the separate accounts invested in the Portfolios. As the holder of a Variable Contract, you are being solicited for voting instructions so that shares of the Portfolios may be voted in proportion to the instructions received.

Due to COVID-19 health and safety concerns, the Special Meeting will be conducted online only on July 20, 2022, at 2:30 p.m. Central Time. You will not be able to attend the meeting in person.

You will be able to attend and participate in the Special Meeting online by visiting register.proxypush.com/TSF, where you will be able to listen to the meeting live, submit questions and vote.

To be admitted to the Special Meeting and vote your shares, you must register in advance at register.proxypush.com/TSF and provide the control number as provided in the proxy card or voting instruction card. Upon completing your registration, you will receive further instructions via email, including unique links to access the Special Meeting and to submit questions in advance of the Special Meeting.

If you are not planning to attend the Special Meeting online, please vote before July 20, 2022, in one of the other ways described below.

Your vote counts! You may vote quickly and easily in any one of these ways:

•

Internet: see the instructions on the enclosed proxy card or voting instruction card.

•

Phone: see the instructions on the enclosed proxy card or voting instruction card.

•

Mail: use the enclosed proxy card or voting instruction card and postage-paid envelope.

•

Attend the virtual Special Meeting: attend the Special Meeting online on July 20, 2022. You can register to attend and vote at the Special Meeting online by following the instructions on the enclosed proxy card or voting instruction card.

Thank you for taking these matters seriously and participating in this important process.

Sincerely,

LOGO

David S. Royal

President and Chief Investment Officer

Thrivent Series Fund, Inc.

Important Information on the Proposal

Although we recommend that you read the complete Proxy Statement, we have provided the following questions and answers to clarify and summarize the matter to be voted on (the “Proposal”).

Q: Why is a shareholder meeting being held?

A: Thrivent Series Fund, Inc. (the “Fund”) is holding a special meeting of shareholders of each series of the Fund (each, a “Portfolio,” and collectively, the “Portfolios”) to be held virtually on July 20, 2022 (with any adjournments, postponements, or delays of the meeting, the “Special Meeting”), to elect directors of the Fund’s Board of Directors (the “Board”). The Proposal, unanimously approved by the Board, is to elect ten nominees named in the attached proxy statement, seven of whom are current Directors of the Fund, and three nominees who would, if elected, be new Directors of the Fund (each a “Director nominee” and, collectively, the “Director nominees”).

Q: Who can vote?

A: Each Portfolio is a separate series of the Fund, which is an open-end investment company commonly called a mutual fund. Shares of the Portfolios may be sold to:

•

Separate accounts of Thrivent Financial for Lutherans (“Thrivent Financial”), which are used to fund benefits under various variable life insurance and variable annuity contracts issued by Thrivent Financial;

•

Separate accounts of other insurance companies not affiliated with Thrivent Financial, which are used to fund benefits under variable life insurance and variable annuity contracts issued by such insurance companies; and

•

Other Portfolios of the Fund.

Owners as of June 3, 2022, of the variable life insurance contracts and variable annuity contracts (each, a “Variable Contract” and such owners, “Contractholders”) funded by separate accounts of Thrivent Financial or other insurance companies not affiliated with Thrivent Financial invested in one or more of the Portfolios (each, a “Shareholder” and collectively, the “Shareholders”) are entitled to vote at the Special Meeting. The Portfolios are investment options in the separate accounts held directly by the Shareholders, which are used to fund the Variable Contracts issued by the Shareholders. Accordingly, Contractholders are being solicited to provide voting instructions to the direct Shareholders, which will in turn cast votes in accordance with instructions received from the Contractholders. If your voting instructions are not timely received, any shares of a Portfolio attributable to a Variable Contract you own will be voted by the respective Shareholder in proportion to the voting instructions actually received for all Variable Contracts issued by that Shareholder participating in the proxy solicitation for the Portfolio. This voting procedure may result in a relatively small number of Contractholders determining the outcome of the vote.

Any shares of a Portfolio held by Thrivent Financial or its affiliates for their own account and any shares held in an asset allocation portfolio managed by Thrivent Financial, the investment adviser to the Portfolios, will also be voted in proportion to the voting instructions received from all Contractholders participating in the proxy solicitation for

each Portfolio. This voting procedure may also result in a relatively small number of Contractholders determining the outcome of the vote.

Q: How does the Board recommend I vote on the Proposal?

A: The Board has reviewed the qualifications and backgrounds of the non-incumbent Director nominees and believes that the addition of these individuals to the Board would benefit the Fund and its shareholders. The proposed non-incumbent Directors have extensive investment management other professional experience and would be able to provide meaningful oversight of the Fund’s operations and the investment adviser’s efforts to navigate the complexities of today’s financial markets and the evolution of the Fund’s business.

In addition, the election of all incumbent Directors at this time will allow the Board, in the future, to appoint multiple additional Directors to the Board within the requirements of the Investment Company Act of 1940. As more fully explained in the Proxy Statement, due to restrictions on the percentage of Directors that have not been elected by shareholders, the Board is unable to make additional Director appointments now or in the future.

As the financial markets and regulatory framework in which the Fund operates evolve over time, different needs arise. In order to meet these changing needs, the Board wishes to be able to appoint Directors with the expertise and experience to maintain, and even enhance, the strength of the Board’s oversight of the Fund’s operations. As a result, the Board recommends approval of the Proposal to elect the Board nominees as Directors of the Fund and that you vote “FOR” each Board nominee.

Q: Will my vote make a difference?

A: Yes! Your vote is needed to ensure that the proposal can be acted upon at the Special Meeting. Your immediate response will help save the costs of any further solicitation. We encourage you to participate in the governance of your Fund’s portfolios.

Q: Who will pay the costs associated with the proxy solicitation and Special Meeting?

A: The costs of electing directors are an expense of the Fund and all direct costs associated with the proxy solicitation and Special Meeting, including printing, distribution, and any proxy solicitation costs as well as the costs of the Special Meeting, will be borne by the Portfolios. The costs to the Portfolios are not expected to exceed $259,794 in the aggregate. Such costs will be allocated among the Portfolios based upon their respective number of Contractholders. Certain indirect costs such as internal resources and support will be borne by the Portfolios’ investment adviser, Thrivent Financial, or an affiliate.

Q: How can I vote?

A: Contractholders are invited to attend the Special Meeting online to cast their vote. Due to COVID-19 safety concerns, the Special Meeting will be conducted online only and shareholders will not be able to attend in person.

You will be able to attend and participate in the Special Meeting online by visiting register.proxypush.com/TSF, where you will be able to listen to the meeting live, submit questions and vote.

To be admitted to the Special Meeting and vote your shares, you must register in advance at register.proxypush.com/TSF and provide the control number as provided in the proxy card, or voting instruction card. Upon completing your registration, you will receive further instructions via email, including unique links to access the Special Meeting and to submit questions in advance of the Special Meeting.

You may also vote by executing a proxy using one of three methods:

•

Internet: Instructions for casting your vote via the Internet can be found in the enclosed proxy voting materials. The required control number is printed on your enclosed proxy card or voting instruction card. If this feature is used, there is no need to mail the proxy card or voting instruction card.

•

Phone: Instructions for casting your vote via phone can be found in the enclosed proxy voting materials. The toll-free number and required control number are printed on your enclosed proxy card or voting instruction card. If this feature is used, there is no need to mail the proxy card or voting instruction card.

•

Mail: If you vote by mail, please indicate your voting instructions on the enclosed proxy card or voting instruction card, date and sign the card, and return it in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States.

Contractholders who execute proxies by Internet, phone or mail may revoke them at any time prior to the Special Meeting by filing with the Fund a written notice of revocation; executing and returning another proxy bearing a later date; voting later by Internet or phone; or participating in the Special Meeting online and providing new voting instructions. Participating in the Special Meeting online will not by itself revoke any previously submitted voting instructions.

Q: How do I attend the Special Meeting online?

A: There is no physical location for the Special Meeting. To attend the Special Meeting online, please visit register.proxypush.com/TSF and follow the instruction as outlined on the website.

The Special Meeting will be a webcast that you can view on your browser with no plug-ins or downloads required. You can access the Special Meeting online using your computer, tablet or mobile device.

Access to the Special Meeting Online. A live audio webcast of the Special Meeting will begin promptly at 2:30 p.m. Central Time on July 20, 2022. Online access to the audio webcast will open approximately 15 minutes in advance of the meeting start time. You should ensure that you have a strong Wi-Fi connection wherever you intend to participate in the Special Meeting and give yourself plenty of time to log in and ensure that you can hear audio prior to the start of the Special Meeting.

Registration. To attend the Special Meeting online, you must register at register.proxypush.com/TSF. You will receive an email confirming your registration, and you will receive a link with instructions on how to access the Special Meeting approximately one hour prior to its start time. However, you will not be able to join the Special Meeting until 15 minutes before it is scheduled to start.

Q: Who should I call if I have questions about the Proposal?

A: If you need assistance, you may call Mediant Communications at 888-441-3205 from 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday. Your call will be answered by a live representative that can assist you with questions on the proposal or the voting process and accept your vote on a recorded line. Please have your proxy card or voting instruction card ready when calling.

Thrivent Aggressive Allocation Portfolio

Thrivent All Cap Portfolio

Thrivent Balanced Income Plus Portfolio

Thrivent Diversified Income Plus Portfolio

Thrivent ESG Index Portfolio

Thrivent Global Stock Portfolio

Thrivent Government Bond Portfolio

Thrivent High Yield Portfolio

Thrivent Income Portfolio

Thrivent International Allocation Portfolio

Thrivent International Index Portfolio

Thrivent Large Cap Growth Portfolio

Thrivent Large Cap Index Portfolio

Thrivent Large Cap Value Portfolio

Thrivent Limited Maturity Bond Portfolio

Thrivent Low Volatility Equity Portfolio

Thrivent Mid Cap Growth Portfolio

Thrivent Mid Cap Index Portfolio

Thrivent Mid Cap Stock Portfolio

Thrivent Mid Cap Value Portfolio

Thrivent Moderate Allocation Portfolio

Thrivent Moderately Aggressive Allocation Portfolio

Thrivent Moderately Conservative Allocation Portfolio

Thrivent Money Market Portfolio

Thrivent Multidimensional Income Portfolio

Thrivent Opportunity Income Plus Portfolio

Thrivent Partner Emerging Markets Equity Portfolio

Thrivent Partner Healthcare Portfolio

Thrivent Real Estate Securities Portfolio

Thrivent Small Cap Growth Portfolio

Thrivent Small Cap Index Portfolio

Thrivent Small Cap Stock Portfolio

Series of

Thrivent Series Fund, Inc.

901 Marquette Avenue, Suite 2500

Minneapolis, Minnesota 55402-3211

Notice of Special Meeting of Shareholders

to be Held on July 20, 2022

A special meeting of shareholders (with any adjournments, postponements, or delays of the meeting, the “Special Meeting”) of each series of Thrivent Series Fund, Inc. (the “Fund”) listed above (each, a “Portfolio,” and collectively, the “Portfolios”) will be held on July 20, 2022, at 2:30 p.m. Central Time. Due to COVID-19 safety concerns, the Special Meeting will be held online only and shareholders will not be able to attend the Special Meeting in person. To participate in the Special Meeting online, shareholders eligible to vote at the Special Meeting must register in advance at register.proxypush.com/TSF and provide the control number as provided in the proxy card or voting instruction card. The Board of Directors of the Fund has fixed the close of business on June 3, 2022, as the record date for determining shareholders entitled to notice of, and to vote at, the Special Meeting. Upon completing your registration, you will receive further instructions via email, including unique links to access the Special Meeting, where you will be able to listen to the meeting live, submit questions and vote, and to submit questions in advance of the Special Meeting.

The Special Meeting is being held for the following purposes:

1.	To elect Janice B. Case, Robert J. Chersi, Arleas Upton Kea, Michael W. Kremenak, Paul R. Laubscher, Robert J. Manilla, James A. Nussle, David S. Royal, James W. Runcie and Constance L. Souders, to serve on the Board as Directors of the Fund.

2.	To transact such other business that may properly be presented at the Special Meeting.

Each Portfolio is a separate series of the Fund, which is an open-end investment company commonly called a mutual fund. Shares of the Portfolios may be sold to:

•

Other Portfolios of the Fund.

Contractholders are invited to attend the Special Meeting online to cast their vote. Due to COVID-19 safety concerns, the Special Meeting will be conducted online only and Contractholders will not be able to attend in person.

You may also vote by executing a proxy using one of three methods:

•

The Board recommends that you cast your vote FOR the Proposal as described in the Proxy Statement.

Your vote is important

Please promptly return your proxy card or voting instruction card, or record your voting instructions, no matter how many shares you own. In order to avoid the additional expense of further solicitation, we ask that you promptly mail your proxy card or voting instruction card, or record your voting instructions by Internet or phone, regardless of whether you plan to attend the Special Meeting online.

June 13, 2022

Jill M. Forte

Assistant Secretary

Thrivent Series Fund, Inc.


Thrivent Aggressive Allocation Portfolio		Thrivent Mid Cap Growth Portfolio
Thrivent All Cap Portfolio		Thrivent Mid Cap Index Portfolio
Thrivent Balanced Income Plus Portfolio		Thrivent Mid Cap Stock Portfolio
Thrivent Diversified Income Plus Portfolio		Thrivent Mid Cap Value Portfolio
Thrivent ESG Index Portfolio		Thrivent Moderate Allocation Portfolio
Thrivent Global Stock Portfolio		Thrivent Moderately Aggressive Allocation Portfolio
Thrivent Government Bond Portfolio		Thrivent Moderately Conservative Allocation Portfolio
Thrivent High Yield Portfolio		Thrivent Money Market Portfolio
Thrivent Income Portfolio		Thrivent Multidimensional Income Portfolio
Thrivent International Allocation Portfolio		Thrivent Opportunity Income Plus Portfolio
Thrivent International Index Portfolio		Thrivent Partner Emerging Markets Equity Portfolio
Thrivent Large Cap Growth Portfolio		Thrivent Partner Healthcare Portfolio
Thrivent Large Cap Index Portfolio		Thrivent Real Estate Securities Portfolio
Thrivent Large Cap Value Portfolio		Thrivent Small Cap Growth Portfolio
Thrivent Limited Maturity Bond Portfolio		Thrivent Small Cap Index Portfolio
Thrivent Low Volatility Equity Portfolio		Thrivent Small Cap Stock Portfolio

Series of

Thrivent Series Fund, Inc.

901 Marquette Avenue, Suite 2500

Minneapolis, Minnesota 55402-3211

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Thrivent Series Fund, Inc. (the “Fund”) to be used at a special meeting of shareholders (with any adjournments, postponements, or delays of the meeting, the “Special Meeting”) of each series of the Fund listed above (each, a “Portfolio,” and collectively, the “Portfolios”). The Special Meeting will be held on July 20, 2022, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders, which are also described below and discussed in greater detail elsewhere in this Proxy Statement. To avoid the additional expense of further solicitation, the Board requests that you promptly complete and mail your enclosed proxy card or voting instruction card, or record your voting instructions by Internet or phone, regardless of whether you plan to attend the Special Meeting online. This Proxy Statement and the accompanying Notice of Special Meeting of Shareholders and proxy card or voting instruction card are first being made available to shareholders on or about June 20, 2022.

Each Portfolio is a separate series of the Fund, which is an open-end investment company commonly called a mutual fund. Shares in the Portfolios may be sold to:

•

Other Portfolios of the Fund.

Thrivent Financial, other insurance companies not affiliated with Thrivent Financial, and the other Portfolios of the Fund are the sole shareholders and record owners of the Portfolios and are entitled to vote all of the shares of the Portfolios at the Special Meeting. The voting rights of variable contract owners, and limitations on those rights, are explained in separate prospectuses relating to such variable contracts. This Proxy Statement and the accompanying

materials are being delivered to variable contract owners (who are sometimes referred to as “contractholders”) who, by virtue of their ownership of variable contracts, beneficially owned shares of one or more of the Portfolios as of the record date for the Special Meeting, June 3, 2022 (the “Record Date”), so that they may instruct Thrivent Financial or other insurance companies how to vote the shares of the Portfolio(s) underlying their variable contracts.

For ease of reference, the term “shareholders” will be used in this Proxy Statement to refer collectively to both record owners and beneficial owners of shares of one or more Portfolios (i.e., both owners of variable contracts funded by the Portfolios and shareholders of the Portfolios) as of the record date.

Proposal

At the Special Meeting, shareholders will be asked to vote on a proposal to elect Janice B. Case, Robert J. Chersi, Arleas Upton Kea, Michael W. Kremenak, Paul R. Laubscher, Robert J. Manilla, James A. Nussle, David S. Royal, James W. Runcie and Constance L. Souders, to serve on the Board as Directors of the Fund. In addition, shareholders will be asked to transact such other business that may properly be presented at the Special Meeting (the “Proposal”).

The Proposal, unanimously approved by the Board, is to elect the ten nominees named above (each a “Director nominee” and, collectively, the “Director nominees”), seven of whom are current Directors of the Fund, and three nominees who would, if elected, be new Directors of the Fund.

Quorum and Voting

Who is entitled to vote?

Shareholders of record of each Portfolio at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting.

Shareholders of each Portfolio of the Fund will vote together with each other Portfolio of the Fund. Shareholders of a Portfolio on the Record Date are entitled to one vote for each share held (a fractional share has a fractional vote), with no shares having cumulative voting rights.

The table below reflects the total number of shares of each class of each Portfolio issued and outstanding as of the Record Date.


Portfolio	Shares Outstanding
Thrivent Aggressive Allocation Portfolio		99,345,472.27
Thrivent All Cap Portfolio		8,924,704.94
Thrivent Balanced Income Plus Portfolio		28,666,056.69
Thrivent Diversified Income Plus Portfolio		95,364,276.13
Thrivent ESG Index Portfolio		2,489,941.24
Thrivent Global Stock Portfolio		20,501,342.36
Thrivent Government Bond Portfolio		17,893,837.20
Thrivent High Yield Portfolio		118,030,613.65
Thrivent Income Portfolio		58,459,915.88
Thrivent International Allocation Portfolio		37,863,487.46
Thrivent International Index Portfolio		1,885,515.21
Thrivent Large Cap Growth Portfolio		44,122,727.20
Thrivent Large Cap Index Portfolio		26,357,373.76
Thrivent Large Cap Value Portfolio		24,196,672.16
Thrivent Limited Maturity Bond Portfolio		40,794,950.16
Thrivent Low Volatility Equity Portfolio		3,883,142.77
Thrivent Mid Cap Growth Portfolio		3,940,151.31
Thrivent Mid Cap Index Portfolio		26,304,940.46
Thrivent Mid Cap Stock Portfolio		43,618,234.82
Thrivent Mid Cap Value Portfolio		2,676,902.81
Thrivent Moderate Allocation Portfolio		655,666,733.01
Thrivent Moderately Aggressive Allocation Portfolio		403,602,658.72
Thrivent Moderately Conservative Allocation Portfolio		369,850,722.81
Thrivent Money Market Portfolio		301,347,943.00
Thrivent Multidimensional Income Portfolio		6,407,732.64
Thrivent Opportunity Income Plus Portfolio		22,416,998.16
Thrivent Partner Emerging Markets Equity Portfolio		5,546,280.75
Thrivent Partner Healthcare Portfolio		10,401,743.58
Thrivent Real Estate Securities Portfolio		6,224,068.88
Thrivent Small Cap Growth Portfolio		5,436,243.95
Thrivent Small Cap Index Portfolio		32,041,844.62
Thrivent Small Cap Stock Portfolio		18,332,209.33

How Can I Vote?

Shareholders are invited to attend the Special Meeting online to cast their vote. Due to COVID-19 safety concerns, the Special Meeting will be conducted online only and shareholders will not be able to attend in person.

You may also vote by executing a proxy using one of three methods:

•

Shareholders who execute proxies by Internet, phone or mail may revoke them at any time prior to the Special Meeting by filing with the Fund a written notice of revocation; executing and returning another proxy bearing a later date; voting later by Internet or phone; or participating in the Special Meeting online and providing new voting instructions. Participating in the Special Meeting online will not by itself revoke any previously submitted voting instructions.

All properly executed proxies received prior to the Special Meeting will be voted at the Special Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Proxies received prior to the Special Meeting on which no vote is indicated will be voted “FOR” the approval of the Proposal. Proxy votes that are not timely received will not be counted for purposes of quorum or for or against the Proposal. Any shares of a Portfolio held by Thrivent Financial (the “Adviser”) or any of its affiliates for their own account and any shares held in asset allocation portfolios managed by Thrivent Financial will be voted in proportion to the proxies received from all contractholders participating in the proxy solicitation for the Portfolio. As a result of such proportional voting, a small number of contractholders may determine the outcome of the Proposal.

The proxy card grants discretion to the persons named as proxies to take such further action as they determine appropriate in connection with any other matter which may properly come before the Special Meeting. The Board does not currently know of any matter to be considered at the Special Meeting other than the matters set forth in the Notice of Special Meeting of Shareholders.

What is the requirement for a quorum?

A majority of the shares of the Fund entitled to vote at the Special Meeting represented at the Special Meeting online or by proxy constitutes a quorum. Thrivent Financial is the record owner of a majority of the shares of the Fund. Thrivent Financial’s representation at the special meeting will, therefore, assure the presence of a quorum.

What is the voting requirement to pass the Proposal?

Approval of the Proposal requires the affirmative vote of a plurality of the votes cast at the Special Meeting online or by proxy at the Special Meeting at which a quorum is present.

How are abstentions and broker non-votes handled?

Abstentions and broker non-votes (i.e., where a nominee such as a broker holding shares for beneficial owners votes on certain matters pursuant to discretionary authority or instructions from beneficial owners, but with respect to one or more proposals does not receive instructions from beneficial owners or does not exercise discretionary authority) will be deemed present for quorum purposes. Abstentions and broker non-votes are disregarded for voting requirement purposes since only votes “FOR” are considered in a plurality voting requirement.

How are voting instructions being solicited?

Solicitation of proxies is being made primarily by the mailing of this Proxy Statement with its enclosures on or about June 20, 2022. In addition to the solicitation of proxies by mail, employees of Thrivent Financial and its affiliates, without additional compensation, may solicit proxies in person or by telephone, telegraph, facsimile or oral communication. The Portfolios have engaged Mediant Communications (“Mediant”), a professional proxy services firm, to assist in the distribution of proxy materials and additional solicitation (if any) and the tabulation of proxies, pursuant to a Master Agreement with Donnelley Financial LLC, a partner and partial owner of Mediant, which includes a statement of work. Mediant is a subcontractor of Donnelley Financial LLC. The Master Agreement includes provisions for limitation of liability and termination and a statement of work describing Mediant’s obligations with respect to proxy solicitation. Thrivent Financial anticipates that additional solicitation by Mediant will not be necessary. Any direct costs associated with the proxy solicitation and Special Meeting, including printing, distribution, and any proxy solicitation costs as well as the costs of the Special Meeting, will be paid by the Portfolios while certain indirect costs will be paid by Thrivent Financial. The costs to the Portfolios for the distribution of proxy materials and the solicitation and tabulation of proxies are not expected to exceed $259,794. Such costs will be allocated among the Portfolios based upon their respective number of contractholders. If the Proposal is not approved, the Board will continue to consist of the existing Directors of the Fund.

We ask that you promptly mail your proxy card or voting instruction card, for which no postage is required if mailed in the United States, or record your voting instructions by Internet or phone, regardless of whether you plan to attend the online Special Meeting.

Additional Information about the Portfolios

The Portfolios’ organizational documents are filed as part of the Fund’s registration statement with the U.S. Securities and Exchange Commission. Shareholders may obtain a prospectus, a statement of additional information and/or annual/semiannual report for the Portfolios by:

Telephone: 800-847-4836 and say “life insurance” or “annuity”

Mail: Thrivent Series Fund, Inc. 4321 North Ballard Road, Appleton, Wisconsin 54919-0001

Internet: connect.rightprospectus.com/Thrivent?site=TSF

Adviser, Principal Underwriter, and Other Service Providers

The Portfolios are managed by Thrivent Financial, 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402-3211. Thrivent Financial and its affiliates have been in the investment advisory business since 1986 and had approximately $155 billion in assets under management as of December 31, 2021. Thrivent Financial provides investment research and supervision of the assets for each of the Portfolios that it manages. For Thrivent International Allocation Portfolio, Thrivent Partner Emerging Markets Equity Portfolio, and Thrivent Partner Healthcare Portfolio, Thrivent Financial has entered into a subadvisory agreement with each subadviser and pays each subadviser a portion of the net management fee Thrivent Financial receives from each applicable Portfolio. Thrivent Financial manages a portion of Thrivent International Allocation Portfolio’s assets and provides investment research and supervision of these assets. Thrivent Financial is also responsible for providing certain administrative and accounting services to the Portfolios.

The Portfolios’ principal underwriter and distributor, Thrivent Distributors, LLC (“Thrivent Distributors”), is a Delaware limited liability company organized in 2015. Thrivent Distributors is an indirect wholly owned subsidiary of Thrivent Financial and is located at 901 Marquette Avenue, Minneapolis, Minnesota 55402-3211. Under a Distribution Agreement, Thrivent Distributors sells shares of the Funds as agent for the Fund. Thrivent Distributors offers the Portfolios’ shares for sale on a continuous basis and has agreed to use its best efforts to secure purchasers for the shares of the Portfolios.

The custodian for the Portfolios is State Street Bank and Trust Company (the “Custodian”), One Lincoln Street, Boston, Massachusetts 02111. The Custodian is responsible for safeguarding the Portfolios’ assets held in the United States and for serving as the Portfolios’ foreign custody manager.

Thrivent Financial Investor Services Inc., 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402-3211, provides transfer agency and dividend payment services necessary to the Portfolios.

Control Persons and Principal Holders

Each Portfolio is a separate series of the Fund, which is an open-end investment company commonly called a mutual fund. Shares in the Portfolios may be sold to:

•

Other Portfolios of the Fund.

The Secretary of the Fund will vote shares owned by the Fund. The voting rights of variable contract owners, and limitations on those rights, are explained in separate prospectuses relating to such variable contracts. Thrivent Financial and other insurance companies will vote shares attributable to variable contracts in accordance to the voting instructions of the variable contract owners. Any shares of a Portfolio attributable to a variable contract for which no timely voting instructions are received will be voted by Thrivent Financial or other insurance companies in proportion to voting instructions that are received with respect to all variable contracts participating in the Portfolio. Thrivent Financial is located at 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402-3211.

The officers and directors of the Fund cannot directly own shares of the Fund’s Portfolios, and they cannot beneficially own shares of the Fund unless they purchase variable contracts issued by Thrivent Financial or other insurance companies. As of April 30, 2022, the officers and directors of the Fund as a group beneficially owned less than 1% of the outstanding shares of any Portfolio.

To the best knowledge of the Fund, no person other than Thrivent Financial and the Thrivent Asset Allocation Portfolios (Thrivent Aggressive Allocation Portfolio, Thrivent Moderate Allocation Portfolio, Thrivent Moderately Aggressive Portfolio, and Thrivent Moderately Conservative Portfolio) owned, of record or beneficially, 5% or more of the outstanding shares of any Portfolio as of April 30, 2022, other than as follows:


Portfolio	Shareholder	Percent Owned
Thrivent Small Cap Index Portfolio	New York Life Insurance and Annuity Corporation 51 Madison Ave. New York, NY 10010-1603		13.44	%

Under the 1940 Act, any person who owns of record or is known by the Fund to own beneficially 5% or more of any class of a Portfolio’s outstanding shares is deemed a principal holder, and any person who owns more than 25% of a Portfolio’s outstanding shares is deemed a control person. A shareholder who beneficially owns more than 25% of a Portfolio’s shares is presumed to “control” the Portfolio, as that term is defined in the 1940 Act, and may have a significant impact on matters submitted to a shareholder vote. A shareholder who beneficially owns more than 50% of a Portfolio’s outstanding shares may be able to approve proposals, or prevent approval of proposals, without regard to votes by other Portfolio shareholders.

Information as of April 30, 2022. with regard to record ownership in the Fund is provided below:


Name	Percentage of Shares Outstanding
Thrivent Financial for Lutherans		81.22	%
Thrivent Asset Allocation Portfolios		18.61	%
New York Life Insurance and Annuity Corporation		00.17	%

Proposal: Elect a Board of Directors of the Fund

Background

The Board is responsible for supervising the management of the Fund. The 1940 Act and rules adopted under the 1940 Act contain provisions requiring that certain percentages of a mutual fund’s board of directors consist of individuals who are independent of the mutual fund within the meaning of Section 2(a)(19) of the 1940 Act. Current regulations applicable to the Fund require that a majority of the Fund’s Board consist of “Independent Directors.”

In addition, as a general matter, no individual may serve as a Director unless that individual was elected as a Director by the outstanding voting securities of a mutual fund. Vacancies occurring, however, between shareholder meetings may be filled in any otherwise legal manner if immediately after filling any such vacancy, at least two-thirds of the Directors then holding office shall have been elected to such office by the holders of the outstanding voting securities at a shareholder meeting (the “two-thirds rule”).

The Board currently consists of seven incumbent Directors, five of whom are Independent Directors. Five of the seven incumbent Directors, Janice B. Case, Paul R. Laubscher, James A. Nussle, David S. Royal and Constance L. Souders, have been elected by shareholders at a past shareholder meeting. Because of the two-thirds rule, the Board is not able to appoint the new Director nominees because such appointment would result in the Board having less than two-thirds of shareholder-elected Board members.

Reasons for the Proposal

This proposal serves two purposes. First, the Board believes that the Fund and its shareholders would benefit from the expertise of the new Director nominees, Ms. Kea, Mr. Manilla and Mr. Runcie, who would be valuable additions to the Board. The new Director nominees collectively have significant professional experience, including years of experience in the financial services, banking, and educational industries and related agencies, and would be able to provide meaningful oversight of the Fund’s operations and the efforts of Thrivent Financial, the Fund’s investment adviser, to navigate the complexities of today’s financial markets and the evolution of the Fund’s business. Each new Director nominee’s qualifications and the qualifications of the other Director nominees are discussed below.

Second, the election by shareholders of all Directors at this time will allow the Board to appoint new Directors, if the need were to arise, and comply with the regulatory requirements of the two-thirds rule.

The Director nominees include the seven incumbent Directors (Ms. Case, Mr. Chersi, Mr. Kremenak, Mr. Laubscher, Mr. Nussle, Mr. Royal, and Ms. Souders) and three non-incumbent nominees (Ms. Kea, Mr. Manilla and Mr. Runcie). At a meeting held on May 18, 2022, the Board recommended and nominated these individuals to serve as Directors to the Fund, pending shareholder approval. After a thorough search and evaluation of potential candidates, the Governance and Nominating Committee of the

Board recommended that the Board nominate the new Director nominees to serve as new members of the Board. The Governance and Nominating Committee was assisted by a third-party search firm retained by the independent Directors, which compiled a list of potential candidates based upon criteria established by the independent Directors. The Governance and Nominating and Governance Committee considered candidates identified by the third-party search firm. If these ten Director nominees were to be elected, eight of the ten Directors would be Independent Directors. Mr. Kremenak and Mr. Royal, through their positions with Thrivent Financial, the Fund’s investment adviser, would be interested Directors. The Board believes that this percentage of Independent Directors to total Directors (80%) is appropriate for executive oversight of the Fund. It is important to note that the Chair of the Board, Mr. Laubscher, is an Independent Director.

All shares represented by valid proxy cards or voting instruction cards will be voted in favor of the election of the nominees, unless authority to vote therefor is withheld. The Director nominees named have agreed to serve as Directors if elected. If for any reason, any of the Director nominees should not be available for election as contemplated, the proxies named in the proxy card may, unless otherwise limited, vote the shares represented thereby to elect such substitute nominees, if any, as may be designated by the Board, subject to the applicable provisions of the 1940 Act. This election will help assure continued compliance with 1940 Act provisions regarding the election of Directors. Background information on all of the nominees is provided below.

Nominees

Interested Directors⁽¹⁾

Name, Address

and Year of Birth⁽²⁾

Position
with Fund
and Length
of Service⁽³⁾

Number of
Portfolios in
Fund Complex
Overseen or to
be Overseen
by Director

Principal
Occupation
During Past

5 Years

Other
Directorships
Held Currently
and within Past
Five Years

David S. Royal
(1971)

Chief Investment Officer since 2017; Director and President since 2015

Executive Vice President, Chief Investment Officer, Thrivent Financial since 2017; President, Mutual Funds since 2015; Vice President, Thrivent Financial from 2015 to 2017

Currently, Director of Thrivent Trust Company, Advisory Board Member of Twin Bridge Capital Partners, Member of Supervisory Committee of Thrivent Credit Union, and Director of YMCA of the North; Director of Children’s Cancer Research Fund until 2019


Name, Address and Year of Birth⁽²⁾	Position with Fund and Length of Service⁽³⁾	Number of Portfolios in Fund Complex Overseen or to be Overseen by Director	Principal Occupation During Past 5 Years	Other Directorships Held Currently and within Past Five Years

Michael W. Kremenak (1978)	Director since 2021; Senior Vice President since 2020	65	Senior Vice President and Head of Mutual Funds, Thrivent Financial since 2020; Vice President, Thrivent Financial from 2015 to 2020	Director of People Serving People from 2014 to 2020

Independent Directors⁽⁴⁾
Janice B. Case (1952)	Director since 2011	64	Retired	Independent Trustee of North American Electric Reliability Corporation from 2008 to 2020

Robert J. Chersi (1961)	Director since 2017	64	Founder of Chersi Services LLC (consulting firm) since 2014	Director and member of the Audit and Risk Oversight Committees of ETRADE Financial Corporation and Director of ETRADE Bank from 2019 to 2020; Lead Independent Director since 2019 and Director and Audit Committee Chair at BrightSphere Investment Group plc since 2016

Arleas Upton Kea (1957)	Director Nominee	64	Deputy to the Chairman for External Affairs,	Board of Directors, Combined Federal Campaign of the


Name, Address and Year of Birth⁽²⁾	Position with Fund and Length of Service⁽³⁾	Number of Portfolios in Fund Complex Overseen or to be Overseen by Director	Principal Occupation During Past 5 Years	Other Directorships Held Currently and within Past Five Years
			FDIC since 2021; Chief Operating Officer and Deputy to the Chairman, FDIC from 2018 to 2021; Director, Administration, FDIC from 1999 to 2018	National Capital Area since 2021; Board of Directors, University of Texas Alumni Association since 2021; Board of Directors, University of Texas Law School Foundation since 2021

Paul R. Laubscher (1956)	Director since 2009	64	Portfolio Manager for U.S. private real estate and equity and global public equity portfolios, hedge funds and currency of IBM Retirement Funds from 1997 to 2022	None

Robert J. Manilla (1962)	Director Nominee	64	Vice President and Chief Investment Officer, The Kresge Foundation since 2007	Board Member of Bedrock Manufacturing Company (a privately held manufacturing and design group) since 2014; Board Member of Sustainable Insight Capital Management LLC (a privately held investment management firm) since 2013; Board Member of Venture


Name, Address and Year of Birth⁽²⁾	Position with Fund and Length of Service⁽³⁾	Number of Portfolios in Fund Complex Overseen or to be Overseen by Director	Principal Occupation During Past 5 Years	Other Directorships Held Currently and within Past Five Years
				Michigan Fund from 2016 to 2020; Board Member of McGowan Charitable fund from 2012 to 2019

James A. Nussle (1960)	Director since 2011	64	President and Chief Executive Officer of Credit Union National Association since September 2014; Director of Portfolio Recovery Associates (PRAA) since 2010; CEO of The Nussle Group LLC (consulting firm) since 2009	None

James W. Runcie (1963)	Director Nominee	64	Co-Founder and CEO of Partnership for Education Advancement since 2017	Director and Audit Committee Chair of Class Acceleration Corporation since 2021; Board Member of ECMC Group since 2021; Board Member of Student Freedom Initiative, Inc. since 2020

Constance L. Souders (1950)	Director since 2007	64	Retired	None

(1)	“Interested person” of the Fund as defined in the 1940 Act by virtue of a position with Thrivent Financial. Mr. Royal and Mr. Kremenak are considered interested persons because of their principal occupations with Thrivent Financial.

(2)	Unless otherwise noted, the address for each Director is 901 Marquette Avenue, Suite 2500, Minneapolis, MN 55402-3211.

(3)	Each Director generally serves an indefinite term until her or his successor is duly elected and qualified.

(4)	The Directors, other than Mr. Royal and Mr. Kremenak, are not “interested persons” of the Fund and are referred to as “Independent Directors.”

Qualifications of the Nominees

Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded, based on each nominee’s experience, qualifications, attributes or skills, on an individual basis and in combination with those of other nominees, that each nominee is qualified to serve on the Board. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Directors (in the case of the individuals that currently serve as Directors), the Adviser, the sub-advisers, counsel, the Fund’s independent registered public accounting firm and other service providers, and to exercise effective and independent business judgment in the performance of their duties as Directors. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business, consulting, public service or academic positions, and through experience from service as a board member of the Fund and other funds in the Fund Complex, another fund complex, public companies, or non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other experiences. In addition to these shared characteristics, set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each nominee. As used in this Proxy Statement, the Fund, Thrivent Mutual Funds, Thrivent Cash Management Trust, and Thrivent Core Funds are collectively referred to as the “Thrivent Funds,” and together with Thrivent Church Loan and Income Fund the “Fund Complex.”

Interested Director Nominees

Michael W. Kremenak. Mr. Kremenak has served as a Director on the Board of the Thrivent Funds since 2021. He has served as Senior Vice President of the Thrivent Funds and Thrivent Church Loan and Income Fund since 2020 and is currently Head of Thrivent Mutual Funds. Mr. Kremenak joined Thrivent Financial in 2013 and served as Secretary and Chief Legal Officer of the Thrivent Funds from 2015 through 2020. Before joining Thrivent Financial, Mr. Kremenak worked in the legal department of a large asset management firm. Mr. Kremenak also served on the board of directors of a non-profit organization from 2014 to 2020, including on its Investment Committee.

David S. Royal. Mr. Royal has served as a Director on the Board of the Thrivent Funds since 2015. He has over 21 years of experience advising and working for mutual fund complexes. He is currently the President and Chief Investment Officer of the Thrivent Funds, and he has served as Executive Vice President, Chief Investment Officer of Thrivent Financial since 2017. Prior to his current position, Mr. Royal was Deputy General Counsel for Thrivent Financial and the Secretary and Chief Legal Officer of the Thrivent Funds. He has served as President of Thrivent Church Loan and Income Fund since 2018. Before joining Thrivent Financial, Mr. Royal was a partner at an international law firm based in Chicago. Mr. Royal teaches a course at a law school about the investment management industry and also serves on the board of directors of a non-profit organization.

Independent Director Nominees

Janice B. Case. Ms. Case has served as a Director on the Board of the Thrivent Funds since 2011 and as Chair of the Governance and Nominating Committee since 2012. She has over 40 years of experience in the electric utilities industry, including ten years as an executive officer of a Florida-based electric utility and holding company. Since leaving full-time corporate employment, Ms. Case gained mutual fund industry experience as a former director on the board of another fund complex. While a director on that board, she served on board committees, including as chair of the compensation and proxy voting committees, and as a member of the governance/nominating, contract review and audit committees. Ms. Case has also served as a director on several public corporate and non-profit boards.

Robert J. Chersi. Mr. Chersi has served as a Director on the Board of the Thrivent Funds and as Chair of the Audit Committee since 2017. He also has been determined by the Board to be an Audit Committee financial expert. Mr. Chersi has over 30 years of experience in the financial services industry and is the founder of Chersi Services LLC, a financial consulting firm. He is currently the Lead Independent Director and Audit Committee Chair at BrightSphere Investment Group plc. Mr. Chersi is also the Executive Director of the Center for Global Governance, Reporting and Regulation of the Lubin School of Business at Pace University and the Helpful Executive in Reach in the Department of Accounting and Information Systems at Rutgers University. He served as a Director of E*TRADE Bank and E*TRADE Financial Corporation from 2019 to 2020.

Arleas Upton Kea. Ms. Kea retired after more than 35 years of government experience at the Federal Deposit Insurance Corporation (FDIC) where she served in various roles, including as the Deputy to the Chairman for External Affairs; Chief Operating Officer and Deputy to the Chairman; Director, Administration; Ombudsman; and in the Legal Division, including as Acting Deputy General Counsel. As a member of FDIC’s leadership team, she served on the operating committee and the compensation committee and led initiatives in strategic planning, risk management, crisis management, business continuity planning, public policy, external affairs, human resources, and diversity, equity and inclusion. She has gained experience as a director on the board of several non-profit organizations.

Paul R. Laubscher. Mr. Laubscher has served as a Director on the Board of the Thrivent Funds since 2009, as Chair of the Board since 2019 and as Chair of the Investment Committee since 2022. He also previously served as Chair of the Investment Committee from 2010 through 2018. He is a holder of the Chartered Financial Analyst designation and has over 25 years of experience as a portfolio manager. Mr. Laubscher has served as a senior investment manager of the retirement fund of a large public technology company.

Robert J. Manilla. Mr. Manilla has over 30 years of experience in the financial services industry, including fifteen years as Vice President and Chief Investment Officer of the Kresge Foundation, a private, national foundation that works to expand opportunities in America’s cities through grantmaking and social investing in arts and culture, education, environment, health, human services and community development in Detroit. Mr. Manilla spent 20 years in the auto industry where he held management roles in product development, sales and marketing, manufacturing, international

operations, capital markets and asset management. He has experience as a member on the board of several private, public, and non-profit organizations.

James A. Nussle. Mr. Nussle has served as a Director on the Board of the Thrivent Funds since 2011 and as Chair of the Ethics and Compliance Committee since 2022. He has more than 20 years of public service experience, including serving as a Representative from Iowa in the House of Representatives from 1991 through 2007 and as Director of the U.S. Office of Management and Budget. Mr. Nussle is the President and Chief Executive Officer of the Credit Union National Association, a national trade association for America’s credit unions. Mr. Nussle has gained experience as a director on the advisory board of a private equity firm and on the board of several non-profit organizations.

James W. Runcie. Mr. Runcie is the Chief Executive Officer of the Partnership of Education Advancement, a not-for-profit organization that provides institutional capacity building support to mission-focused colleges and universities. Mr. Runcie previously served at the US Department of Education as Chief Operating Officer of Federal Student Aid. Prior to his government service, Mr. Runcie was an investment banking executive at several firms including UBS Investment Bank, Bank of America, and Donaldson, Lufkin and Jenrette. Mr. Runcie currently serves on several for-profit and not-for-profit organizations.

Constance L. Souders. Ms. Souders has served as a Director on the Board of the Thrivent Funds since 2007 and as Chair of the Contracts Committee since 2010. She also served as the Audit Committee financial expert from 2010 through 2016. Ms. Souders has over 20 years of experience in the mutual fund industry, including eight years as the former Treasurer of a mutual fund complex and registered investment adviser and the Financial and Operations General Securities Principal of a mutual fund broker-dealer.

Leadership Structure and Oversight Responsibilities

Overall responsibility for oversight of the Fund and its Portfolios rests with the Board. The Board has engaged Thrivent Financial to manage the Portfolios on a day-to-day basis. The Board is responsible for overseeing Thrivent Financial and other service providers in the operation of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of Minnesota law, other applicable laws and the Fund’s charter documents. The Board is currently composed of seven members, including five Independent Directors and two Interested Directors. An “Independent Director” is not an “interested person” (as defined in the 1940 Act) of the Fund, while an “Interested Director” is. The Board conducts regular meetings four times a year. In addition, the Board holds special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The Independent Directors have engaged independent legal counsel and an industry consultant to assist them in performance of their oversight responsibilities. The Board met five times during the last fiscal year. Each Director attended at least 75% of the total number of meetings of the Board of Directors held during the fiscal year ended December 31, 2021, and, if a member, at least 75% of the total number of meetings of the Committees held during the same period for which he or she served.

The Board has appointed an Independent Director to serve in the role of Chair. The Chair’s role is to preside at all meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Directors generally between meetings. The Chair may also perform such other functions as may be delegated by the Board from time to time. Except for duties specified herein or pursuant to the Fund’s charter documents, the designation of Chair does not impose on such Independent Director any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board generally. The Board has established five standing committees (described in more detail below) to assist the Board in the oversight and direction of the business and affairs of the Fund, and from time to time may establish informal working groups to review and address the policies and practices of the Fund with respect to certain specified matters. The Board believes that the Board’s current leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees of the Directors and the full Board in a manner that enhances effective oversight. The leadership structure of the Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Fund.

The Fund and the Portfolios are subject to a number of risks, including investment, compliance, operational, and valuation risks, among others. Day-to-day risk management functions are subsumed within the responsibilities of Thrivent Financial, the subadvisers and other service providers (depending on the nature of the risk), which carry out the Portfolios’ investment management and business affairs. Each of Thrivent Financial, the subadvisers and other service providers have their own, independent interest in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.

Risk oversight forms part of the Board’s general oversight of the Fund and the Portfolios and is addressed as part of various Board and committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect a Portfolio or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Fund, the Board, directly or through a committee, interacts with and reviews reports from, among others, Thrivent Financial, the subadvisers, the Chief Compliance Officer of the Fund, the independent registered public accounting firm for the Fund, and internal auditors for Thrivent Financial, as appropriate, regarding risks faced by the Fund and its Portfolios, and Thrivent Financial’s risk management functions.

The Audit Committee of the Board, which is composed of all Independent Directors, oversees management of financial risks and controls. The Audit Committee serves as the channel of communication between the independent auditors of the Fund and the Board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. A representative of business risk management, which functions as the Adviser’s internal audit group, meets with the Audit Committee and provides reports to the Audit Committee on an as-needed basis (but at least annually). Although the Audit Committee is responsible for overseeing the management of financial risks, the entire Board is regularly informed of these risks

through Audit Committee reports. The Audit Committee met five times during the last fiscal year.

The Ethics and Compliance Committee of the Board, which is composed of all Independent Directors, monitors ethical and compliance risks and oversees the legal and regulatory compliance matters of the Portfolios. The Ethics and Compliance Committee meets with and receives reports from the Fund’s Chief Compliance Officer, the Fund’s Privacy Officer, the Fund’s Anti-Money Laundering Officer and Thrivent Financial personnel on matters relating to the compliance program, the anti-money laundering program, privacy, identity theft prevention, cybersecurity, business continuity planning and other areas. Although the Ethics and Compliance Committee is responsible for overseeing ethical and compliance risks, the entire Board is regularly informed of these risks through Ethics and Compliance Committee reports. The Ethics and Compliance Committee met four times during the last fiscal year.

The Investment Committee of the Board, which is composed of all Independent Directors, is designed to review investment strategies and risks in conjunction with its review of the Portfolios’ performance. Although the Investment Committee is responsible for oversight of investment risks, the entire Board is regularly informed of these risks through Investment Committee reports. The Investment Committee met six times during the last fiscal year.

The Contracts Committee of the Board, which is composed of all of the Independent Directors, assists the Board in fulfilling its duties with respect to the review and approval of contracts between the Fund and other entities, including entering into new contracts and the renewal of existing contracts. The Contracts Committee considers investment advisory, distribution, transfer agency, administrative service and custodial contracts, and such other contracts as the Board deems necessary or appropriate for the continuation of operations of each Portfolio. The Contracts Committee met six times during the last fiscal year.

The Governance and Nominating Committee of the Board, which is composed of all of the Independent Directors, assists the Board in fulfilling its duties with respect to the governance of the Fund, including the review and evaluation of the composition and operation of the Board and its committees, the annual self-assessment of the Board and its committees and periodic review and recommendations regarding compensation of the Independent Directors. The Governance and Nominating Committee makes recommendations regarding nominations for Directors and will consider nominees suggested by shareholders sent to the attention of the President of the Fund. The Governance and Nominating Committee met five times during the last fiscal year.

The Board, either directly or through its committees, oversees the Portfolios’ liquidity risk through, among other things, receiving periodic reporting and presentations by investment and other personnel of the Adviser. Additionally, as required by Rule 22e-4 under the 1940 Act, the Fund implemented the Liquidity Program pursuant to the provisions of Rule 22e-4, as they relate to the Portfolios. The Board, including a majority of the Independent Directors, approved the designation of a liquidity risk management program administrator (the “Liquidity Program Administrator”) who is responsible for administering the Liquidity Program. The Board or one of its committees reviews, no less frequently than annually, a written report prepared by the Liquidity Program

Administrator that addresses the operation of the Liquidity Program and assesses its adequacy and effectiveness of implementation.

The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Portfolios’ compliance program and reports to the Board and the Ethics and Compliance Committee regarding compliance matters for the Portfolios and their principal service providers. In addition, as part of the Board’s annual review of the Fund’s advisory, sub-advisory and other service provider agreements, the Board considers risk management aspects of these entities’ operations and the functions for which they are responsible. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Neither the Fund’s charter documents nor the charter of the Governance and Nominating Committee set forth any specific qualifications to serve as a Director. However, the Governance and Nominating Committee has adopted qualification guidelines that the Governance and Nominating Committee may take into account in considering Director candidates and a process for evaluating potential candidates. The qualifications that the Governance and Nominating Committee may consider include, but are not limited to, a candidate’s connections to the Christian community, experience on other boards, occupation, business experience, education, knowledge regarding investment matters, diversity of experience, personal integrity and reputation and willingness to devote time to attend and prepare for Board and committee meetings. No one factor is controlling, either with respect to the group or any individual.

Executive Officers

The following information relates to executive officers of the Fund. The officers are appointed by the Board and serve at the discretion of the Board until their successors are duly appointed and qualified. The officers receive no compensation from the Funds but receive compensation in their capacities as officers or employees of Thrivent Financial or its affiliates.


Name, Address and Year of Birth⁽¹⁾	Position with Fund and Length of Service	Principal Occupation During the Past 5 Years
David S. Royal (1971)	Chief Investment Officer since 2017; Director and President since 2015	Executive Vice President, Chief Investment Officer, Thrivent Financial since 2017; President, Mutual Funds since 2015; Vice President, Thrivent Financial from 2015 to 2017

Michael W. Kremenak (1978)	Director since 2021; Senior Vice President since 2020	Senior Vice President and Head of Mutual Funds, Thrivent Financial since 2020; Vice President, Thrivent Financial from 2015 to 2020


Name, Address and Year of Birth⁽¹⁾	Position with Fund and Length of Service	Principal Occupation During the Past 5 Years

Sarah L. Bergstrom (1977)	Treasurer and Principal Accounting Officer since 2022	Vice President, Chief Accounting Officer/Treasurer – Mutual Funds, Thrivent Financial since 2022; Head of Mutual Fund Accounting, Thrivent Financial from 2017 to 2022; Director, Fund Accounting Administration, Thrivent Financial from 2007 to 2017

Edward S. Dryden (1965)	Chief Compliance Officer since 2010	Vice President, Chief Compliance Officer – Thrivent Funds, Thrivent Financial since 2018; Director, Chief Compliance Officer – Thrivent Funds, Thrivent Financial from 2010 to 2018

John D. Jackson (1977)	Secretary and Chief Legal Officer since 2020	Senior Counsel, Thrivent Financial since 2017; Associate General Counsel, RBC Global Asset Management (US) Inc. from 2011 to 2017

Kathleen M. Koelling⁽²⁾ (1977)	Privacy Officer since 2011	Vice President, Deputy General Counsel, Thrivent Financial since 2018; Privacy Officer, Thrivent Financial since 2011; Anti-Money Laundering Officer, Thrivent Financial from 2011 to 2019; Vice President, Managing Counsel, Thrivent Financial from 2016 to 2018; Senior Counsel, Thrivent Financial from 2002 to 2016

Sharon K. Minta⁽²⁾ (1973)	Anti-Money Laundering Officer since 2019	Director, Compliance and Anti-Money Laundering Officer of the Financial Crimes Unit, Thrivent Financial since 2019; Compliance Manager of the Financial Crimes Unit,


Name, Address and Year of Birth⁽¹⁾	Position with Fund and Length of Service	Principal Occupation During the Past 5 Years
		Thrivent Financial from 2014 to 2019

Troy A. Beaver (1967)	Vice President since 2016	Vice President, Mutual Funds Marketing & Distribution, Thrivent Financial since 2015

Monica L. Kleve (1969)	Vice President since 2019	Vice President, Investment Operations, Thrivent Financial since 2019; Director, Investments Systems and Solutions, Thrivent Financial from 2002 to 2019

Andrew R. Kellogg (1972)	Vice President since 2022	Director, Strategic Partnerships, Thrivent Financial since 2021; Director, Client Relations, SS&C/DST Systems, Inc. from 2016 to 2021

Jill M. Forte (1974)	Assistant Secretary since 2016	Senior Counsel, Thrivent Financial since 2017; Counsel, Thrivent Financial from 2015 to 2017

Richard L. Ramczyk⁽²⁾ (1976)	Assistant Treasurer since 2022	Director, Fund Accounting and Valuation, Thrivent Financial since 2022; Manager, Mutual Fund Accounting Operations, Thrivent Financial from 2011 to 2022

(1)	Unless otherwise noted, the address for each Officer is 901 Marquette Avenue, Suite 2500, Minneapolis, MN 55402-3211.

(2)	The address for this officer is 4321 North Ballard Road, Appleton, WI 54913.

Beneficial Interest in the Fund by Directors

The following tables provide information, as of December 31, 2021, regarding the dollar range of beneficial ownership by each incumbent and non-incumbent Director nominee in each series of the Fund. The dollar range shown in the third column reflects the aggregate amount of each Director nominee’s beneficial ownership in all registered investment companies within the Thrivent Funds that are (or would be, if elected) overseen by the Director nominee. For Independent Directors only, the third column includes each Director’s deferred compensation, which is effectively invested in the

Thrivent Mutual Funds. For more information on the deferred compensation plan, see “Compensation of Director Nominees” below.

Interested Directors


Name of Director	Dollar Range of Beneficial Ownership in the Portfolios		Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Director in the Family of Investment Companies
David S. Royal	Thrivent Aggressive Allocation Portfolio	$10,001-$50,000	Over $100,000
Michael W. Kremenak	None		Over $100,000

Independent Directors


Name of Director	Dollar Range of Beneficial Ownership in the Portfolios	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Director in the Family of Investment Companies
Janice B. Case	None	Over $100,000
Robert J. Chersi	None	Over $100,000
Arleas Upton Kea	None	None
Paul R. Laubscher	None	Over $100,000
Robert J. Manilla	None	None
James A. Nussle	None	Over $100,000
James W. Runcie	None	None
Constance L. Souders	None	Over $100,000

Material Transactions with Independent Directors

No Independent Director of the Fund or any immediate family member of an Independent Director has had, during the two most recently completed calendar years, a direct or indirect interest in the investment adviser, the principal underwriter, or a subadviser for the Portfolios, or in any person directly or indirectly controlling, controlled by or under common control with the investment adviser, the principal underwriter, or a subadviser for the Portfolios exceeding $120,000. In addition, no Independent Director of the Fund or any of their immediate family members has had, during the two most recently completed calendar years, a direct or indirect material interest in any transaction or series of similar transactions in which the amount involved exceeds $120,000 and to which one of the parties was the Fund; an officer of the Fund;

an investment company or an officer of any investment company having the same investment adviser, subadviser or principal underwriter as the Portfolios as its investment adviser or principal underwriter or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by or under common control with the investment adviser, subadviser or principal underwriter of the Portfolios; the Portfolios’ investment adviser or principal underwriter; an officer of the Portfolios’ investment adviser or principal underwriter; or a person or an officer of a person directly or indirectly controlling, controlled by or under common control with the investment adviser or the principal underwriter of the Portfolios (an “Associated Person”). No Independent Director of the Fund or a member of the immediate family of an Independent Director has had, in the two most recently completed calendar years, a direct or indirect relationship with any Associated Person involving an amount in excess of $120,000 and which involved: payments for property or services to or from any Associated Person; provision of legal services to any Associated Person; provision of investment banking services to any Associated Person, other than as a participating underwriter in a syndicate; or, any consulting or other relationship that is substantially similar in nature and scope to these types of relationships.

Compensation of Directors

The following table provides the amounts of compensation paid to the Director nominees either directly or in the form of payments made into a deferred compensation plan for the fiscal year ended December 31, 2021. Each of the Director nominees currently serves as a member of the Board except for Arleas Upton Kea, Robert J. Manilla, and James W. Runcie, who were each nominated to serve on the Board effective after the most recently completed fiscal year end and calendar year end December 31, 2021. Accordingly, the tables below reflect that Ms. Kea, Mr. Manilla and Mr. Runcie did not receive any compensation from the Funds during their most

recently completed fiscal year or from any of the Funds during calendar year ended on December 31, 2021:


Name of Director⁽¹⁾	Aggregate Compensation from Fund		Total Compensation Paid by Fund and Fund Complex
Interested Directors
Michael W. Kremenak	$	0	$	0

David S. Royal	$	0	$	0

Independent Directors
Janice B. Case	$	144,929	$	247,500

Robert J. Chersi	$	156,637	$	267,500

Arleas Upon Kea	$	0	$	0

Paul R. Laubscher	$	180,052	$	307,500

Robert J. Manilla	$	0	$	0

James A. Nussle	$	133,221	$	227,500

James W. Runcie	$	0	$	0

Constance L. Souders	$	144,929	$	247,500

⁽¹⁾

The Fund has adopted a deferred compensation plan for the benefit of the Independent Directors of the Fund who wish to defer receipt of a percentage of eligible compensation which they otherwise are entitled to receive from the Fund. Compensation deferred is invested in Thrivent Mutual Funds, the allocation of which is determined by the individual Director. The Directors participating in the deferred compensation plan do not actually own shares of the Thrivent Mutual Funds through the plan, since deferred compensation is a general liability of the Thrivent Mutual Funds. However, a Director’s return on compensation deferred is economically equivalent to an investment in the applicable Thrivent Mutual Funds. For compensation paid during the fiscal year ended December 31, 2021, the total amount of deferred compensation payable to the Directors was $0.

Shareholder Communications

Shareholders may contact the Board, or any individual Director, by sending a letter to:

Board of Directors

Thrivent Series Fund, Inc.

901 Marquette Avenue, Suite 2500

Minneapolis, MN 55402-3211

Independent Accountants

The Fund has retained PricewaterhouseCoopers LLP (“PwC”) as its independent public accountants for the fiscal year ending December 31, 2021. Representatives of PwC are not expected to be present at the Special Meeting but are expected to be available by telephone should the need for consultation arise. Representatives of PwC shall have the opportunity to make a statement at the Special Meeting if they so desire.

Audit Fees

The aggregate fees billed by PwC for each of the last two complete fiscal years and the fiscal period covered by this report for professional services rendered in connection with the audit of the Fund’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $698,240 for the year ended December 31, 2020 and $719,210 for the year ended December 31, 2021.

Audit-Related Fees

The aggregate fees PwC billed to the Fund for each of the last two fiscal years for assurance and other services which are reasonably related to the performance of registrant’s audit were $28,400 for the fiscal year ended December 31, 2020 and $0 for the fiscal year ended December 31, 2021. The aggregate fees PwC billed to the Adviser and any entity controlling, controlled by, or under common control with the Adviser for assurance and other services directly related to the operations and financial reporting of registrant were $0 for the year ended December 31, 2020 and $0 for the year ended December 31, 2021.

Tax Fees

The aggregate tax fees PwC billed to the Fund for each of the last two fiscal years for tax compliance, tax advice, and tax planning services were $184,495 for the year ended December 31, 2020 and $154,250 for the year ended December 31, 2021. The aggregate tax fees PwC billed to the Adviser and any entity controlling, controlled by, or under common control with the Adviser for services directly related to the operations and financial reporting of registrant were $0 for the year ended December 31, 2020 and $0 for the year ended December 31, 2021.

All Other Fees

The aggregate fees PwC billed to the Fund for each of the last two fiscal years for products and services provided other than the services reported above were $0 for the year ended December 31, 2020 and $0 for the year ended December 31, 2021. The aggregate fees PwC billed to the Adviser and any entity controlling, controlled by, or under common control with the Adviser for products and services provided other than the services reported above were $3,600 for the year ended December 31, 2020 and $3,600 for the year ended December 31, 2021.

Other Audit-Related Disclosure

The Fund’s audit committee charter provides that the audit committee (comprised of the Independent Directors of the Fund) is responsible for pre-approval of all auditing services performed for the Fund. The audit committee also is responsible for pre-approval (subject to certain de minimis exceptions for non-audit services described in applicable regulations) of all non-auditing services performed for the Fund or an affiliate of the Fund. In addition, the Fund’s audit committee charter permits

a designated member of the audit committee to pre-approve, between committee meetings, one or more audit or non-audit service projects, subject to an expense limit and notification to the audit committee at the next committee meeting. The Fund’s audit committee pre-approved all fees described above that PwC billed to the Fund.

Less than 50% of the hours billed by PwC for auditing services to the Fund for its last fiscal year was for work performed by persons other than full-time permanent employees of PwC. In addition, the Fund’s Audit Committee has considered the non-audit services provided to the Fund, the Fund’s investment adviser and their affiliates and determined that these services do not compromise PwC’s independence.

Required Vote

A plurality of the total votes cast at the Special Meeting online or by proxy at the Special Meeting at which a quorum is present is required for the election of each Director. Shareholders of all Portfolios will vote together as a single class on the Proposal.

Recommended Shareholder Action

The Board unanimously recommends that shareholders vote FOR all Director nominees. If the Proposal is not approved, the Board will continue to consist of the current Directors of the Fund.

Other Information

Other Matters to Come Before the Special Meeting

The Board does not know of any matters to be considered at the Special Meeting other than those described above. If any other matters are properly brought before the Special Meeting, the proxies identified on the proxy card intend to vote Portfolio shares on such matters in accordance with their best judgment.

Possible Adjournment

In the event that sufficient votes to approve the Proposal are not received at the Special Meeting, proxies (including abstentions and broker non-votes) will be voted in favor of one or more adjournments of the Special Meeting to permit further solicitation of proxies on such Proposal, provided that the Board determines that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors.

Annual or Special Meetings of Shareholders

There will be no annual or further special meetings of shareholders of the Fund unless required by applicable law or called by the Board in its discretion. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Fund, 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402-3211. Shareholder proposals should be received in a reasonable time before the solicitation is made.

June 13, 2022

Date of Proxy Statement

Appendix A

Thrivent Mutual Funds,

Thrivent Series Fund, Inc.

Thrivent Cash Management Trust

Thrivent Core Funds

Thrivent ETF Trust

Governance and Nominating Committee Charter

Committee Membership

The Governance and Nominating Committee (the “Committee”) of the Board of Directors and Trustees (collectively, the “Directors”) of Thrivent Mutual Funds, Thrivent Series Fund, Inc., Thrivent Cash Management Trust, Thrivent Core Funds and Thrivent ETF Trust (herein referred to collectively, including each series thereof, as the “Funds”) shall be composed entirely of Directors who are not “interested persons” of the Funds within the meaning of the Investment Company Act of 1940, as amended (“Independent Directors”) who are designated for membership from time to time by the Board of Directors. Nominations for Chairperson of the Committee shall be made by the Committee to the full Board. Appointment as Chairperson shall be made by a vote of the full Board of Directors. The full Board shall approve additional members or their successors.

Purposes

The purposes of the Committee are to assist the Board with matters related to:

1.	Periodic review and evaluation of the composition and operation of the Board and its committees, including nomination of chairpersons of the committees;

2.	Annual self-assessment of the Board and its committees;

3.	Annual review and recommendations regarding compensation of the Independent Directors;

4.	Oversight and undertaking of the search process to select and recommend candidates for Board membership; and

5.	Periodic review and recommendations regarding other matters related to the governance of the Funds.

Committee Authority and Responsibilities

To carry out its purposes, the Committee shall have the following authority and responsibilities:

1.	To consider and make recommendations to the Board regarding the proper size, structure and composition of the Board;

To consider, as it deems necessary or appropriate, the criteria and qualifications for persons to fill existing or newly created vacancies on the Board of Directors and to oversee the search and nomination process and recommend to the Board individuals to be nominated for appointment or election as an Independent Director;

A-1

3.	To oversee the process for the annual distribution of the director questionnaire, monitor the status of existing Directors as Independent Directors and address potential “interested person” issues with the assistance of legal counsel;

4.	To oversee matters related to D&O insurance and fidelity bond coverage and costs;

5.	To recommend to the Board committee appointments and nominees for chairperson of each committee;

6.	To consider and determine the amount and structure of compensation to be paid by the Funds to the Independent Directors and to address Independent Director compensation-related matters;

To consider, evaluate and make recommendations and necessary findings regarding independent legal counsel and any other advisors, experts or consultants, that may be engaged by the Board of Directors or Independent Directors, other than as may be engaged directly by another committee, and to determine compensation to be paid to such persons;

8.	To monitor and evaluate, from time to time, and recommend changes to the policies for the Independent Directors, as appropriate, including, but not limited to, any policy relating to retirement and Directors’ investment in the Funds;

9.	To oversee meeting logistics on behalf of the Independent Directors, subject to the approval by the Board chairperson, including the setting of meeting dates and meeting location;

10.	To oversee matters pertaining to initial board orientation and on-going board continuing education;

11.	To coordinate and administer an annual self-assessment of the Board and its committees;

12.	To oversee the review of the charters of the Board’s committees; and

13.	Perform such other functions as from time to time may be assigned by the Board.

In the exercise by the Committee of the authority provided by this charter, each Committee member shall be entitled to rely on the accuracy of the information provided to the Committee by the Funds’ officers and internal and external service providers, and it is not the duty or responsibility of members to verify this information.

The Committee may form and delegate any portion of its authority to subcommittees consisting of one or more members when appropriate, provided that decisions of such subcommittee will be presented to the full Committee at its next scheduled meeting.

Committee Meetings

The Committee will meet as often as it deems appropriate, with or without management, but at least annually. The Committee shall have access to such officers, service providers to the Funds and legal counsel as it deems necessary to carry out its responsibilities. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain advisors, experts or consultants at the Funds’ expense.

A-2

A majority of the Committee members shall constitute a quorum. Except where prescribed differently by law: (i) any action or decision of the Committee requires the vote of a majority of the Committee members then in attendance at any Committee meeting provided a quorum is present (or by such other means as authorized by the Funds’ Declaration of Trusts, Articles of Incorporation or Bylaws) and (ii) participation may be telephonic. The Committee may hold special meetings as circumstances require. Minutes of each Committee meeting shall be maintained as part of the Committee’s record.

Governance

The Committee Chairperson shall be responsible for leadership of the Committee, including scheduling of meetings, setting agendas, presiding over Committee meetings and making reports to the Board of Directors, as the Chairperson determines to be appropriate.

Review

The Committee shall review this charter at least annually and recommend any changes to the full Board of Directors. The charter, including any amendments thereto, shall be maintained in the records of the Funds.

Last Revised: February 23, 2022

A-3


				YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

						INTERNET Go To: www.proxypush.com/THR or scan the QR code below. ● Read the Proxy Statement and have your proxy card at hand. ● Follow the simple instructions to record your vote.

						PHONE Call 1-866-520-3408 toll free. ● Read the Proxy Statement and have your proxy card at hand. ● Use any touch-tone telephone. ● Follow the simple recorded instructions

						MAIL ● Read the Proxy Statement. ● Mark, sign and date your proxy card. ● Fold and return your proxy card in the postage-paid envelope provided with the address below showing through the window.

						ATTEND THE VIRTUAL SPECIAL MEETING ● Register to attend and vote at the virtual Special Meeting at register.proxypush.com/TSF and follow the instructions.

				PROXY TABULATOR PO BOX 8035 CARY, NC 27512-9916


		Please fold here—Do not separate

THRIVENT SERIES FUND, INC.

PROXY CARD FOR A SPECIAL MEETING OF SHAREHOLDERS ON JULY 20, 2022

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THRIVENT SERIES FUND, INC.

The undersigned shareholder, having received notice of a special meeting of shareholders to be held virtually on July 20, 2022 at 2:30 p.m. Central Time (with any adjournments, postponements, or delays of the meeting, the “Special Meeting”) of each series of the Fund listed on the reverse side (each, a “Portfolio” and collectively, the “Portfolios”) and the related Proxy Statement, hereby appoints John D. Jackson and Jill M. Forte as proxies, each with full power of substitution and revocation, to represent the undersigned and to vote all shares of the Portfolio(s) that the undersigned is entitled to vote at the Special Meeting, in accordance with the following instructions. The undersigned hereby revokes any and all proxies with respect to such shares previously given by the undersigned. This proxy card may be revoked at any time prior to its exercise at the Special Meeting by executing a subsequent proxy card, voting later by Internet or phone, filing written notice to the Fund, or by voting online at the Special Meeting and providing new voting instructions.

This proxy card will be voted as instructed. If you sign on the reverse side but do not mark instructions, all shares of the Portfolio(s) attributable to your account will be voted “FOR” the proposal. The persons named as proxies are authorized in their discretion to vote upon such other matters as may properly come before the Special Meeting.


Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give the full title.




Signature and Title, if applicable
Additional Signature (if held jointly)

				Scan code for mobile voting
Date

PLEASE BE SURE TO SIGN AND DATE THIS CARD AND MARK ON THE REVERSE SIDE

PXY-TSF-V2

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders to be Held on July 20, 2022:

The Proxy Statement for this Special Meeting is at www.proxypush.com/THR

PLEASE VOTE YOUR PROXY TODAY!

1. Elect a Board of Directors of the Fund

Interested Directors:

Independent Directors:

(01) Michael W. Kremenak

(03) Janice B. Case

(06) Paul R. Laubscher

(09) James W. Runcie

(02) David S. Royal

(04) Robert J. Chersi

(07) Robert J. Manilla

(10) Constance L. Souders

(05) Arleas Upon Kea

(08) James A. Nussle

FOR

WITHHOLD

FOR ALL

FOR

WITHHOLD

FOR ALL

ALL

EXCEPT

ALL

EXCEPT

Fund 1

☐

Fund 2

☐

Fund 3

☐

Fund 4

☐

Fund 5

☐

Fund 6

☐

Fund 7

☐

Fund 8

☐

(Instruction: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line(s) above.)

PLEASE BE SURE TO SIGN AND DATE THIS CARD ON THE REVERSE SIDE

PXY-TSF-V2


				YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

						INTERNET Go To: www.proxypush.com/THR or scan the QR code below. ● Read the Proxy Statement and have your Voting Instruction Card at hand. ● Follow the simple instructions to record your vote.

						PHONE Call 1-866-520-3408 toll free. ● Read the Proxy Statement and have your Voting Instruction Card at hand. ● Use any touch-tone telephone. ● Follow the simple recorded instructions

						MAIL ● Read the Proxy Statement. ● Mark, sign and date your Voting Instruction Card. ● Fold and return your Voting Instruction Card in the postage-paid envelope provided with the address below showing through the window.

						ATTEND THE VIRTUAL SPECIAL MEETING ● Register to attend and vote at the virtual Special Meeting at register.proxypush.com/TSF and follow the instructions.

				PROXY TABULATOR PO BOX 8035 CARY, NC 27512-9916


		Please fold here—Do not separate

THRIVENT SERIES FUND, INC.

VOTING INSTRUCTION CARD FOR A SPECIAL MEETING OF SHAREHOLDERS ON JULY 20, 2022

Special Meeting to be held live via the Internet - please visit

www.proxypush.com/THR for more details.

Thrivent Financial for Lutherans (the “Company”), as a sponsor of variable contracts, is using this Voting Instruction Card to solicit voting instructions from contractholders who hold unit values in separate accounts of the Company that invests in Thrivent Series Fund, Inc. (the “Fund”).

The undersigned, having received notice of a special meeting of shareholders to be held virtually on July 20, 2022 at 2:30 p.m. Central Time (with any adjournments, postponements, or delays of the meeting, the “Special Meeting”) of each series of the Fund listed on the reverse side (each, a “Portfolio” and collectively, the “Portfolios”) and the related Proxy Statement, hereby instructs the Company to vote, at the Special Meeting of Shareholders , all shares of the Portfolio(s) attributable to his or her variable contracts or interests in the relevant separate accounts as directed on the reverse side. The undersigned hereby revokes any and all voting instructions with respect to such shares previously given. This voting instruction may be revoked at any time prior to its exercise at the Special Meeting by executing a subsequent Voting Instruction Card, voting later by Internet or phone, filing written notice to the Fund, or by voting online at the Special Meeting and providing new voting instructions.

This Voting Instruction Card will be voted as instructed. If you sign on the reverse side but do not mark instructions, the Company will vote all shares of the Portfolio(s) attributable to your account value “FOR” the proposal. If you fail to return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract holders in the separate account. The persons named as proxies are authorized in their discretion to vote upon such other matters as may properly come before the Special Meeting.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS VOTING INSTRUCTION CARD BELOW, MARK ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.


Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.



Signature and Title, if applicable
Additional Signature (if held jointly)

				Scan code for mobile voting
Date

PLEASE BE SURE TO SIGN AND DATE THIS CARD AND MARK ON THE REVERSE SIDE

VIC-TSF-V4

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders to be Held on

July 20, 2022.

The Proxy Statement for this Special Meeting is available at:

www.proxypush.com/THR

PLEASE VOTE YOUR VOTING INSTRUCTION CARD TODAY!

1. Elect a Board of Directors of the Fund

Interested Directors:

Independent Directors:

(01) Michael W. Kremenak

(03) Janice B. Case

(06) Paul R. Laubscher

(09) James W. Runcie

(02) David S. Royal

(04) Robert J. Chersi

(07) Robert J. Manilla

(10) Constance L. Souders

(05) Arleas Upon Kea

(08) James A. Nussle

FOR

WITHHOLD

FOR ALL

FOR

WITHHOLD

FOR ALL

ALL

EXCEPT

ALL

EXCEPT

Fund 1

☐

Fund 2

☐

Fund 3

☐

Fund 4

☐

Fund 5

☐

Fund 6

☐

Fund 7

☐

Fund 8

☐

(Instruction: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line(s) above.)

PLEASE BE SURE TO SIGN AND DATE THIS CARD ON THE REVERSE SIDE

VIC-TSF-V4

Thrivent Series Fund DEF 14ADefinitive proxy