THE AAL MUTUAL FUNDS 625 Fourth Avenue South Minneapolis, Minnesota 55415 March 11, 2004 Securities and Exchange Commission Branch of Document Control Room 1004 450 Fifth Street, N.W. Washington, DC 20549 RE: THE AAL MUTUAL FUNDS 1933 Act File No. 333-_____ 1940 Act File No. 811-5075 Initial Registration Statement on Form N-14 Dear Ladies and Gentlemen: Enclosed for filing on Form N-14 is the initial Registration Statement under the Securities Act of 1933 of The AAL Mutual Funds (the "Registrant"). This Registration Statement is filed for the purpose of reorganizing each series of The Lutheran Brotherhood Family of Funds (each an "LB Fund") into either an existing series or a newly formed series of The AAL Mutual Funds. The following LB Funds will be reorganized into corresponding existing series of The AAL Mutual Funds (each an "Existing AAL Fund"). LB Fund Corresponding Existing AAL Fund - ------- ------------------------------- Lutheran Brotherhood World Growth Fund -> AAL International Fund Lutheran Brotherhood Growth Fund -> AAL Aggressive Growth Fund Lutheran Brotherhood Fund -> AAL Capital Growth Fund Lutheran Brotherhood Value Fund -> AAL Equity Income Fund Lutheran Brotherhood Municipal Bond Fund -> AAL Municipal Bond Fund Lutheran Brotherhood Money Market Fund -> AAL Money Market Fund The following LB Funds will be reorganized into newly formed series of The AAL Mutual Funds (each a "New Thrivent Fund"). LB Fund Corresponding New Thrivent Fund - ------- ------------------------------- Lutheran Brotherhood Opportunity Growth Fund and -> Thrivent Mid Cap Growth Fund Lutheran Brotherhood Mid Cap Growth Fund Lutheran Brotherhood High Yield Fund -> Thrivent High Yield Fund Lutheran Brotherhood Income Fund -> Thrivent Income Fund Lutheran Brotherhood Limited Maturity Bond Fund -> Thrivent Limited Maturity Bond Fund Shareholders of the Lutheran Brotherhood World Growth Fund, Lutheran Brotherhood Growth Fund, Lutheran Brotherhood Fund, Lutheran Brotherhood Value Fund, Lutheran Brotherhood Municipal Bond Fund, and Lutheran Brotherhood Money Market Fund will be provided with Management's Discussion of Fund Performance with respect to the AAL International Fund, AAL Aggressive Growth Fund, AAL Capital Growth Fund, AAL Equity Income Fund, AAL Municipal Bond Fund and AAL Money Market Fund from the Semiannual Report to Shareholders dated October 31, 2003 and the Annual Report to Shareholders dated April 30, 2003, which are included in this Registration Statement. The shareholders of The AAL Mutual Funds approved a change in fundamental policy that permits the Board of Trustees of the Registrant to authorize Thrivent Investment Management, Inc., as its investment adviser, to enter into and amend subadvisory agreements without shareholder approval ("Manager of Managers Policy") at a shareholder meeting held on March 9, 2004. The initial shareholder of each New Thrivent Fund also approved the Manager of Managers Policy on March 9, 2004. Subject to shareholder approval of the Manager of Managers Policy, the Board of Trustees of the Registrant approved two new subadvisers for the International Fund at the February 2004 board meeting - Mercator Asset Management LP and T. Rowe Price International, Inc. Information on the new subadvisory arrangements is included in this registration statement. Finally, this registration statement includes pro forma financial statements giving effect to the proposed reorganizations. If you have any questions about this Registration Statement, please contact me at (612) 340-8492 or Brett Agnew at (612) 340-8214. Sincerely, /s/ Marlene J. Nogle Marlene J. Nogle Senior Counsel and Assistant Secretary
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N-14 Filing
Thrivent Mid Cap Stock Fund Class S (TMSIX) N-14Registration statement for investment companies business combination
Filed: 11 Mar 04, 12:00am