Thrivent Mutual Funds

485APOS 1 d485apos.htm THRIVENT MUTUAL FUNDS Thrivent Mutual Funds

As filed with the Securities and Exchange Commission on December 7, 2009.

1933 Act Registration No. 33-12911

1940 Act Registration No. 811-5075

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x

Pre-Effective Amendment No.		¨
Post-Effective Amendment No. 65		x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x

Amendment No. 67		x
(Check appropriate box or boxes)

THRIVENT MUTUAL FUNDS

(Exact name of registrant as specified in charter)

625 FOURTH AVENUE SOUTH

MINNEAPOLIS, MINNESOTA 55415

(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, including Area Code: (612) 844-5704

JOHN L. SULLIVAN

THRIVENT MUTUAL FUNDS

625 FOURTH AVENUE SOUTH

MINNEAPOLS, MINNESOTA 55415

(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b):

on (date) pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

on (date) pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on February 26, 2010 pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Thrivent Mutual Funds

Prospectus

Class A Shares

February 26, 2010

LOGO


Thrivent Aggressive Allocation Fund	TAAAX	Thrivent Large Cap Growth Fund	AAAGX
Thrivent Moderately Aggressive Allocation Fund	TMAAX	Thrivent Large Cap Value Fund	AAUTX
Thrivent Moderate Allocation Fund	THMAX	Thrivent Large Cap Stock Fund	AALGX
Thrivent Moderately Conservative Allocation Fund	TCAAX	Thrivent Equity Income Plus Fund	TEIAX
Thrivent Real Estate Securities Fund	TREFX	Thrivent Balanced Fund	AABFX
Thrivent Partner Small Cap Growth Fund	TPSAX	Thrivent High Yield Fund	LBHYX
Thrivent Partner Small Cap Value Fund	AALVX	Thrivent Diversified Income Plus Fund	AAHYX
Thrivent Small Cap Stock Fund	AASMX	Thrivent Municipal Bond Fund	AAMBX
Thrivent Mid Cap Growth Fund	LBMGX	Thrivent Income Fund	LUBIX
Thrivent Partner Mid Cap Value Fund	TPMAX	Thrivent Core Bond Fund	AAINX
Thrivent Mid Cap Stock Fund	AASCX	Thrivent Government Bond Fund
Thrivent Partner Worldwide Allocation Fund	TWAAX	Thrivent Limited Maturity Bond Fund	LBLAX
Thrivent Partner International Stock Fund	AAITX	Thrivent Money Market Fund	AMMXX

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The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Shares of Thrivent Mutual Funds are not deposits or other obligations of Thrivent Financial Bank or any other bank, or insured or otherwise protected by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other federal agency. Shares of Thrivent Mutual Funds are subject to investment risk, including possible loss of the principal amount invested.

32001PR R2-10

Thrivent.com

Table of Contents


		PAGE

Summary Section
Thrivent Aggressive Allocation Fund		4
Thrivent Moderately Aggressive Allocation Fund		8
Thrivent Moderate Allocation Fund		12
Thrivent Moderately Conservative Allocation Fund		16
Thrivent Real Estate Securities Fund		20
Thrivent Partner Small Cap Growth Fund		24
Thrivent Partner Small Cap Value Fund		28
Thrivent Small Cap Stock Fund		32
Thrivent Mid Cap Growth Fund		36
Thrivent Partner Mid Cap Value Fund		40
Thrivent Mid Cap Stock Fund		44
Thrivent Partner Worldwide Allocation Fund		48
Thrivent Partner International Stock Fund		52
Thrivent Large Cap Growth Fund		56
Thrivent Large Cap Value Fund		60
Thrivent Large Cap Stock Fund		64
Thrivent Equity Income Plus Fund		68
Thrivent Balanced Fund		72
Thrivent High Yield Fund		76
Thrivent Diversified Income Plus Fund		80
Thrivent Municipal Bond Fund		84
Thrivent Income Fund		88
Thrivent Core Bond Fund		92
Thrivent Government Bond Fund		96
Thrivent Limited Maturity Bond Fund		100
Thrivent Money Market Fund		104

More about Investment Strategies and Risks
Thrivent Aggressive Allocation Fund		108
Thrivent Moderately Aggressive Allocation Fund		109
Thrivent Moderate Allocation Fund		110
Thrivent Moderately Conservative Allocation Fund		111
Thrivent Real Estate Securities Fund		112
Thrivent Partner Small Cap Growth Fund		112
Thrivent Partner Small Cap Value Fund		113
Thrivent Small Cap Stock Fund		114
Thrivent Mid Cap Growth Fund		114
Thrivent Partner Mid Cap Value Fund		115
Thrivent Mid Cap Stock Fund		115
Thrivent Partner Worldwide Allocation Fund		116
Thrivent Partner International Stock Fund		117
Thrivent Large Cap Growth Fund		118
Thrivent Large Cap Value Fund		118
Thrivent Large Cap Stock Fund		119

Table of Contents


		PAGE
Thrivent Equity Income Plus Fund		119
Thrivent Balanced Fund		120
Thrivent High Yield Fund		120
Thrivent Diversified Income Plus Fund		121
Thrivent Municipal Bond Fund		121
Thrivent Income Fund		122
Thrivent Core Bond Fund		122
Thrivent Government Bond Fund		123
Thrivent Limited Maturity Bond Fund		123
Thrivent Money Market Fund		124
Glossary of Principal Risks		125
Glossary of Investment Terms		129

Management, Organization and Capital Structure		130
Investment Adviser		130
Advisory Fees		130
Portfolio Management		130
Personal Securities Investments		133
Trademarks		133

Shareholder Information		134
Pricing Funds’ Shares		134
Class A Shares		135
Rule 12b-1 Fees		137
Buying Shares		137
Redeeming Shares		139
Exchanging Shares Between Funds		141
Transaction Confirmations		142
Accounts With Low Balances		142
Abusive Trading Policies and Monitoring Processes		142
Disclosure of Fund Holdings		143
Standing Allocation Order		143

Distributions		144
Dividends		144
Capital Gains		144
Distribution Options		144

Taxes		145

Other Securities and Investment Practices		146

Financial Highlights		148

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Aggressive Allocation Fund

TAAAX

Investment Objective

Thrivent Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Fees And Expenses

This table describes the fees and expenses that you pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Class A shares of a fund of Thrivent Mutual Funds. More information about these and other discounts is available from your financial professional and in the “Class A Shares” section on pages 135 through 137 of this prospectus and the “Sales Charges” section under the heading “Purchase, Redemption and Pricing of Shares” in the Statement of Additional Information.

Because the Fund invests, in part, in Underlying Funds, there are two layers of fees and expenses associated with an investment in the Fund that you will bear: (1) the fees and expenses directly incurred by the Fund itself, and (2) the fees and expenses associated with the Fund’s investments in the Underlying Funds. The table also reflects a 20% allocation to direct investments, although the actual allocation may vary over time.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees²		0.27%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement³		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

Management Fees are calculated by multiplying the applicable advisory fee on direct investments (0.60%) by the percentage of assets allocated to direct investments (20%) and adding such amount to the applicable advisory fee on all assets (0.15%), which includes both direct investments and Underlying Funds.

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Aggressive Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 1.25% of the average daily net asset of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses (and the operating expenses of the Underlying Funds) remain the same. These figures include the indirect expenses incurred by the Fund in investing in the Underlying Funds. Although your actual cost may be higher or lower, based on the foregoing assumptions your cost would be:


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was % of the average value of its portfolio.

Principal Strategies

target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		75-100%
Debt Securities		0-25%
Cash and Other Short-Term Instruments		0-5%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. Thrivent Asset Management, LLC, the Fund’s investment adviser (“Thrivent Asset Mgt.” or the “Adviser”), will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.

The names of the Underlying Funds which are currently available for investment by the Fund are shown in the list below. The list is provided for information purposes only. The Adviser may change the Underlying Funds without shareholder approval or advance notice to shareholders. Additional information about the Underlying Funds is contained elsewhere in this Prospectus.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund
Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund
Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

The Fund is subject to the following principal investment risks. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Allocation Risk. The Fund’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. In particular, underperformance in the equity markets would have a material adverse effect on the Fund’s total return given its significant allocation to equity securities. Therefore, a principal risk of investing in the Fund is that the allocation strategies used and the allocation decisions made will not produce the desired results.

Non-Diversified Risk. The Fund is not “diversified” within the meaning of the Investment Company Act of 1940 (the “1940 Act”). That means the Fund may invest more than 5% of its assets in shares of any single issuer (such as an Underlying Fund) and may hold more than 10% of the shares of any single issuer. A non-diversified fund is generally more susceptible than a diversified fund to the risk that events or developments affecting a particular issuer will significantly affect the Fund’s performance. However, each of the Underlying Funds in which the Fund may invest is diversified.

Underlying Fund Risk. The performance of the Fund is dependent, in part, upon the performance of the Underlying Funds in which the Fund invests. As a result, the Fund is subject to the same risks as those faced by the Underlying Funds. Those risks include market risk, issuer risk, volatility risk, foreign securities risk, real estate industry risk, credit, interest rate and high yield risk, and investment adviser risk.

As a shareholder of the Fund, you will bear your share of the Fund’s operating expenses as well as the Fund’s share of the Underlying Funds’ operating expenses. Consequently, an investment in the Fund would result in higher aggregate operating costs than investing directly in the Underlying Funds.

Market Risk. Over time, securities markets generally tend to move in cycles with periods when security prices rise and periods when security prices decline. The value of the Fund’s investments may move with these cycles and, in some instances, increase or decrease more than the applicable market(s) as measured by the Fund’s benchmark index(es). The securities markets may also decline because of factors that affect a particular industry.

loyalty. Common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. From time to time equity investments may fall out of favor as compared to investments in debt securities. Moreover, certain types of equity investments such as investments in small to medium-sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-size companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

Foreign Securities Risk. To the extent the Fund allocates assets directly or indirectly to foreign securities, it is subject to various risks associated with such securities. Foreign securities are generally more volatile than their domestic counterparts, in part because of higher political and economic risks, lack of reliable information and fluctuations in currency exchange rates. Foreign securities also may be more difficult to resell than comparable U.S. securities because the markets for foreign securities are often less liquid. Even when a foreign security increases in price in its local currency, the appreciation may be diluted by adverse changes in exchange rates when the security’s value is converted to U.S. dollars. Foreign withholding taxes also may apply and errors and delays may occur in the settlement process for foreign securities.

Real Estate Industry Risk. To the extent the Fund allocates assets (whether by direct investment or investment through another fund) to issuers in the real estate business, the Fund is subject to real estate industry risk. Declines in real estate values, changes in interest rates or economic downturns can have a significant negative effect on issuers in the real estate industry. Other adverse changes could include, but are not limited to extended vacancies of properties, increased competition, overbuilding and changes in zoning law and government regulations. The Fund’s performance may thus be affected by the performance of the real estate markets.

High Yield Risk. High yield securities in which the Fund, or an underlying fund of the Fund, may invest are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. If the issuer of the security is in default with respect to interest or principal payments, the Fund, or the underlying fund, may lose its investment in that security.

Interest Rate Risk. Interest rate risk is the risk that bond prices decline in value when interest rates rise for bonds that pay a fixed rate of interest. Bonds with longer durations or maturities tend to be more sensitive to changes in interest rates than bonds with shorter durations or maturities.

Investment Adviser Risk. The Fund, and the Underlying Funds in which the Fund invests, are actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser in assessing the potential of the securities in which the Fund and the Underlying Funds invest. This assessment of companies held in the Fund and the Underlying Funds may prove incorrect, resulting in losses or poor performance even in rising markets.

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Aggressive Allocation Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

TheBarclays Capital Aggregate Bond Index is an index that measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC (“Thrivent Asset Mgt.”). Russell W. Swansen, David C. Francis, CFA and Mark L. Simenstad, CFA have served as portfolio managers of the Fund since its inception in 2005. Mr. Swansen joined Thrivent in 2004 and is the Chief Investment Officer of Thrivent Asset Mgt. and Thrivent Financial and serves as the team leader. Mr. Francis is Vice President of Investment Equities and has been with Thrivent since 2001. Mr. Simenstad is Vice President of Fixed Income Mutual Funds and Separate Accounts and has been with Thrivent since 1999.

Purchase and Sale of Fund Shares

The minimum initial investment requirement for this Fund is $1,000. The minimum subsequent investment requirement for this Fund is $50. These investment requirements may be different, however, for investors investing in the Fund through a retirement or automatic investment plan.

You may purchase or redeem Fund shares on days that the New York Stock Exchange is open. You may conduct such transactions by mail, telephone (1-800-847-4836), the Internet (www.thrivent.com), by wire/ACH transfer or through an automatic investment plan (for purchases) or a systematic withdrawal plan (for redemptions), subject to certain limitations.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Thrivent Moderately Aggressive Allocation Fund

TMAAX

Investment Objective

Thrivent Moderately Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees²		0.25%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement³		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

Management Fees are calculated by multiplying the applicable advisory fee on direct investments (0.55%) by the percentage of assets allocated to direct investments (20%) and adding such amount to the applicable advisory fee on all assets (0.14%), which includes both direct investments and Underlying Funds.

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Moderately Aggressive Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 1.15% of the average daily net asset of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below.


Broad Asset Category		Allocation Range
Equity Securities		55-90%
Debt Securities		10-40%
Cash and Other Short-Term Instruments		0-10%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Moderately Aggressive Allocation Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

TheBarclays Capital Aggregate Bond Index is an index that measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Moderate Allocation Fund

THMAX

Investment Objective

Thrivent Moderate Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees²		0.24%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement³		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

Management Fees are calculated by multiplying the applicable advisory fee on direct investments (0.50%) by the percentage of assets allocated to direct investments (20%) and adding such amount to the applicable advisory fee on all assets (0.14%), which includes both direct investments and Underlying Funds.

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Moderate Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 1.07% of the average daily net asset of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time period indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses (and the operating expenses of the Underlying Funds) remain the same. These figures include the indirect expenses incurred by the Fund in investing in the Underlying Funds. Although your actual cost may be higher or lower, based on the foregoing assumptions your cost would be:


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. The use of target weightings for various sub-classes within broad asset

categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		35-75%
Debt Securities		25-55%
Cash and Other Short-Term Instruments		0-15%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.



Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Moderate Allocation Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

The S&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

The Barclays Capital Aggregate Bond Index is an index that measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Moderately Conservative Allocation Fund

TCAAX

Investment Objective

Thrivent Moderately Conservative Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees²		0.24%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement³		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

Management Fees are calculated by multiplying the applicable advisory fee on direct investments (0.45%) by the percentage of assets allocated to direct investments (20%) and adding such amount to the applicable advisory fee on all assets (0.15%), which includes both direct investments and Underlying Funds.

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Moderately Conservative Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 0.98% of the average daily net asset of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: The first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, debt securities, equity securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on maturity, duration, security type or credit rating for debt securities, or market capitalization, investment style or economic sector for equity securities. The use of target weightings for various sub-classes within broad asset

categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Debt Securities		35-75%
Equity Securities		25-65%
Cash and Other Short-Term Instruments		0-20%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

Allocation Risk. The Fund’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. Therefore, a principal risk of investing in the Fund is that the allocation strategies used and the allocation decisions made will not produce the desired results.

Issuer Risk. Issuer risk is the possibility that factors specific to a company, in which the Fund invests either directly or indirectly, will affect the market prices of the company’s securities and therefore the value of the Fund. Some factors affecting the performance of a company include demand for the company’s products or services, the quality of management of the company and brand recognition and loyalty. Common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. From time to time debt investments may fall out of favor as compared to investments in equity securities, and vice versa. Moreover, certain types of equity investments such as investments in small to medium-sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-size companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Moderately Conservative Allocation Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

The S&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

The Barclays Capital Aggregate Bond Index is an index that measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Real Estate Securities Fund

TREFX

Investment Objective

Thrivent Real Estate Securities Fund seeks to achieve long-term growth of capital and high current income.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.80%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Real Estate Securities Fund in order to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses) to an annual rate of % of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in income producing common stocks and other equity securities (which may include convertible securities) of companies that are primarily engaged in the U.S. real estate industry. This includes companies such as real estate investment trusts (REITs) and other real estate related investments. A real estate company generally derives at least 50% of its revenue from real estate ownership, leasing, management, development, financing or sale of residential, commercial or industrial real estate—or has at least 50% of its assets in real estate. Should the Adviser determine that the Fund would benefit from reducing the percentage of assets invested in companies that are primarily engaged in the real estate industry from 80% to a lesser amount, you will be notified at least 60 days prior to such a change.

The Fund may invest up to 20% in equity and fixed income securities of companies which are not principally engaged in the real estate industry or which are not income producing equity securities of companies principally engaged in the U.S. real estate industry. The Fund may sell securities, for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

Real Estate Industry Risk. To the extent the Fund allocates assets (whether by direct investment or investment through another fund) to issuers in the real estate business, the Fund is subject to real estate industry risk. Declines in real estate values, changes in interest rates or economic downturns can have a significant negative effect on issuers in the real estate industry. Other adverse changes could include, but are not limited to, extended vacancies of properties, increased competition, overbuilding and changes in zoning law and government regulations. The Fund invests primarily in the real estate industry; therefore, its performance will be closely tied to the performance of the real estate markets.

Real Estate Investment Trust (REIT) Risk. REITS generally can be divided into three types: equity REITs, mortgage REITs and hybrid REITs (which combine the characteristics of equity REITs and mortgage REITs). Equity REITs will be affected by changes in the values of, and incomes from, the properties they own, while mortgage REITs may be affected by the credit quality of the mortgage loans they hold. All REIT types may be affected by changes in interest rates. REITs are subject to additional risks, including the fact that they are dependent on specialized management skills that may affect the REITs’ abilities to generate cash flows for operating purposes and for making investor distributions. REITs may have limited diversification and are subject to the risks associated with obtaining financing for real property. As with any investment, there is a risk that REIT securities and other real estate industry investments may be overvalued at the time of purchase. In addition, a REIT can pass its income through to its investors without any tax at the entity level if it complies with various requirements under the Internal Revenue Code. There is the risk, however, that a REIT held by a Fund will fail to qualify for this tax-free pass-through treatment of its income. By investing in REITs indirectly through a Fund, in addition to bearing a proportionate share of the expenses of the Fund, you will also indirectly bear similar expenses of the REITs in which the Fund invests.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Foreign Securities Risk. To the extent the Fund allocates directly or indirectly to foreign securities, it is subject to various risks associated with such securities. Foreign securities are generally more volatile than their domestic counterparts, in part because of higher political and economic risks, lack of reliable information and fluctuations in currency exchange rates. Foreign securities also may be more difficult to resell than comparable U.S. securities because the markets for foreign securities are often less liquid. Even when a foreign security increases in price in its local currency, the appreciation may be diluted by adverse changes in exchange rates when the security’s value is converted to U.S. dollars. Foreign withholding taxes also may apply and errors and delays may occur in the settlement process for foreign securities.

Interest Rate Risk. Interest rate risk is the risk that security prices (equity or fixed income) decline in value when interest rates rise. This effect of rising interest rates is generally more pronounced for high dividend paying stock than for stocks that pay little or no dividends. This may cause the value of real estate securities to decline during periods of rising interest rates, which would reduce the overall return of the Fund.

Investment Adviser Risk. The Fund is actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser and/or subadviser(s) in assessing the potential of the securities in which the Fund invests. This assessment of companies held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Volatility And Performance

those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Real Estate Securities Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
FTSE NAREIT Equity REIT Index¹	%	%

The FTSE NAREIT Equity REIT Index is a capitalization-weighted index of all equity real estate investment trusts. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Reginald L. Pfeifer, CFA has served as portfolio manager of the Fund since its inception in 2005. Mr. Pfeifer has been with Thrivent since 1990 and has served as a portfolio manager since 2003. Previously, he was the Head of Mortgages and Real Estate from 2002 to 2003 and the Head of Fixed Income from 1998 to 2002.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Small Cap Growth Fund

TPSAX

Investment Objective

Thrivent Partner Small Cap Growth Fund seeks to achieve long-term growth of capital.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.90%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of small companies. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in small cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change. The Adviser has selected a subadviser to manage the Fund. The subadviser uses its own methodology, as described below, for selecting stocks of small companies, with market capitalizations at the time of purchase in the range of the Russell 2000^® Growth Index, that, in the subadviser’s determination, have above-average prospects for growth. A portion of the Fund will be invested in companies that have market capitalizations that fall within the bottom half of this Index (the “microcap portion”).

Turner Investment Partners, Inc.

Turner Investment Partners, Inc. (“Turner”), the subadviser to the Fund, uses its proprietary quantitative model to rank small cap companies by sector according to the size of the company, earnings growth rates and projections, sales and revenue figures, risk and volatility measures and trading volumes. It then uses fundamental and technical investment research techniques to identify attractive investments. A poor ranking from Turner’s proprietary model, a downward revision in earnings estimates or company management, or a breakdown in the underlying money flow for a stock may cause Turner to consider selling the security.

Principal Risks

Small Cap Risk. Smaller, less seasoned companies often have greater price volatility, lower trading volume, and less liquidity than larger, more established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, small shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Such companies seldom pay significant dividends that could cushion returns in a falling market.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Stocks of growth companies historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projections of future earnings or revenues and if a company’s earnings or revenues fall short of expectations its stock price may fall dramatically.

Liquidity Risk. Liquidity is the ability to sell a security relatively quickly for a price that most closely reflects the actual value of the security. Small capitalization stocks often have a less liquid resale market. As a result, the Fund may have difficulty selling or disposing of securities quickly in certain markets or may only be able to sell the holdings at prices substantially less than what the Fund believes they are worth.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Partner Small Cap Growth Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
Russell 2000^® Growth Index¹	%	%

The Russell 2000^® GrowthIndex is an index comprised of small capitalization companies with a greater than average growth orientation. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC (“Thrivent Asset Mgt.”). Thrivent Asset Mgt. has engaged Turner Investment Partners, Inc. (“Turner”) to subadvise the Fund. Turner uses two different management teams to manage the portfolio: one team to manage the microcap portion and another team to manage the other portfolio assets (the “other asset portion”). William C. McVail, CFA serves as lead manager of the other asset portion and has been with Turner since 1998. Jason D. Schrotberger, CFA serves as co-manager of the other asset portion and has been with Turner since 2001. Rick Wetmore also serves as co-manager of the other asset portion and has been with Turner since 2002. Frank L. Sustersic, CFA serves as lead manager of the microcap portion and has been with Turner since 1994. Heather F. McMeekin serves as co manager of the microcap portion and has been with Turner since 2001. William C. McVail, CFA also serves as co-manager of the microcap portion.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Small Cap Value Fund

AALVX

Investment Objective

Thrivent Partner Small Cap Value Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of small company common stocks and securities convertible into small company common stocks.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.70%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of small companies. The Fund’s subadviser focuses mainly on the securities of smaller U.S. companies with market capitalizations at time of purchase that are within or below the range of companies included in the Russell 2000^® Index. The Fund will not sell a security just because the company has grown to a market capitalization outside the range. The Fund may, on occasion, purchase companies with a market capitalization outside the range. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in small company securities from 80% to a lesser amount, we will notify you at least 60 days prior to such a change.

general economic conditions, a market decline, or industry conditions or developments affecting the particular company. The subadviser seeks to identify companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. The Fund’s subadviser considers these factors, among others, in choosing companies:

•

low price/earnings, price/book value, or price/cash flow ratios relative to the S&P 500, the company’s peers, or its own historic norm;

•

low stock price relative to a company’s underlying asset values;

•

above-average dividend yield relative to a company’s peers or its own historic norm;

•

a plan to improve the business through restructuring; and

•

a sound balance sheet and other positive financial characteristics.

In pursuing its investment objective, the Fund’s management has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the Fund’s management believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

While most assets will be invested in U.S. common stocks, other securities may also be purchased, including bonds, foreign stocks (up to 20% of total assets), futures and options, in keeping with the Fund’s objective.

The subadviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

The subadviser uses fundamental investment research techniques to determine what securities to buy and sell.

Principal Risks

The Fund is subject to the following principal investment risks. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. Thrivent Partner Small Cap Value Fund cannot be certain that it will achieve its investment objective.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic values or if value stocks are out of favor. The value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Partner Small Cap Value Fund	1 Year	5 Years	Since Inception (7/17/01)
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 2000^® Value Index¹	%	%	%

The Russell 2000^® Value Index measures the performance of small cap value stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC, which has engaged T. Rowe Price Associates, Inc. (“T. Rowe Price”) to subadvise the Fund. Preston Athey, CFA, CIC serves as portfolio manager for the Fund. He is a Vice President and a small company equity portfolio manager with T. Rowe Price and has been managing investments with T. Rowe Price since 1978.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Small Cap Stock Fund

AASMX

Investment Objective

Thrivent Small Cap Stock Fund seeks long-term capital growth by investing primarily in small company common stocks and securities convertible into small company common stocks.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.67%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of small companies. The Adviser focuses mainly in the securities of smaller U.S. companies which have market capitalizations similar to those companies included in widely known indices such as the S&P SmallCap 600 Index or the Russell 2000^® Index. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of small companies from 80% to a lesser amount, we will notify you at least 60 days prior to of such a change.

•

have an improving fundamental outlook;

•

have capable management; and

•

are financially sound.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Small Cap Stock Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 2000^® Index¹	%	%	%

The Russell 2000^® Indexmeasures the performance of small cap stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. David A. Maule, CFA has been the portfolio manager of the Fund since 2007, previously serving as an associate portfolio manager to the Fund since 2004. Prior to his position as associate portfolio manager, he was a senior equity research analyst at Thrivent, where he has been since 1998.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Mid Cap Growth Fund

LBMGX

Investment Objective

Thrivent Mid Cap Growth Fund seeks long-term growth of capital.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.41%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of mid-sized companies. The Adviser focuses mainly on securities of mid-sized U.S. companies which have market capitalizations similar to those companies included in widely known mid cap indices such as the Russell Midcap^® Growth Index or the S&P MidCap 400/Citigroup Growth Index at the time of the Fund’s investment. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of mid cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Fund seeks to achieve its investment objective by investing primarily in common stocks. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. The Adviser focuses on companies that have a strong record of earnings growth or show good prospects for growth in sales and earnings and also considers the trends in the market as a whole.

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Mid Cap Risk. Medium-sized companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projection of future earnings or revenues and, if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood Opportunity Growth Fund and Lutheran Brotherhood Mid Cap Growth Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood Mid Cap Growth Fund, which commenced operations on May 30, 1997. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Mid Cap Growth Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell Midcap^® Growth Index¹	%	%	%

TheRussell Midcap^® Growth Index measures the performance of mid cap growth stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Andrea J. Thomas, CFA has served as portfolio manager of the Fund since 2003 and was an associate portfolio manager of the Fund from 1997 through 2002. She has been with Thrivent since 1993.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Mid Cap Value Fund

TPMAX

Investment Objective

Thrivent Partner Mid Cap Value Fund seeks to achieve long-term capital appreciation.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.75%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Partner Mid Cap Value Fund in order to limit the Net Annual Fund Operating Expenses to an annual rate of % of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities of mid cap issuers. The subadviser focuses mainly on the securities of mid cap issuers which have market capitalizations similar to companies constituting the Russell Midcap^® Value Index at the time of investment. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its assets in foreign securities, including securities of issuers in emerging countries and securities in foreign currencies. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in mid cap securities from 80% to a lesser amount, it will notify you at least 60 days’ prior to such a change.

The subadviser’s stock selection reflects a mid cap value style. The Fund ordinarily invests in equity securities of mid cap companies that the subadviser believes are undervalued.

The subadviser uses fundamental research techniques to determine what securities to buy and sell.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Value style investing includes the risk that stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic value or if value stocks are out of favor.

Emerging Markets Risk. The economic and political structures of developing nations, in most cases, do not compare favorably with the U.S. or other developed countries in terms of wealth and stability, and their financial markets often lack liquidity. Fund performance will likely be negatively affected by portfolio exposure to nations in the midst of, among other things, hyperinflation, currency devaluation, trade disagreements, sudden political upheaval or interventionist government policies. Significant buying or selling actions by a few major investors may also heighten the volatility of emerging markets. These factors make investing in emerging market countries significantly riskier than in other countries and events in any one country could cause the Fund’s share price to decline.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2008)
Thrivent Partner Mid Cap Value Fund	1 Year	Since Inception (6/30/05)
Class A (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
Russell Midcap^® Value Index¹	%	%

TheRussell MidCap^® Value Index is an index comprised of mid-cap companies with lower than average price-to-book ratios and lower forecasted growth values. The performance of the Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC, which has engaged Goldman Sachs Asset Management, L.P. (“GSAM”) to subadvise the Fund. GSAM uses its Value Team to manage the Fund. Andrew Braun is a co-chief investment officer of the Team, which he has been with since 1997. Sean Gallagher is also a co-chief investment officer of the Team, which he has been with since 2000. Dolores Bamford, CFA is a co-manager and has been with GSAM since 2002. David Berdon is a co-manager and joined the Team in 2001. Scott Carroll, CFA is a co-manager and has been with GSAM since 2002. Sean A. Butkus, CFA is a co-manager and has been with the Team since 2004 and GSAM since 1998. J. Kelly Flynn is a co-manager and has been with GSAM since 2002.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Mid Cap Stock Fund

AASCX

Investment Objective

Thrivent Mid Cap Stock Fund seeks long-term capital growth by investing primarily in common stocks and securities convertible into common stocks of mid-sized companies.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.66%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of mid-sized companies. The Adviser focuses mainly on the securities of mid-sized U.S. companies which have market capitalizations similar to those included in widely known indices such as the Russell Midcap^® Index or the S&P MidCap 400 Index. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in mid cap securities from 80% to a lesser amount, we will notify you at least 60 days’ prior to the change.

The Fund seeks to achieve its investment objective by investing in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. The Adviser looks for mid-sized companies that, in its opinion:

•

have prospects for growth in their sales and earnings;

•

are in an industry with a good economic outlook;

•

have high-quality management; and

•

have a strong financial position.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Mid Cap Stock Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell Midcap^® Index¹	%	%	%

The Russell MidCap^® Index is an index that measures the performance of the smallest 800 securities in the Russell^® 1000 Index, as ranked by total market capitalization. The Index does not reflect deductions for fees, expenses, or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Brian J. Flanagan, CFA has been a portfolio manager of the Fund since 2004. He has been with Thrivent since 1996 and a portfolio manager since 2000.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Worldwide Allocation Fund

TWAAX

Investment Objective

Thrivent Partner Worldwide Allocation Fund seeks long-term capital growth.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.90%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Partner Worldwide Allocation Fund in order to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses) to an annual rate of % of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years

$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund seeks to achieve its objective by investing primarily in equity and debt securities of issuers throughout the world. The Fund seeks to diversify its portfolio broadly among developed and emerging countries (possibly including the U.S.) and among multiple asset classes. The equity securities in which the Fund invests may include common stock, preferred stock, securities convertible into common stock, or securities or other instruments the price of which is linked to the value of common stock. The debt securities in which the Fund invests may be of any maturity or credit quality and may include high-yield, high-risk bonds, notes, debentures and other debt obligations commonly known as “junk bonds.” At the time of purchase, these high-yield, high-risk debt securities are rated within or below the “BB” major rating category by Standard & Poor’s or the “Ba” major rating category by Moody’s or are unrated but considered to be of comparable quality.

The subadvisers invest independently of one another and use their own methodologies for selecting assets.

The Fund will generally make the following allocations among the broad asset classes listed below:


International large-cap growth		15-45%
International large-cap value		15-45%
Emerging markets equity		0-30%
International small- and mid-cap equities		0-30%
Emerging markets debt		0-30%
U.S. securities		0-20%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performances among asset classes. These allocations may change without shareholder approval or advance notice to shareholders to the extent consistent with applicable law.

Principal Global Investors, LLC manages the international large-cap growth assets. Mercator Asset Management, LP manages the international large-cap value assets. Aberdeen Asset Management Investment Limited manages the emerging markets equity assets. Victory Capital Management Inc. manages the international small- and mid-cap assets. Goldman Sachs Asset Management, L.P. manages the emerging markets debt assets. The Adviser manages the assets allocated to U.S. securities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Foreign Securities Risk. Securities of foreign companies in which the Fund invests generally carry more risk than securities of U.S. companies. The economies and financial markets of certain regions—such as Latin America, Asia, Europe and the Mediterranean region—can be highly interdependent and may decline at the same time. Other risks result from the varying stages of economic and political development of foreign countries; the differing regulatory environments, trading days, and accounting standards of foreign markets; and higher transaction costs. The Fund’s investment in any country could be subject to governmental actions such as capital or currency controls, nationalizing a company or industry, expropriating assets, or imposing punitive taxes that would have an adverse effect on security prices and impair the Fund’s ability to repatriate capital or income. In addition, the issuer of non-U.S. sovereign debt in which the Fund invests or the governmental authorities that control the repayment of such debt may be unable or unwilling, for economic reasons or otherwise, to repay the principal or interest when due. The Fund is also subject to the risk that the value of a foreign currency may decline against the U.S. dollar, which would reduce the dollar value of securities denominated in that currency. The overall impact of such a decline of foreign currency can be significant, unpredictable, and long lasting, depending on the currencies represented, how each one appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Under normal conditions, the Fund does not engage in extensive foreign currency hedging programs. Further, exchange rate movements are volatile, and it is not possible to effectively hedge the currency risks of many developing countries.

Liquidity Risk. Liquidity is the ability to sell a security relatively quickly for a price that most closely reflects the actual value of the security. Foreign securities generally have a less liquid resale market. As a result, the Fund may have difficulty selling or disposing of securities quickly in certain markets or may only be able to sell the holdings at prices substantially less than what the Fund believes they are worth.

narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. In addition, small cap companies seldom pay significant dividends that could cushion returns in a falling market.

Allocation Risk. The Fund’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. Therefore, a principal risk of investing in the Fund is that the allocation strategies used and the allocation decisions made will not produce the desired results.

Multi-Manager Risk. The investment styles employed by the subadvisers may not be complementary. The interplay of the various strategies employed by the subadvisers may result in the Fund indirectly holding positions in certain types of securities, industries or sectors. These positions may be detrimental to a Fund’s performance depending upon the performance of those securities and the overall economic environment. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from a Fund’s realization of capital gains. It is also possible that one subadviser could be selling a particular security or security from a certain country while another subadviser could be purchasing the same security or a security from that same country.

Volatility and Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDED DECEMBER 31, 2009)
Thrivent Partner Worldwide Allocation Fund	1 Year	Since Inception of Fund 02/29/08
Class A (before taxes)	%	%
Class A (after taxes on distributions)	%	%
Class A (after taxes on distributions and redemptions)	%	%
MSCI All Country World Index¹	%	%

The MSCI All Country World Index is an unmanaged market capitalization-weighted index that is designed to represent the performance of developed and emerging stock markets throughout the world. The performance of the Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC (“Thrivent Asset Mgt.”), which has engaged Mercator Asset Management, LP (“Mercator”), Principal Global Investors, LLC (“Principal”), Aberdeen Asset Management Investment Services Limited (“Aberdeen”), Victory Capital Management Inc. (“Victory”) and Goldman Sachs Asset Management, L.P. (“GSAM”) to subadvise the Fund. Thrivent Asset Mgt. may also manage a portion of the Fund.

James E. Chaney and Peter F. Spano serve as portfolio co-managers for the Mercator portion of the Fund. Mr. Chaney is a General Partner of Mercator and has been with Mercator since 2000. Mr. Spano is a General Partner and a founder of Mercator, which was established in 1984. Steven Larson, CFA and John Pihlblad, CFA serve as portfolio co-managers for the Principal portion of the Fund. Mr. Larson and Mr. Pihlblad have been with Principal since 2001 and 2000 respectively. Devan Kaloo, Head of Emerging Markets at Aberdeen, is the lead portfolio manager for the Aberdeen portion of the Fund. Prior to his current position, he was, beginning in 2000, a senior investment manager on Aberdeen’s Asian Equity team. Margaret Lindsay, Chief Investment Officer of International Equity Strategies at Victory, is the lead portfolio manager for the Victory portion of the Fund. Prior to joining Victory in 2006, she was Director of Global Small Cap Equity and head of the non-U.S. small/mid-cap team at Fiduciary Trust International, a subsidiary of Franklin Templeton Investments, for 15 years. GSAM uses its Emerging Market Debt and Fundamental Currency team to manage its portion of the Fund. Samuel Finkelstein, Managing Director, is the head of this team and is the lead manager of GSAM’s portion of the Fund. He joined GSAM in 1997 and the team in 2000 as a portfolio manager. Ricardo Penfold, Vice President, joined GSAM in 2000. Owi Ruivivar, Ph.D, Vice President and Portfolio Manager, joined GSAM in 2002.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Partner International Stock Fund

AAITX

Investment Objective

Thrivent Partner International Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of foreign stocks.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.60%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund seeks to achieve its objective by investing substantially all of its assets in stocks outside the U.S. and to diversify broadly among developed and emerging countries throughout the world. Normally, at least 80% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in stocks. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in stocks from 80% to a lesser amount, we will notify you at least 60 days prior to the change. While stocks may be purchased without regard to a company’s market capitalization, the focus typically will be on large and, to a lesser extent, medium-sized companies. The Fund may also purchase fixed-income securities and derivatives, including futures and options, in keeping with the Fund’s objective.

The Adviser has selected two subadvisers with differing management styles to subadvise the Fund. Each of the subadvisers acts and invests independently of the other and uses its own methodology for selecting stocks. The Fund’s assets are allocated generally on an equal basis between the two investment subadvisers described below.

Principal Global Investors, LLC (“Principal”)

Principal’s investment focus for the Fund is international large-cap growth equities. Principal’s stock selection reflects a growth style and is based on the belief that superior stock

selection and disciplined risk management provide consistent outperformance. Principal focuses on companies with improving and sustainable business fundamentals, rising investor expectations and attractive relative valuation. To maximize stock selection skills as the primary driver of relative performance, Principal leverages technology in its research-driven approach and seeks to neutralize unintended portfolio risks. Principal may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Mercator Asset Management, LP (“Mercator”)

Mercator’s investment focus for the Fund is international large-cap value equities. Although Mercator invests primarily in equity securities, it also may invest in fixed-income securities and derivatives. Mercator combines a relative value style with bottom-up stock analysis. The goal of the investment team is to maximize returns on a risk-adjusted basis. Mercator’s approach is to identify attractive, undervalued securities that have good earnings prospects. Using initial screens based on historical data, Mercator uses its proprietary database to identify securities which are inexpensive relative to their respective historical prices, industries, and markets. Mercator subjects the most attractive stocks to fundamental investment research techniques, which seek to validate projected financial data and consider company, industry, and macro factors. Mercator will consider selling a security when fundamental investment research techniques indicate that the security is less attractive than alternative investments.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projections of future earnings or revenues, and if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Value style investing includes the risk that stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic value or if value stocks are out of favor.

Foreign Securities Risk. Securities of foreign companies in which the Fund invests generally carry more risk than securities of U.S. companies. The economies and financial markets of certain regions—such as Latin America, Asia, Europe and the Mediterranean region—can be highly interdependent and may decline at the same time. Other risks result from the varying stages of economic and political development of foreign countries; the differing regulatory environments, trading days, and accounting standards of foreign markets; and higher transaction costs. The Fund’s investment in any country could be subject to governmental actions such as capital or currency controls, nationalizing a company or industry, expropriating assets, or imposing punitive taxes that would have an adverse effect on security prices and impair the Fund’s ability to repatriate capital or income. The Fund is also subject to the risk that the value of a foreign currency may decline against the U.S. dollar, which would reduce the dollar value of securities denominated in that currency. The overall impact of such a decline of foreign currency can be significant, unpredictable, and long lasting, depending on the currencies represented, how each one appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Under normal conditions, the Fund does not engage in extensive foreign currency hedging programs. Further, exchange rate movements are volatile, and it is not possible to effectively hedge the currency risks of many developing countries.

securities, industries or sectors. These positions may be detrimental to a Fund’s performance depending upon the performance of those securities and the overall economic environment. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from a Fund’s realization of capital gains. It is also possible that one subadviser could be selling a particular security or security from a certain country while another subadviser could be purchasing the same security or a security from that same country.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood World Growth Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood World Growth Fund, which commenced operations on September 5, 1995. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2008)
Thrivent Partner International Stock Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
MSCI EAFE Index¹	%	%	%

TheMorgan Stanley Capital International, Europe, Australasia, Far East Index (MSCI EAFE Index) measures the performance of stocks in developed countries outside of North America. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC, which has engaged Mercator Asset Management, LP (“Mercator”) and Principal Global Investors, LLC (“Principal”) to subadvise the Fund.

Purchase and Sale of Fund Shares

automatic investment plan (for purchases) or a systematic withdrawal plan (for redemptions), subject to certain limitations.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Large Cap Growth Fund

AAAGX

Investment Objective

Thrivent Large Cap Growth Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.75%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Large Cap Growth Fund in order to limit the Net Annual Fund Operating Expenses to an annual rate of % of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/ Citigroup Growth Index, the Russell 1000^® Growth Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in large cap securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

and stock market as a whole. The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projection of future earnings or revenues and, if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood Growth Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood Growth Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Large Cap Growth Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 1000^® Growth Index¹	%	%	%

TheRussell 1000^® Growth Index measures the performance of large cap growth stocks. The Index does not reflect deductions for fees, expenses, or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Scott A. Vergin, CFA has served as portfolio manager of the Fund since 2002. He has been with Thrivent since 1984 and has served as a portfolio manager since 1994.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Large Cap Value Fund

AAUTX

Investment Objective

Thrivent Large Cap Value Fund seeks to achieve long-term growth of capital.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.45%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/Citigroup Value Index, the Russell 1000^® Value Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Adviser uses fundamental, quantitative, and technical investment research techniques and focuses on stocks of U.S. companies that it believes are undervalued in relation to their long-term earnings power or asset value. These stocks typically, but not always, have below average price-to-earnings and price-to-book value ratios. The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Value style investing includes the risk that stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic value or if value stocks are out of favor.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten- periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood Value Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood Value Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Large Cap Value Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 1000^® Value Index¹	%	%	%

The Russell 1000^® Value Index measures the performance of large cap value stocks. The Index does not reflect deductions for fees, expenses, or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Matthew D. Finn, CFA has served as portfolio manager of the Fund since 2004, when he joined Thrivent.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Large Cap Stock Fund

AALGX

Investment Objective

Thrivent Large Cap Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.53%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those in widely known indices such as the S&P 500 Index, the Russell 1000^® Index, or the large company market capitalizations classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Fund seeks to achieve its investment objective by investing primarily in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what stocks to buy and sell. The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Large Cap Stock Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
S&P 500 Index¹	%	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Matthew D. Finn, CFA and Scott A. Vergin, CFA have served as portfolio managers of the Fund since 2007. Mr. Finn has served as a portfolio manager since 2004, when he joined Thrivent. Mr. Vergin has been with Thrivent since 1984 and has served as a portfolio manager since 1994.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Equity Income Plus Fund

TEIAX

Investment Objective

Thrivent Equity Income Plus Fund seeks income plus long-term capital growth.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.65%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses³		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Equity Income Plus Fund in order to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses) to an annual rate of % of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in income-producing equity securities. The Adviser expects to achieve long-term capital growth by purchasing income-producing equity securities that appreciate in value. The equity securities in which the Fund invests may include common stock, preferred stock, securities convertible into common stock, or securities or other instruments the price of which is linked to the value of common stock. The Fund may invest in domestic and foreign real estate investment trusts (REITs), American Depositary Receipts (ADRs) and emerging market equities. The Fund may also write (sell) covered call or put options against a portion of the Fund’s portfolio. Should the Adviser determine that the Fund would benefit from reducing the percentage of its net assets invested in income-producing equity securities from 80% to a lesser amount, it would notify you at least 60 days prior to this change.

The Adviser uses fundamental, quantitative and technical investment research techniques to determine which securities to buy and sell. The Adviser focuses on factors that may vary

depending on market conditions, seeking a portfolio of securities that is broadly diversified across economic sectors and industries. The Adviser constructs portfolios using a “top-down” approach that focuses on broad economic trends and a “bottom-up” approach that focuses on company fundamentals, including dividend-payment history, payout ratios and expected growth.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Preferred Stock Risk. There are certain additional risks associated with investing in preferred securities, including, but not limited to, preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer; preferred securities are generally subordinated to bonds and other debt instruments in a company’s capital structure in terms of having priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments; preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities; generally, traditional preferred securities offer no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board; and in certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date.

the time of purchase. In addition, a REIT can pass its income through to its investors without any tax at the entity level if it complies with various requirements under the Internal Revenue Code. There is the risk, however, that a REIT held by a Fund will fail to qualify for this tax-free pass-through treatment of its income. By investing in REITs indirectly through a Fund, in addition to bearing a proportionate share of the expenses of the Fund, you will also indirectly bear similar expenses of the REITs in which the Fund invests.

Option Writing Risk. The Fund may write (sell) covered call and put options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. The writer of a call option has the obligation to sell the underlying instrument during the option period, and the writer of a put option has the obligation to buy the underlying instrument during the option period. The writing of options is a highly specialized activity that involves special investment risks. Options may be used for either hedging or cross-hedging purposes or to seek to increase total return. The successful use of options depends in part on the ability of the Adviser to manage future price fluctuations and the degree of correlation between the options and the markets of the underlying instruments. If the Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the securities or indices on which options are written and the securities in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase the Fund’s transaction costs. Options written by the Fund may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.

Volatility and Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDED DECEMBER 31, 2009)
Thrivent Equity Income Plus Fund	1 Year	Since Inception of Fund 02/29/08
Class A (before taxes)	%	%
Class A (after taxes on distributions)	%	%
Class A (after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%

The S&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. David R. Spangler, CFA and Kevin R. Brimmer, FSA have served as portfolio managers of the Fund since its inception in 2008. Mr. Spangler has been with Thrivent since 2002 and has been a portfolio manager since 2007. He was director of Investment Product Management of Thrivent from 2002 to 2006. Mr. Brimmer has been with Thrivent since 1985 and has been a portfolio manager since 2002.

Purchase and Sale of Fund Shares

You may purchase or redeem Fund shares on days that the New York Stock Exchange is open. You may conduct such transactions by mail, telephone (1-800-847-4836), the Internet

(www.thrivent.com), by wire/ACH transfer or through an automatic investment plan (for purchases) or a systematic withdrawal plan (for redemptions), subject to certain limitations.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Balanced Fund

AABFX

Investment Objective

Thrivent Balanced Fund seeks long-term total return through a balance between income and the potential for long-term capital growth by investing primarily in a diversified portfolio of common stocks, bonds and money market instruments.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.55%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund invests in a combination of common stocks, bonds, and money market instruments. The Adviser focuses on U.S. companies and establishes the Fund’s asset allocation mix by forecasting the expected return of each asset class over short-term and long-term time horizons, as well as expected risks of each asset class. The Adviser tries to maintain higher weighting in those asset classes the Adviser expects to provide the highest returns over a set time horizon. Under normal circumstances, the Fund invests in the following three asset classes within the ranges given:


	Minimum	Maximum
Common Stocks	35%	75%
Debt Securities	25%	50%
Money Market Instruments	0%	40%

The Adviser focuses on common stocks of U.S. companies with varying market capitalizations similar to those companies included in the Russell 3000^® Index and the S&P Supercomposite 1500 Index. For debt securities, the Adviser invests primarily in investment-grade corporate bonds, government bonds, asset-backed securities and mortgage-backed securities, and it may purchase bonds of any maturity. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit).

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The value of the Fund’s shares may be affected by weak equity markets or changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Interest Rate Risk. Interest rate risk is the risk that bond prices decline in value when interest rates rise for bonds that pay a fixed rate of interest. Bonds with longer durations or maturities tend to be more sensitive to changes in interest rates than bonds with shorter durations or maturities. In addition, both mortgage-backed and asset-backed securities are sensitive to changes in the repayment patterns of the underlying security. If the principal payment on the underlying asset is repaid faster or slower than the holder of the asset-backed or mortgage-backed security anticipates, the price of the security may fall, particularly if the holder must reinvest the repaid principal at lower rates or must continue to hold the security when interest rates rise. This effect may cause the value of the Fund to decline and reduce the overall return of the Fund.

Mortgage-Related and Other Asset-Backed Securities Risk. The value of mortgage-related and asset-backed securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Balanced Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Aggregate Bond Index¹	%	%	%
S&P Supercomposite 1500 Index²	%	%	%

The Barclays CapitalAggregate Bond Index is an index which measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

The S&P Supercomposite 1500Index measures the performance of a group of 1500 publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Gregory R. Anderson, CFA, CPA, Darren Bagwell, CFA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since 2005. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Bagwell has been with Thrivent since 2002 in an investment management capacity and currently is Director of Research. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent High Yield Fund

LBHYX

Investment Objective

Thrivent High Yield Fund seeks high current income and, secondarily, growth of capital.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		4.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.39%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in high yield, high risk bonds, notes, debentures and other debt obligations or preferred stocks. These securities are commonly known as “junk bonds.” At the time of purchase these securities are rated within or below the “BB” major rating category by Standard & Poor’s Corporation or the “Ba” major rating category by Moody’s Investor Services, Inc. or are unrated but considered to be of comparable quality by the Adviser. The Fund invests in securities regardless of the securities’ maturity average. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in junk bonds from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. The Adviser focuses on U.S. companies which it believes have or are expected to achieve adequate cash flows or access to capital markets for the payment of principal and interest obligations.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The price of the Fund’s shares may be affected by weak equity markets when issuers of high yield, high risk bonds generally find it difficult to improve their financial condition by replacing debt with equity. Bonds may also exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Liquidity Risk. Liquidity is the ability to sell a security relatively quickly for a price that most closely reflects the actual value of the security. High-yield bonds have a less liquid resale market. As a result, we may have difficulty selling or disposing of securities quickly in certain markets or may only be able to sell the holdings at prices substantially less than what the Fund believes they are worth.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five-, and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood High Yield Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood High Yield Fund, which commenced operations on April 3, 1987. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent High Yield Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital U.S. Corporate High Yield Bond Index¹	%	%	%

TheBarclays Capital U.S. Corporate High Yield Bond Index is an index which measures the performance of fixed-rate non-investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Paul J. Ocenasek, CFA has served as portfolio manager of the Fund since 1997. He has been with Thrivent since 1987 and, since 1997, has served as portfolio manager to other Thrivent mutual funds.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Diversified Income Plus Fund

AAHYX

Investment Objective

Thrivent Diversified Income Plus Fund seeks to maximize income while maintaining prospects for capital appreciation by investing primarily in a diversified portfolio of income-producing securities.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		4.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.55%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests in a diversified portfolio of income-producing debt and equity securities. The Fund may invest in debt securities of any maturity and credit quality. Such debt securities may include investment grade corporate bonds and government bonds. Debt securities will include high yield, high risk bonds, notes, debentures and other debt obligations commonly known as “junk bonds.” At the time of purchase these securities are rated within or below the “BB” major rating category by S&P or the “Ba” major rating category by Moody’s or are unrated but considered to be of comparable quality by the Adviser.

As an additional principal strategy, the Fund may invest in equity securities in the real estate industry, including REITs.

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The price of the Fund’s shares may be affected by weak equity markets when issuers of high yield, high risk bonds generally find it difficult to improve their financial condition by replacing debt with equity. Bonds may also exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Volatility And Performance

Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

Effective June 30, 2006, based on approval of the Fund’s board of trustees and Fund shareholders, the Fund’s investment objective and principal strategies were changed, which had the effect of converting the Fund from one which invested at least 80% of its assets in high yield securities to one which invests in a diversified portfolio of income-producing securities. At the same time, the Fund’s name changed from Thrivent High Yield Fund II to Thrivent Diversified Income Plus Fund. As a result, performance information presented below with respect to periods prior to June 30, 2006, reflects the performance of an investment portfolio that was materially different from the investment portfolio of Thrivent Diversified Income Plus Fund.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Diversified Income Plus Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
S&P 500 Dividend Aristocrats Index¹	%	%	%
Barclays Capital Aggregate Bond Index²	%	%	%

The S&P 500 Dividend Aristocrats Index is an index which measures the performance of large capitalization companies within the S&P 500 that have followed a managed dividends policy of consistently increasing dividends every year for at least 25 years. The Index portfolio has both capital growth and dividend income characteristics, is equal-weighted and is broadly diversified across sectors. The Index does not reflect deductions for fees, expenses or taxes.

The Barclays Capital Aggregate Bond Index is an index that measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Mark L. Simenstad, CFA, David R. Spangler, CFA, Kevin R. Brimmer, FSA and Paul J. Ocenasek, CFA have served as portfolio managers of the Fund since the respective years of 2006, 2007, 2007 and 2004. Mr. Simenstad is Vice President of Fixed Income Mutual Funds and Separate Accounts and has been with Thrivent since 1999. Mr. Spangler has been with Thrivent since 2002 and was director of Investment Product Management from 2002 to 2006. Mr. Brimmer has been with Thrivent since 1985 and has been a portfolio manager since 2002. Mr. Ocenasek has been with Thrivent since 1987 and, since 1997, has served as portfolio manager to other Thrivent mutual funds.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Municipal Bond Fund

AAMBX

Investment Objective

Thrivent Municipal Bond Fund seeks a high level of current income exempt from federal income taxes, consistent with capital preservation by investing primarily in a diversified portfolio of municipal bonds.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		4.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.41%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in municipal bonds, the income of which is exempt from federal income taxation. The Fund may count securities that generate income subject to the alternative minimum tax toward the 80% investment requirement. The Fund’s investment objective may not be changed without shareholder approval.

The Fund’s Adviser uses fundamental, quantitative, and technical investment research techniques to determine what municipal bonds to buy and sell. At the time of purchase, the Adviser generally buys investment-grade municipal bonds or unrated bonds it determines to be of comparable quality.

Principal Risks

The securities markets may also decline because of factors that affect a particular industry.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The Fund’s performance may be affected by political and economic conditions at the state, regional or federal level. These may include budgetary problems, decline in the tax base and other factors that may cause rating agencies to downgrade the credit ratings on certain issues. Bonds may also exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Tax Risk. Changes in federal income tax laws or rates may affect both the net asset value of the Fund and the taxable equivalent interest generated from securities in the Fund. Since the Fund may invest in municipal securities subject to the federal alternative minimum tax without limitation, the Fund may not be suitable for investors who already are or could be subject to the federal alternative minimum tax.

Volatility And Performance

The following bar chart and table shown provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five-, and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood Municipal Bond Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood Municipal Bond Fund, which commenced operations on December 3, 1976. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Municipal Bond Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Municipal Bond Index¹	%	%	%

The Barclays Capital Municipal Bond Index is a market-value-weighted index of investment-grade municipal bonds with maturities of one year or more. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Janet I. Grangaard, CFA has served as portfolio manager of the Fund since 2002. She has been with Thrivent since 1988 and has served as a portfolio manager since 1994.

Purchase and Sale of Fund Shares

Tax Information

The Fund generally intends to distribute tax-exempt income, although it may also make distributions that are taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Income Fund

LUBIX

Investment Objective

Thrivent Income Fund seeks high current income while preserving principal. The Fund’s secondary investment objective is to obtain long-term growth of capital in order to maintain investors’ purchasing power.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		4.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.34%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund may also invest in high yield, high risk bonds, notes, debentures and other debt obligations or preferred stock commonly known as “junk bonds.” At the time of purchase these securities are rated within or below the “BB” major rating category by S&P or the “Ba” major rating category by Moody’s or are unrated but considered to be of comparable quality by the Adviser.

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what debt obligations to buy and sell. The Adviser may purchase bonds of any maturity and focuses on U.S. companies which it believes are financially sound and have strong cash flow, asset values, and interest or dividend earnings.

Principal Risks

High Yield Risk. High yield securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. If the issuer of the security is in default with respect to interest or principal payments, the Fund may lose its investment in that security.

Volatility And Performance

On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood Income Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood Income Fund, which commenced operations on June 1, 1972.

The bar chart includes the effects of fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Income Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Aggregate Bond Index¹	%	%	%

TheBarclays Capital Aggregate Bond Index is an index which measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Stephen D. Lowe, CFA has served as the portfolio manager of the Fund since 2009. He has also been a senior portfolio manager of the high yield portion of Thrivent’s general account since 2005. Prior to this position, Mr. Lowe was, since 2004, a high yield research manager and, since 2002, an associate portfolio manager of the high yield portion of the general account. He has been with Thrivent since 1997.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Core Bond Fund

AAINX

Investment Objective

Thrivent Core Bond Fund seeks a high level of current income, consistent with capital preservation, by investing primarily in a diversified portfolio of investment-grade bonds.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		4.50%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.45%
Distribution and Service (12b-1) Fees		0.25%
Other Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement²		%
Net Annual Fund Operating Expenses		%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Core Bond Fund equal in the aggregate to 0.10% of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit.) Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities that are at least in the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated but considered to be of comparable quality by the Fund’s Adviser. Should the Fund’s Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

Principal Risks

Volatility And Performance

The bar chart includes the effects of Fund expenses, but not sales charges. If sales charges were included, returns would be lower than those shown. The table includes the effects of Fund expenses and maximum sales charges for each class and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Core Bond Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Aggregate Bond Index¹	%	%	%

The Barclays Capital Aggregate Bond Index is an index which measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Gregory R. Anderson, CFA, CPA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since the respective years of 2005 and 2002. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Government Bond Fund

Investment Objective

Thrivent Government Bond Fund seeks total return with current income consistent with preservation of capital. The Fund’s investment objective may be changed without shareholder approval.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		2.00%
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)¹		1.00%


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.40%
Distribution and Service (12b-1) Fees		0.125%
Other Expenses²		0.705%
Total Annual Fund Operating Expenses		1.23%
Less Expense Reimbursement³		0.28%
Net Annual Fund Operating Expenses		0.95%

When you invest $1,000,000 or more, a deferred sales charge of 1% will apply to shares redeemed within one year.

“Other Expenses” is based on management’s estimates of anticipated other expenses and average net assets of the Fund for the current fiscal year. Actual expense may vary from those indicated.

The Adviser has contractually agreed, through at least February 28, 2011, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Government Bond Fund in order to limit the Net Annual Fund Operating Expenses to an annual rate of 0.95% of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years


$295	$	555

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The Fund commenced operations on February 26, 2010 and, therefore, has no portfolio turnover from fiscal year ended October 31, 2009 to report.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of borrowings for investment purposes) in government bonds. For purposes of this disclosure, “government bonds” are, among other things, debt instruments issued or guaranteed by the U.S. government or its agencies and instrumentalities, including Treasury Inflation Protected Securities (TIPS) and mortgage-backed securities issued or guaranteed by the Government National Mortgage Association (GNMA or Ginnie Mae), the Federal National Mortgage Association (FNMA or Fannie Mae) or the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac); debt instruments issued or guaranteed by a foreign government, including inflation-linked securities; and municipal securities.

Should the Adviser determine that the Fund would benefit from reducing the percentage of its net assets invested in government bonds from 80% to a lesser amount, it will notify you at least 60 days prior to the change. The Adviser uses fundamental, quantitative and technical investment research techniques to determine what debt obligations to buy and sell.

Principal Risks

Inflation-Linked Security Risk. Inflation-linked debt securities, such as TIPS, are subject to the effects of changes in market interest rates caused by factors other than inflation (real interest rates). In general, the price of an inflation-linked security tends to decrease when real interest rates increase and can increase when real interest rates decrease. Interest payments on inflation-linked securities are unpredictable and will fluctuate as the principal and interest are adjusted for inflation. Any increase in the principal amount of an inflation-linked debt security will be considered taxable ordinary income, even though the Fund will not receive the principal until maturity.

There can also be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Fund’s investments in inflation-linked securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. In addition, inflation-linked securities are subject to the risk that the Consumer Price Index for All Urban Consumers (CPI-U) or other relevant pricing index may be discontinued, fundamentally altered in a manner materially adverse to the interests of an investor in the securities, altered by legislation or Executive Order in a materially adverse manner to the interests of an investor in the securities or substituted with an alternative index.

Sovereign Debt Risk. The Fund may invest in sovereign debt securities. These securities are issued or guaranteed by foreign governmental entities. These investments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.

Government Securities Risk. The Fund invests in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as Ginnie Mae, Fannie Mae or Freddie Mac securities). Securities issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac are not issued directly by the U.S. government. Ginnie Mae is a wholly owned U.S. corporation that is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest of its securities. By contrast, securities issued or guaranteed by U.S. government-related organizations such as Fannie Mae and Freddie Mac are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.

Investment Adviser Risk. The Fund is actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser and/or subadviser(s) in assessing the potential of the securities in which the Fund invests. This assessment of issuers held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Volatility and Performance

No performance information for the Fund is provided because it did not commence operations until February 26, 2010.

Management

The Fund is managed by Thrivent Asset Management, LLC. Michael G. Landreville, CFA has served as portfolio

manager of the Fund since its inception in February 2010. He has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

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Thrivent Limited Maturity Bond Fund

LBLAX

Investment Objective

Thrivent Limited Maturity Bond Fund seeks a high level of current income consistent with stability of principal.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.30%
Distribution and Service (12b-1) Fees		0.125%
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, municipal bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit.) The dollar-weighted average effective maturity for the Fund is expected to be less than three years. Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities or preferred stock in at least the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality by the Fund’s Adviser. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such investment grade securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what debt obligations to buy and sell. The investment adviser focuses on U.S. companies that it believes are financially sound and have strong cash flow, asset values and interest or dividend earnings.

100

Principal Risks

Interest Rate Risk. Interest rate risk is the risk that bond prices decline in value when interest rates rise for bonds that pay a fixed rate of interest. In addition, both mortgage-backed and asset-backed securities are sensitive to changes in the repayment patterns of the underlying security. If the principal payment on the underlying asset is repaid faster or slower than the holder of the asset-backed or mortgage-backed security anticipates, the price of the security may fall, particularly if the holder must reinvest the repaid principal at lower rates or must continue to hold the security when interest rates rise. This effect may cause the value of the Fund to decline and reduce the overall return of the Fund.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood Limited Maturity Bond Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood Limited Maturity Bond Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and table include the effect of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:

101


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Limited Maturity Bond Fund	1 Year	5 Years	10 Years
Class A (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Government/Credit 1-3 Year Bond Index¹	%	%	%

The Barclays Capital Government/Credit 1-3 Year Bond Index is an index which measures the performance of government and corporate fixed-rate debt securities with maturities of 1-3 years. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Gregory R. Anderson, CFA, CPA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since the respective years of 2005 and 1999. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Purchase and Sale of Fund Shares

The minimum initial investment requirement for this Fund is $2,500. The minimum subsequent investment requirement for this Fund is $100. These investment requirements may be different, however, for investors investing in the Fund through a retirement or automatic investment plan.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

102

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Thrivent Money Market Fund

AMMXX

Investment Objective

Thrivent Money Market Fund seeks a high level of current income, while maintaining liquidity and a constant net asset value of $1.00 per share, by investing in a diversified portfolio of high-quality, short-term money market instruments.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value at time of purchase or redemption, whichever is lower)		None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.40%
Distribution and Service (12b-1) Fees		0.125%
Other Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement¹		%
Net Annual Fund Operating Expenses		%

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Class A shares of the Thrivent Money Market Fund equal in the aggregate to 0.20% of the average daily net assets of the Class A shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Principal Strategies

The Fund tries to produce current income while maintaining liquidity by investing in high quality, short-term money market instruments, including U.S. dollar-denominated commercial paper, bank instruments such as certificates of deposit, U.S. government discount notes, and U.S. Treasury Bills. The Fund’s Adviser looks for prime commercial paper issued by corporations which it believes are financially sound, have strong cash flows and solid capital levels, are leaders in their industry and have experienced management.

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what money market instruments to buy and sell.

The Adviser manages the Fund subject to strict rules established by the Securities and Exchange Commission that are designed so that the Fund may maintain a stable $1.00 share price. Those guidelines generally require the Fund, among other things, to invest only in high quality securities that generally are diversified with respect to issuers, are denominated in U.S. dollars and have short remaining maturities. In addition, the guidelines require the Fund to maintain a dollar-weighted average portfolio maturity of not more than 90 days.

Under the guidelines, at least 95% of the Fund’s total assets must be invested in “first tier” securities. First-tier securities generally must be rated by at least two rating agencies in their highest short-term major rating categories (or one, if only one rating agency has rated the security, or if they have not received a short-term rating, determined by the investment adviser to be of comparable quality). First-tier securities include U.S. Government securities, such as U.S. Treasury bills and securities issued or sponsored by U.S. government agencies. They also may include corporate debt securities,

104

finance company commercial paper and certain obligations of U.S. and foreign banks.

The remainder of the Fund’s assets will be invested in securities rated within the two highest rating categories by any two rating agencies (or one, if only one rating agency has rated the security or, if unrated, determined by the Adviser to be of comparable quality), or kept in cash.

Principal Risks

The Fund is subject to the following principal investment risks.

Credit Risk. Credit risk is the risk that an issuer of a bond held by the Fund, or held by an underlying fund in which the Fund invests, may no longer be able to pay its debt. As a result of such an event, the bond may decline in price and affect the value of the Fund. Credit risk is expected to be low for the Money Market Fund because of its emphasis on high quality, short-term money market securities.

Interest Rate Risk. A weak economy, strong equity markets, or changes by the Federal Reserve to its monetary policies may cause short-term interest rates to decline and affect the value of the Fund.

Loss of Principal. The success of the Fund’s investment strategy depends significantly on the Adviser’s skill in assessing the potential of the securities in which the Fund invests. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods. The bar chart and table include the effects of Fund expenses and assume that you sold your shares at the end of the period. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:

The 7-day yield for the period ended December 31, 2009 for the Fund Class A shares was %. To obtain current yield information, you may contact the Fund at 800-THRIVENT.


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
	1 Year	5 Years	10 Years
Thrivent Money Market Fund	%	%	%

The Fund attempts to maintain a stable net asset value per share of $1.00.

Management

The Fund is managed by Thrivent Asset Management, LLC. William D. Stouten has served as portfolio manager of the Fund since 2003. Prior to this position, he was a research analyst and trader for the Thrivent money market funds since 2001, when he joined Thrivent.

Purchase and Sale of Fund Shares

The minimum initial investment requirement for this Fund is $1,500. The minimum subsequent investment requirement for this Fund is $100. These investment requirements may be different, however, for investors investing in the Fund through a retirement or automatic investment plan.

105

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

106

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Thrivent Aggressive Allocation Fund

TAAAX

Investment Objective

Thrivent Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. (Maturity and duration are defined in the Glossary of Investment Terms on page 129). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		75-100%
Debt Securities		0-25%
Cash and Other Short-Term Instruments		0-5%


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund
Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund
Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Allocation Risk, Non-Diversified Risk, Underlying Fund Risk, Market Risk, Issuer Risk, Volatility Risk (Asset Allocation Funds), Foreign Securities Risk, Real Estate Industry Risk, High Yield Risk, Credit Risk, Interest Rate Risk and Investment Adviser Risk (Asset Allocation Funds). Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

108

Thrivent Moderately Aggressive Allocation Fund

TMAAX

Investment Objective

Thrivent Moderately Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. (Maturity and duration are described in the Glossary of Investment Terms on page 129). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below.


Broad Asset Category		Allocation Range
Equity Securities		55-90%
Debt Securities		10-40%
Cash and Other Short-Term Instruments		0-10%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund


Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

109

Thrivent Moderate Allocation Fund

THMAX

Investment Objective

Thrivent Moderate Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. (Maturity and duration are described in the Glossary of Investment Terms on page 129). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		35-75%
Debt Securities		25-55%
Cash and Other Short-Term Instruments		0-15%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.



Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund


Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

110

Thrivent Moderately Conservative Allocation Fund

TCAAX

Investment Objective

Thrivent Moderately Conservative Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: The first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, debt securities, equity securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on maturity, duration, security type or credit rating for debt securities, or market capitalization, investment style or economic sector for equity securities. (Maturity and duration are described in the Glossary of Investment Terms on page 129). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Debt Securities		35-75%
Equity Securities		25-65%
Cash and Other Short-Term Instruments		0-20%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund


Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

111

Thrivent Real Estate Securities Fund

TREFX

Investment Objective

Thrivent Real Estate Securities Fund seeks to achieve long-term growth of capital and high current income.

Principal Strategies

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Real Estate Industry Risk, Real Estate Investment Trust (REIT) Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Interest Rate Risk (Real Estate Securities Fund) and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Partner Small Cap Growth Fund

TPSAX

Investment Objective

Thrivent Partner Small Cap Growth Fund seeks to achieve long-term growth of capital.

Principal Strategies

Turner Investment Partners, Inc.

Turner Investment Partners, Inc. (“Turner”), the subadviser to the Fund, uses its proprietary quantitative model to rank small cap companies by sector according to the size of the company, earnings growth rates and projections, sales and revenue figures, risk and volatility measures and trading volumes. It then uses fundamental and technical investment research techniques to identify attractive investments. (Quantitative, fundamental and technical investment research techniques are described in the Glossary of Investment Terms on page 129). A poor ranking from Turner’s proprietary model, a downward revision in earnings estimates or company management, or a breakdown in the underlying money flow for a stock may cause Turner to consider selling the security.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Small Cap Risk, Volatility Risk, Foreign Securities Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

112

Thrivent Partner Small Cap Value Fund

AALVX

Investment Objective

Principal Strategies

The Fund seeks to achieve its investment objective by investing primarily in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Fund ordinarily invests in equity securities of small companies that the subadviser believes are undervalued. A company’s securities may be undervalued because the company is temporarily overlooked or out of favor due to general economic conditions, a market decline, or industry conditions or developments affecting the particular company. The subadviser seeks to identify companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. The Fund’s subadviser considers these factors, among others, in choosing companies:

•

low price/earnings, price/book value, or price/cash flow ratios relative to the S&P 500, the company’s peers, or its own historic norm;

•

low stock price relative to a company’s underlying asset values;

•

above-average dividend yield relative to a company’s peers or its own historic norm;

•

a plan to improve the business through restructuring; and

•

a sound balance sheet and other positive financial characteristics.

The subadviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

The subadviser uses fundamental investment research techniques to determine what securities to buy and sell. (Fundamental investment research techniques are described in the Glossary of Investment Terms on page 129).

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Small Cap Risk, Volatility Risk, Foreign Securities Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

113

Thrivent Small Cap Stock Fund

AASMX

Investment Objective

Thrivent Small Cap Stock Fund seeks long-term capital growth by investing primarily in small company common stocks and securities convertible into small company common stocks.

Principal Strategies

The Fund seeks to achieve its investment objective by investing primarily in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative and technical investment research techniques to determine what securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are defined in the Glossary of Investment Terms on page 129). The Adviser looks for small companies that, in its opinion:

•

have an improving fundamental outlook;

•

have capable management; and

•

are financially sound.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Small Cap Risk, Volatility Risk, Foreign Securities Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Mid Cap Growth Fund

LBMGX

Investment Objective

Thrivent Mid Cap Growth Fund seeks long-term growth of capital.

Principal Strategies

The Fund seeks to achieve its investment objective by investing primarily in common stocks. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). The Adviser focuses on companies that have a strong record of earnings growth or show good prospects for growth in sales and earnings and also considers the trends in the market as a whole.

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Mid Cap Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

114

Thrivent Partner Mid Cap Value Fund

TPMAX

Investment Objective

Thrivent Partner Mid Cap Value Fund seeks to achieve long-term capital appreciation.

Principal Strategies

The subadviser’s stock selection reflects a mid cap value style. The Fund ordinarily invests in equity securities of mid cap companies that the subadviser believes are undervalued.

The subadviser uses fundamental research techniques to determine what securities to buy and sell. (Fundamental investment research techniques described in the Glossary of Investment Terms on page 129).

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Mid Cap Risk, Volatility Risk, Foreign Securities Risk, Emerging Markets Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Mid Cap Stock Fund

AASCX

Investment Objective

Thrivent Mid Cap Stock Fund seeks long-term capital growth by investing primarily in common stocks and securities convertible into common stocks of mid-sized companies.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of mid-sized companies. The Adviser focuses mainly on the securities of mid-sized U.S. companies which have market capitalizations similar to those included in widely known indices such as the Russell Midcap^® Index or the S&P MidCap 400 Index. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in mid cap securities from 80% to a lesser amount, we will notify you at least 60 days’ prior to the change.

•

have prospects for growth in their sales and earnings;

•

are in an industry with a good economic outlook;

•

have high-quality management; and

•

have a strong financial position.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Mid Cap Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Partner Worldwide Allocation Fund

TWAAX

Investment Objective

Thrivent Partner Worldwide Allocation Fund seeks long-term capital growth.

Principal Strategies

The Adviser will make asset allocation decisions among the various asset classes and has selected multiple subadvisers to manage each such class, although the Adviser will directly manage the Fund’s assets that are allocated to U.S. securities. The subadvisers invest independently of one another and use their own methodologies, as described below, for selecting assets.

The Fund will generally make the following allocations among the broad asset classes listed below:


International large-cap growth		15-45%
International large-cap value		15-45%
Emerging markets equity		0-30%
International small- and mid-cap equities		0-30%
Emerging markets debt		0-30%
U.S. securities		0-20%

Principal Global Investors, LLC

Principal’s investment focus for the Fund is international large-cap growth equities. Principal’s stock selection reflects a growth style and is based on the belief that superior stock selection and disciplined risk management provide consistent outperformance. Principal focuses on companies with improving and sustainable business fundamentals, rising investor expectations and attractive relative valuation. To maximize stock selection skills as the primary driver of relative performance, Principal leverages technology in its research-driven approach and seeks to neutralize unintended portfolio risks. Principal may sell securities for a variety of reasons, such as to secure gains, limit losses or reposition assets into more promising opportunities.

Mercator Asset Management, LP

Mercator’s investment focus for the Fund is international large-cap value equities. Mercator combines a relative value style with bottom-up stock analysis. The goal of the investment team is to maximize returns on a risk-adjusted basis. Mercator’s approach is to identify attractive, undervalued securities that have good earnings prospects. Using initial screens based on historical data, Mercator uses its proprietary database to identify securities that are inexpensive relative to their respective historical prices, industries and markets. Mercator subjects the most attractive stocks to fundamental investment research techniques, which seek to validate projected financial data and consider company, industry and macro factors. Mercator will consider selling a security when fundamental investment research techniques indicate that the security is less attractive than alternative investments.

Aberdeen Asset Management Investment Services Limited

Aberdeen’s investment focus for the Fund is emerging markets equity. Aberdeen uses a disciplined investment process based on its proprietary research to determine security selection. Aberdeen seeks to identify “quality” companies, based on factors such as strength of management and business, that trade at reasonable valuations, based on factors such as earnings growth and other key financial measurements. Aberdeen makes investments for the long-term, although it may sell a security when it perceives a company’s business direction or growth prospects to have changed or the company’s valuations are no longer attractive.

Victory Capital Management Inc.

Victory’s investment focus for the Fund is international small- and mid-cap equities. Victory aims to produce a portfolio of high quality and exceptionally dynamic companies, with a focus on those operating in industries offering attractive investment opportunities as a result of long-term changes. Victory seeks to find companies with the highest probability of achieving success through industry-leading proprietary products and services, sustainable margins and strong balance sheets.

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Goldman Sachs Asset Management, L.P. (“GSAM”)

GSAM’s investment focus for the Fund is emerging markets debt securities. GSAM uses an even balance of fundamental, quantitative and technical considerations within its investment discipline. GSAM’s country selection decisions rely primarily on fundamental analysis, which provides for a comprehensive understanding of the finances, political events and macroeconomic conditions of a country. GSAM’s security selection process considers a balance of quantitative, technical and fundamental factors, employing proprietary models to form a strategic view for emerging market debt securities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk (Worldwide/International Fund), Emerging Markets Risk, Liquidity Risk, Small Cap Risk, Mid Cap Risk, Credit Risk, Interest Rate Risk, High Yield Risk, Allocation Risk, Multi-Manager Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Partner International Stock Fund

AAITX

Investment Objective

Thrivent Partner International Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of foreign stocks.

Principal Strategies

Principal Global Investors, LLC

Principal’s investment focus for the Fund is international large-cap growth equities. Principal’s stock selection reflects a growth style and is based on the belief that superior stock selection and disciplined risk management provide consistent outperformance. Principal focuses on companies with improving and sustainable business fundamentals, rising investor expectations and attractive relative valuation. To maximize stock selection skills as the primary driver of relative performance, Principal leverages technology in its research-driven approach and seeks to neutralize unintended portfolio risks. Principal may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Mercator Asset Management, LP

undervalued securities that have good earnings prospects. Using initial screens based on historical data, Mercator uses its proprietary database to identify securities which are inexpensive relative to their respective historical prices, industries, and markets. Mercator subjects the most attractive stocks to fundamental investment research techniques, which seek to validate projected financial data and consider company, industry, and macro factors. Mercator will consider selling a security when fundamental investment research techniques indicate that the security is less attractive than alternative investments.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk (Worldwide/International Fund), Emerging Markets Risk, Multi-Manager Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Large Cap Growth Fund

AAAGX

Investment Objective

Thrivent Large Cap Growth Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Principal Strategies

The Fund seeks to achieve its investment objective by investing in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative and technical investment research techniques and focuses on stocks of U.S. companies that it believes have demonstrated and will sustain above-average earnings growth over time, or which are expected to develop rapid sales and earnings growth in the future when compared to the economy and stock market as a whole. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Large Cap Value Fund

AAUTX

Investment Objective

Thrivent Large Cap Value Fund seeks to achieve long-term growth of capital.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/Citigroup Value Index, the Russell 1000^® Value Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Adviser uses fundamental, quantitative and technical investment research techniques and focuses on stocks of U.S. companies that it believes are undervalued in relation to their long-term earnings power or asset value. These stocks typically, but not always, have below average price-to-earnings and price-to-book value ratios. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Large Cap Stock Fund

AALGX

Investment Objective

Thrivent Large Cap Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those in widely known indices such as the S&P 500 Index, the Russell 1000^® Index, or the large company market capitalizations classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Fund seeks to achieve its investment objective by investing primarily in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative and technical investment research techniques to determine what stocks to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Equity Income Plus Fund

TEIAX

Investment Objective

Thrivent Equity Income Plus Fund seeks income plus long-term capital growth.

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine which securities to buy and sell. (Fundamental, quantitative and technical investment techniques are described in the Glossary of Investment Terms on page 129). The Adviser focuses on factors that may vary depending on market conditions, seeking a portfolio of securities that is broadly diversified across economic sectors and industries. The Adviser constructs portfolios using a “top-down” approach that focuses on broad economic trends and a “bottom-up” approach that focuses on company fundamentals, including dividend-payment history, payout ratios and expected growth.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Emerging Markets Risk, Preferred Stock Risk, Real Estate Industry Risk, Real Estate Investment Trust (REIT) Risk, Option Writing Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Balanced Fund

AABFX

Investment Objective

Principal Strategies


	Minimum	Maximum
Common Stocks	35%	75%
Debt Securities	25%	50%
Money Market Instruments	0%	40%

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Credit Risk, Interest Rate Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent High Yield Fund

LBHYX

Investment Objective

Thrivent High Yield Fund seeks high current income and, secondarily, growth of capital.

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). The Adviser focuses on U.S. companies which it believes have or are expected to achieve adequate cash flows or access to capital markets for the payment of principal and interest obligations.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Credit Risk, High Yield Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Interest Rate Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Diversified Income Plus Fund

AAHYX

Investment Objective

Thrivent Diversified Income Plus Fund seeks to maximize income while maintaining prospects for capital appreciation by investing primarily in a diversified portfolio of income-producing securities.

Principal Strategies

As an additional principal strategy, the Fund may invest in equity securities in the real estate industry, including REITs.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Credit Risk, High Yield Risk, Issuer Risk, Volatility Risk, Interest Rate Risk, Foreign Securities Risk, Liquidity Risk, Real Estate Industry Risk, Real Estate Investment Trust (REIT) Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Municipal Bond Fund

AAMBX

Investment Objective

Principal Strategies

The Fund’s Adviser uses fundamental, quantitative and technical investment research techniques to determine what municipal bonds to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). At the time of purchase, the Adviser generally buys investment-grade municipal bonds or unrated bonds it determines to be of comparable quality.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Volatility Risk, Credit Risk, Interest Rate Risk, Tax Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Income Fund

LUBIX

Investment Objective

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what debt obligations to buy and sell. The Adviser may purchase bonds of any maturity and focuses on U.S. companies which it believes are financially sound and have strong cash flow, asset values, and interest or dividend earnings. (Fundamental, quantitative and technical investment research techniques and maturity are described in the Glossary of Investment Terms on page 129).

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Issuer Risk, Volatility Risk, Credit Risk, High Yield Risk, Interest Rate Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Core Bond Fund

AAINX

Investment Objective

Thrivent Core Bond Fund seeks a high level of current income, consistent with capital preservation, by investing primarily in a diversified portfolio of investment-grade bonds.

Principal Strategies

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Interest Rate Risk, Issuer Risk, Volatility Risk, Credit Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Government Bond Fund

Investment Objective

Thrivent Government Bond Fund seeks total return with current income consistent with preservation of capital. The Fund’s investment objective may be changed without shareholder approval.

Principal Strategies

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Interest Rate Risk, Inflation-Linked Security Risk, Sovereign Debt Risk, Government Securities Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Limited Maturity Bond Fund

LBLAX

Investment Objective

Thrivent Limited Maturity Bond Fund seeks a high level of current income consistent with stability of principal.

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, municipal bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit.) The dollar-weighted average effective maturity for the Fund is expected to be less than three years. (Dollar-weighted average effective maturity is defined in the Glossary of Investment Terms on page 129). Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities or preferred stock in at least the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality by the Fund’s Adviser. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such investment grade securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what debt obligations to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129). The investment adviser focuses on U.S. companies that it believes are financially sound and have strong cash flow, asset values and interest or dividend earnings.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 125 through 128: Market Risk, Interest Rate Risk, Issuer Risk, Volatility Risk, Credit Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Money Market Fund

AMMXX

Investment Objective

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what money market instruments to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 129).

Principal Risks

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Glossary of Principal Risks

Allocation Risk. The Fund’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. Therefore, a principal risk of investing in the Fund is that the allocation strategies used and the allocation decisions made will not produce the desired results.

In addition, in the case of the Aggressive Allocation Fund, the Moderately Aggressive Allocation Fund and the Moderate Allocation Fund, underperformance in the equity markets would have a material adverse effect on these Funds’ total returns given their significant allocation to equity securities.

Credit Risk. Credit risk is the risk that an issuer of a bond held by the Fund, or held by an underlying fund in which the Fund invests, may no longer be able to pay its debt. As a result of such an event, the bond may decline in price and affect the value of the Fund. In the case of the Money Market Fund, credit risk is expected to be low because of that Fund’s emphasis on high quality, short-term money market securities.

Foreign Securities Risk (Worldwide/International Fund). Securities of foreign companies in which the Fund invests generally carry more risk than securities of U.S. companies. The economies and financial markets of certain regions—such as Latin America, Asia, Europe and the Mediterranean region—can be highly interdependent and may decline at the same time. Other risks result from the varying stages of economic and political development of foreign countries; the differing regulatory environments, trading days, and accounting standards of foreign markets; and higher transaction costs. The Fund’s investment in any country could be subject to governmental actions such as capital or currency controls, nationalizing a company or industry, expropriating assets, or imposing punitive taxes that would have an adverse effect on security prices and impair the Fund’s ability to repatriate capital or income. The Fund is also subject to the risk that the value of a foreign currency may decline against the U.S. dollar, which would reduce the dollar value of securities denominated in that currency. The overall impact of such a decline of foreign currency can be significant, unpredictable, and long lasting, depending on the currencies represented, how each one appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Under normal conditions, the Fund does not engage in extensive foreign currency hedging programs. Further, exchange rate movements are volatile, and it is not possible to effectively hedge the currency risks of many developing countries. With respect to the Partner Worldwide Allocation Fund, the issuer of non-U.S. sovereign debt in which the Fund invests or the governmental authorities that control the repayment of such debt may be unable or unwilling, for economic reasons or otherwise, to repay the principal or interest when due.

High Yield Risk. High yield securities in which the Fund directly or indirectly invests are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. If the issuer of the security is in default with respect to interest or principal payments, the Fund may lose its investment in that security.

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In addition, in the case of the Balanced Fund, the Income Fund, the Core Bond Fund, the Government Bond Fund and the Limited Maturity Bond Fund, both mortgage-backed and asset-backed securities are sensitive to changes in the repayment patterns of the underlying security. If the principal payment on the underlying asset is repaid faster or slower than the holder of the asset-backed or mortgage-backed security anticipates, the price of the security may fall, particularly if the holder must reinvest the repaid principal at lower rates or must continue to hold the security when interest rates rise. This effect may cause the value of these Funds to decline and reduce the overall return of the Funds.

Interest Rate Risk (Money Market Fund). A weak economy, strong equity markets, or changes by the Federal Reserve to its monetary policies may cause short-term interest rates to decline and affect the value of the Fund.

Interest Rate Risk (Real Estate Securities Fund). Interest rate risk is the risk that security prices (equity or fixed income) decline in value when interest rates rise. This effect of rising interest rates is generally more pronounced for high dividend paying stock than for stocks that pay little or no dividends. This may cause the value of securities to decline during periods of rising interest rates, which would reduce the overall return of the Fund.

Investment Adviser Risk. The Fund is actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser and/or subadviser(s) in assessing the potential of the securities in which the Fund invests. This assessment of issuers held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Investment Adviser Risk (Asset Allocation Funds). The Fund, and the Underlying Funds in which the Fund invests, are actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser in assessing the potential of the securities in which the Fund and the Underlying Funds invest. This assessment of companies held in the Fund and the Underlying Funds may prove incorrect, resulting in losses or poor performance even in rising markets.

Issuer Risk. Issuer risk is the possibility that factors specific to a company, in which the Fund invests either directly or indirectly, will affect the market prices of the company’s securities and therefore the value of the Fund. Some factors affecting the performance of a company include demand for the company’s products or services, the quality of management of the company and brand recognition and loyalty. To the extent that the Fund invests in common stock, common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in and general creditors of, the company.

Liquidity Risk. Liquidity is the ability to sell a security relatively quickly for a price that most closely reflects the actual value of the security. Certain securities (i.e., small-cap stocks, foreign securities and high-yield bonds) often have a less liquid resale market. As a result, the Fund may have difficulty selling or disposing of securities quickly in certain markets or may only be able to sell the holdings at prices substantially less than what the Fund believes they are worth.

Mid Cap Risk. Medium-sized companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to

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have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies.

Non-Diversified Risk. The Fund is not “diversified” within the meaning of the Investment Company Act of 1940. This means the Fund may invest more than 5% of its assets in shares of any single issuer, including an Underlying Fund, and may hold more than 10% of the shares of any single issuer, including an Underlying Fund. A non-diversified fund is generally more susceptible than a diversified fund to the risk that events or developments affecting a particular issuer (such as an Underlying Fund) will significantly affect the Fund’s performance. However, each of the Underlying Funds in which the Fund may invest is diversified.

Real Estate Industry Risk. To the extent the Fund allocates assets (whether by direct investment or investment through another fund) to issuers in the real estate business, the Fund is subject to real estate industry risk. Declines in real estate values, changes in interest rates or economic downturns can have a significant negative effect on issuers in the real estate industry. Other adverse changes could include, but are not limited to, extended vacancies of properties, increased competition, overbuilding and changes in zoning law and government regulations.

The Thrivent Real Estate Securities Fund invests primarily in the real estate industry; therefore, this Fund’s performance will be closely tied to the performance of the real estate markets. For other Funds, the assets of which are exposed to the real estate industry, their performance may be affected by the performance of the real estate markets.

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treatment of its income. By investing in REITs indirectly through a Fund, in addition to bearing a proportionate share of the expenses of the Fund, you will also indirectly bear similar expenses of the REITs in which the Fund invests.

Underlying Fund Risk. The performance of the Fund is dependent, in part, upon the performance of the Underlying Funds in which the Fund invests. As a result, the Fund is subject to the same risks as those faced by the Underlying Funds. Those risks include, among others, market risk, issuer risk, volatility risk, foreign securities risk, real estate industry risk, credit risk, interest rate risk, high yield risk and investment adviser risk.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

With respect to the Partner Small Cap Growth Fund, Mid Cap Growth Fund, Partner Worldwide Allocation Fund, Partner International Stock Fund and Large Cap Growth Fund, growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projections of future earnings or revenues and if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

With respect to the Partner Small Cap Value Fund, Mid Cap Value Fund, Partner Worldwide Allocation Fund, Partner International Stock Fund and Large Cap Value Fund, stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic values or if value stocks are out of favor. The value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced.

With respect to the Balanced Fund, the value of the Fund’s shares may be affect by weak equity markets or changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significant in the short term.

With respect to the High Yield Fund and the Diversified Income Plus Fund, the price of the Fund’s shares may be affected by weak equity markets when issuers of high yield, high risk bonds generally find it difficult to improve their financial condition by replacing debt with equity.

With respect to the High Yield Fund, the Diversified Income Plus Fund, the Municipal Bond Fund, the Income Fund, the Core Bond Fund and the Limited Maturity Bond Fund, bonds may exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of these Funds’ shares may fluctuate significantly in the short term.

With respect to the Municipal Bond Fund, the Fund’s performance may be affected by political and economic conditions at the state, regional or federal level. These may include budgetary problems, decline in the tax base and other factors that may cause rating agencies to downgrade the credit ratings on certain issues.

Volatility Risk (Asset Allocation Funds). Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. From time to time equity investments may fall out of favor as compared to investments in debt securities. Moreover, certain types of equity investments such as investments in small to medium-sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-sized companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

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Glossary of Investment Terms

Dollar-weighted average effective maturity. Measure of the Fund that is determined by calculating the average maturity of each debt security owned by the Fund, weighting each security according to the amount that it represents in the Fund. In addition, for asset-backed and mortgage-backed securities, as well as bonds with required prepayments or redemption rights, the calculation considers the expected prepayments of the underlying securities and/or the present value of a mandatory stream of prepayments.

Duration. A measure of price sensitivity of a bond or bond fund to changes in interest rates. While duration is similar to maturity in that the result is stated in years, it is a better indicator of price sensitivity than maturity since it takes into account the time value of future cash flows generated over the bond’s life. Since duration can be computed for bond funds by using a weighted approach, the approximate effect on a bond fund’s price can be estimated by multiplying the fund’s duration by an expected change in interest rates. For example, if interest rates were to rise by 1%, the net asset value of a bond fund with an average duration of 5 years would be expected to fall 5%.

Fundamental investment research techniques. Research techniques that generally assess a company or security’s value based on a broad examination of financial data, quality of management, business concept and competition.

Maturity. A bond fund has no real maturity, but it does have a dollar-weighted average effective maturity that represents an average of the effective maturities of the underlying bonds, with each bond’s effective maturity “weighted” by the percent of fund assets it represents. For bonds that are most likely to be called before maturity, the effective maturity of a bond is usually the call date.

Quantitative investment research techniques. Research techniques that generally focus on a company’s financial statements and assess a company or security’s value based on appropriate financial ratios that measure revenue, profitability and financial structure.

Technical investment research techniques. Research techniques that generally involve the study of trends and movements in a security’s price, trading volume and other market-related factors in an attempt to discern patterns.

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Management, Organization and Capital Structure

Investment Adviser

Until January 1, 2006, Thrivent Investment Management Inc. (“Thrivent Investment Mgt.”), 625 Fourth Avenue South, Minneapolis, Minnesota 55415, served as investment adviser for each of the Funds existing at that time. On January 1, 2006, Thrivent Asset Mgt., 625 Fourth Avenue South, Minneapolis, Minnesota 55415, a newly formed affiliate of Thrivent Investment Mgt., began serving as investment adviser for each of these Funds. Thrivent Asset Mgt. and Thrivent Financial for Lutherans (“Thrivent Financial”) and its affiliates have been in the investment advisory business since 1986 and managed approximately $ billion in assets as of December 31, 2009, including approximately $ billion in mutual fund assets.

Thrivent Asset Mgt. provides investment research and supervision of the assets for each of the Funds except Thrivent Partner Small Cap Growth Fund, Thrivent Partner Small Cap Value Fund, Thrivent Partner Mid Cap Value Fund, Thrivent Partner Worldwide Allocation Fund and Thrivent Partner International Stock Fund (the “Subadvised Funds”). Thrivent Asset Mgt. may, however, provide investment research and supervision of a portion of the Thrivent Partner Worldwide Allocation Fund, to the extent that this Fund invests in U.S. securities. For the Subadvised Funds, Thrivent Asset Mgt. has entered into a subadvisory agreement with each subadviser and pays each subadviser a portion of the net advisory fee Thrivent Asset Mgt. receives from each applicable Fund. Thrivent Asset Mgt. establishes the overall investment strategy and evaluates, selects and recommends, subject to the approval of the Board of Trustees, one or more subadvisers to manage the investments of each Subadvised Fund. Thrivent Asset Mgt. also allocates assets to the subadvisers, monitors the performance, security holdings, and investment strategies for the subadvisers and, when appropriate, researches any potential new subadvisers for the Funds. Thrivent Asset Mgt. has ultimate responsibility to oversee the subadviser and recommend its hiring, termination and replacement. The Funds’ annual and semiannual reports to shareholders discuss the basis for the Board of Trustees approving any investment adviser agreement or investment subadviser agreement during the most recent six-month period covered by the report.

Thrivent Asset Mgt. and Thrivent Mutual Funds received an exemptive order from the SEC that permits Thrivent Asset Mgt. and the Funds, with the approval of Thrivent Mutual Funds’ Board of Trustees, to retain one or more subadvisers for the Funds, or subsequently change a subadviser, without submitting the respective investment subadvisory agreements, or material amendments to those agreements, to a vote of the shareholders of the applicable Fund. Thrivent Asset Mgt. will notify shareholders of a Fund if there is a new subadviser for that Fund.

Advisory Fees

Each Fund pays an annual investment advisory fee to the Adviser. The Adviser received the following advisory fees during the Fund’s most recent fiscal year, expressed as a percentage of the Fund’s average daily net assets.*


FUND		ADVISORY FEE
Thrivent Aggressive Allocation Fund
Thrivent Moderately Aggressive Allocation Fund
Thrivent Moderate Allocation Fund
Thrivent Moderately Conservative Allocation Fund
Thrivent Real Estate Securities Fund
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
Thrivent Equity Income Plus Fund
Thrivent Balanced Fund
Thrivent High Yield Fund
Thrivent Diversified Income Plus Fund
Thrivent Municipal Bond Fund
Thrivent Income Fund
Thrivent Core Bond Fund
Thrivent Government Bond Fund
Thrivent Limited Maturity Bond Fund
Thrivent Money Market Fund

*Thrivent Asset Mgt. reimbursed certain expenses of some of the Funds. This table does not reflect the effects of any reimbursements. In addition, with respect to the Subadvised Funds, Thrivent Asset Mgt. pays the applicable subadviser(s) a subadvisory fee from the advisory fee it receives from the Subadvised Fund. These subadvisory fees do not constitute an additional fee to you, the shareholder. To learn more about these subadvisory fees, please consult the Statement of Additional Information.

Certain of the Funds have breakpoints, which you can learn more about by consulting the Statement of Additional Information. In addition, the Trust’s annual report (in the case of the Real Estate Securities Fund, the Equity Income Plus Fund and the Diversified Income Plus Fund) and semiannual report (in the case of the other funds) each discuss the basis for the Board of Trustees’ approval of the investment adviser agreement between the Trust and the Adviser.

Portfolio Management

This section provides information about the portfolio management for each of the Funds. The Statement of

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Additional Information for the Funds provides information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of shares of the Funds.

Thrivent Aggressive Allocation Fund, Thrivent Moderately Aggressive Allocation Fund, Thrivent Moderate Allocation Fund and Thrivent Moderately Conservative Allocation Fund

Russell W. Swansen, David C. Francis, CFA and Mark L. Simenstad, CFA have served as portfolio managers of these Funds since their inception in 2005. Mr. Swansen joined Thrivent in 2004 and is the Chief Investment Officer of Thrivent Asset Mgt. and Thrivent Financial and serves as the team leader. Mr. Francis is Vice President of Investment Equities and has been with Thrivent since 2001. Mr. Simenstad is Vice President of Fixed Income Mutual Funds and Separate Accounts and has been with Thrivent since 1999.

Thrivent Real Estate Securities Fund

Reginald L. Pfeifer, CFA has served as portfolio manager of the Fund since its inception in 2005. Mr. Pfeifer has been with Thrivent since 1990 and has served as a portfolio manager since 2003. Previously, he was the Head of Mortgages and Real Estate from 2002 to 2003 and the Head of Fixed Income from 1998 to 2002.

Thrivent Partner Small Cap Growth Fund

Thrivent Asset Mgt. has engaged Turner Investment Partners, Inc. (“Turner”), 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312, to serve as investment subadviser for Thrivent Partner Small Cap Growth Fund.

Turner has been in the investment advisory business since 1990 and, as of December 31, 2009, managed approximately $ billion in assets. Turner uses two different management teams to manage the portfolio: one team to manage the portfolio assets invested in companies that have market capitalizations that fall within the bottom half of the benchmark index, the Russell 2000^® Growth Index (the “microcap portion”), and another team to manage the other portfolio assets (the “other asset portion”). William C. McVail, CFA serves as lead manager of the other asset portion and has been with Turner since 1998. Jason D. Schrotberger, CFA serves as co-manager of the other asset portion and has been with Turner since 2001. Rick Wetmore also serves as co-manager of the other asset portion and has been with Turner since 2002. Frank L. Sustersic, CFA serves as lead manager of the microcap portion and has been with Turner since 1994. Heather F. McMeekin serves as co-manager of the microcap portion and has been with Turner since 2001. William C. McVail, CFA also serves as co-manager of the microcap portion.

Thrivent Partner Small Cap Value Fund

Thrivent Asset Mgt. has engaged T. Rowe Price Associates, Inc. (“T. Rowe Price”), 100 East Pratt Street, Baltimore, Maryland 21202, as investment subadviser for Thrivent Partner Small Cap Value Fund. T. Rowe Price had approximately $ billion under management as of December 31, 2009. Preston Athey, CFA, CIC serves as portfolio manager for the Fund. He is a Vice President and a small company equity portfolio manager with T. Rowe Price and has been managing investments with T. Rowe Price since 1978.

Thrivent Small Cap Stock Fund

David A. Maule, CFA has been the portfolio manager of the Fund since 2007, previously serving as an associate portfolio manager to the Fund since 2004. Prior to his position as associate portfolio manager, he was a senior equity research analyst at Thrivent, where he has been since 1998.

Thrivent Mid Cap Growth Fund

Andrea J. Thomas, CFA has served as portfolio manager of the Fund since 2003 and was an associate portfolio manager of the Fund from 1997 through 2002. She has been with Thrivent since 1993.

Thrivent Partner Mid Cap Value Fund

Thrivent Asset Mgt. has engaged Goldman Sachs Asset Management, L.P. (“GSAM”), 32 Old Slip, New York, New York 10005, as investment subadviser for Thrivent Partner Mid Cap Value Fund. GSAM has been registered as an investment adviser since 1990 and is an affiliate of Goldman, Sachs & Co. As of December 31, 2009, GSAM, including its investment advisory affiliates, had assets under management of approximately $ billion. GSAM uses its Value Team to manage the Fund. Andrew Braun is a co-chief investment officer of the Team, which he has been with since 1997. Sean Gallagher is also a co-chief investment officer of the Team, which he has been with since 2000. Dolores Bamford, CFA is a co-manager and has been with GSAM since 2002. David Berdon is a co-manager and joined the Team in 2001. Scott Carroll, CFA is a co-manager and has been with GSAM since 2002. Sean A. Butkus, CFA is a co-manager and has been with the Team since 2004 and GSAM since 1998. J. Kelly Flynn is a co-manager and has been with GSAM since 2002.

Thrivent Mid Cap Stock Fund

Brian J. Flanagan, CFA has been a portfolio manager of the Fund since 2004. He has been with Thrivent since 1996 and a portfolio manager since 2000.

Thrivent Partner Worldwide Allocation Fund

Thrivent Asset Mgt. has engaged Mercator Asset Management, LP (“Mercator”), 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486; Principal Global Investors, LLC (“Principal”), 801 Grand Avenue, Des Moines, Iowa 50392; Aberdeen Asset Management Investment Services Limited (“Aberdeen”), One Bow Churchyard, London, England EC4M9HH; Victory Capital Management Inc. (“Victory”), 127 Public Square, Cleveland, OH 44114; and Goldman Sachs Asset Management, L.P. (“GSAM”), 32 Old Slip, New York, New York 10005, as investment subadvisers for Thrivent Partner Worldwide Allocation Fund.

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Mercator was founded in 1984 and manages international equity funds for institutional clients, including retirement plans, endowments, and foundations. As of December 31, 2009, Mercator managed approximately $ billion in assets. Mercator has an investment management team that has day-to-day responsibility for managing its portion of the Fund’s assets. James E. Chaney and Peter F. Spano serve as portfolio co-managers for the Mercator portion of the Fund. Mr. Chaney is a General Partner of Mercator and has been with Mercator since 2000. Mr. Spano is a General Partner and a founder of Mercator, which was established in 1984.

Principal is a directly wholly owned subsidiary of Principal Life Insurance Company. Principal and its predecessor firms have subadvised mutual fund assets since 1969. Principal, together with its affiliated asset management companies, had approximately $ billion in assets under management as of December 31, 2009. Principal has an investment management team that has day-to-day responsibility for managing its portion of the Fund’s assets. Steven Larson, CFA and John Pihlblad, CFA serve as portfolio co-managers for the Principal portion of the Fund. Mr. Larson and Mr. Pihlblad have been with Principal since 2001 and 2000 respectively.

Aberdeen is a subsidiary of Aberdeen Asset Management PLC (“Aberdeen PLC”), which was organized in 1983. Aberdeen PLC is the parent company of an asset management group managing approximately $ billion in assets as of December 31, 2009 for a range of pension funds, financial institutions, investment trusts, unit trusts, offshore funds, charities and private clients. Devan Kaloo, Head of Emerging Markets at Aberdeen, is the lead portfolio manager for the Aberdeen portion of the Fund. Prior to his current position, he was, beginning in 2000, a senior investment manager on Aberdeen’s Asian Equity team.

Victory, through predecessor firms, was organized in 1894 and began managing tax-exempt assets in 1912. As of December 31, 2009, Victory managed approximately $ billion in assets. Margaret Lindsay, Chief Investment Officer of International Equity Strategies at Victory, is the lead portfolio manager for the Victory portion of the Fund. Prior to joining Victory in 2006, she was Director of Global Small Cap Equity and head of the non-U.S. small/mid-cap team at Fiduciary Trust International, a subsidiary of Franklin Templeton Investments, for 15 years.

GSAM has been registered as an investment adviser since 1990 and is an affiliate of Goldman, Sachs & Co. As of December 31, 2009, GSAM, including its investment advisory affiliates, had assets under management of approximately $ billion. GSAM uses its Emerging Market Debt and Fundamental Currency team to manage its portion of the Fund. Samuel Finkelstein, Managing Director, is the head of this team and is the lead manager of GSAM’s portion of the Fund. He joined GSAM in 1997 and the team in 2000 as a portfolio manager. Ricardo Penfold, Vice President, joined GSAM in 2000. Prior to joining GSAM, he was Head of Research and Economics in Venezuela for Santander Investments and Banco Santander Central Hispano for four years. Owi Ruivivar, Ph.D, Vice President and Portfolio Manager, joined GSAM in 2002. Prior to joining GSAM, she worked for five years at BNP Paribas where she headed the global emerging market debt strategy. Before joining the finance industry in 1997, she did economics research at the International Monetary Fund and other international development institutions.

David C. Francis, CFA, Vice President of Investments Equities of Thrivent Asset Mgt., serves as lead portfolio manager for the portion of the Fund’s assets allocated to U.S. securities. Mr. Francis has been with the Adviser since 2001.

Thrivent Partner International Stock Fund

Thrivent Asset Mgt. has engaged Mercator Asset Management, LP (“Mercator”), 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486, and Principal Global Investors, LLC (“Principal”), 801 Grand Avenue, Des Moines, Iowa 50392, as investment subadvisers for Thrivent Partner International Stock Fund.

Mercator has served as a subadviser for the Fund since 2004. Mercator was founded in 1984 and manages international equity funds for institutional clients, including retirement plans, endowments, and foundations. As of December 31, 2009, Mercator managed approximately $ billion in assets. Mercator has an investment management team that has day-to-day responsibility for managing its portion of the Fund’s assets. James E. Chaney and Peter F. Spano serve as portfolio co-managers for the Mercator portion of the Fund. Mr. Chaney is a General Partner of Mercator and has been with Mercator since 2000. Mr. Spano is a General Partner and a founder of Mercator, which was established in 1984.

Principal has served as a subadviser for the Fund since February of 2007. Principal is a directly wholly owned subsidiary of Principal Life Insurance Company. Principal and its predecessor firms have subadvised mutual fund assets since 1969. Principal, together with its affiliated asset management companies, had approximately $ billion in assets under management as of December 31, 2009. Principal has an investment management team that has day-to-day responsibility for managing its portion of the Fund’s assets. Steven Larson, CFA and John Pihlblad, CFA serve as portfolio co-managers for the Principal portion of the Fund. Mr. Larson and Mr. Pihlblad have been with Principal since 2001 and 2000 respectively.

Thrivent Large Cap Growth Fund

Scott A. Vergin, CFA has served as portfolio manager of the Fund since 2002. He has been with Thrivent since 1984 and has served as a portfolio manager since 1994.

Thrivent Large Cap Value Fund

Matthew D. Finn, CFA has served as portfolio manager of the Fund since 2004, when he joined Thrivent.

Thrivent Large Cap Stock Fund

Matthew D. Finn, CFA and Scott A. Vergin, CFA have served as portfolio managers of the Fund since 2007. Mr. Finn

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has served as a portfolio manager since 2004, when he joined Thrivent. Mr. Vergin has been with Thrivent since 1984 and has served as a portfolio manager since 1994.

Thrivent Equity Income Plus Fund

David R. Spangler, CFA and Kevin R. Brimmer, FSA have served as portfolio managers of the Fund since its inception in 2008. Mr. Spangler has been with Thrivent since 2002 and has been a portfolio manager since 2007. He was director of Investment Product Management of Thrivent from 2002 to 2006. Mr. Brimmer has been with Thrivent since 1985 and has been a portfolio manager since 2002.

Thrivent Balanced Fund

Gregory R. Anderson, CFA, CPA, Darren Bagwell, CFA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since 2005. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Bagwell has been with Thrivent since 2002 in an investment management capacity and currently is Director of Research. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Thrivent High Yield Fund

Paul J. Ocenasek, CFA has served as portfolio manager of the Fund since 1997. He has been with Thrivent since 1987 and, since 1997, has served as portfolio manager to other Thrivent mutual funds.

Thrivent Diversified Income Plus Fund

Mark L. Simenstad, CFA, David R. Spangler, CFA, Kevin R. Brimmer, FSA and Paul J. Ocenasek, CFA have served as portfolio managers of the Fund since the respective years of 2006, 2007, 2007 and 2004. Mr. Simenstad is Vice President of Fixed Income Mutual Funds and Separate Accounts and has been with Thrivent since 1999. Mr. Spangler has been with Thrivent since 2002 and was director of Investment Product Management from 2002 to 2006. Mr. Brimmer has been with Thrivent since 1985 and has been a portfolio manager since 2002. Mr. Ocenasek has been with Thrivent since 1987 and, since 1997, has served as portfolio manager to other Thrivent mutual funds.

Thrivent Municipal Bond Fund

Janet I. Grangaard, CFA has served as portfolio manager of the Fund since 2002. She has been with Thrivent since 1988 and has served as a portfolio manager since 1994.

Thrivent Income Fund

Stephen D. Lowe, CFA has served as the portfolio manager of the Fund since 2009. He has also been a senior portfolio manager of the high yield portion of Thrivent’s general account since 2005. Prior to this position, Mr. Lowe was, since 2004, a high yield research manager and, since 2002, an associate portfolio manager of the high yield portion of the general account. He has been with Thrivent since 1997.

Thrivent Core Bond Fund

Gregory R. Anderson, CFA, CPA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since the respective years of 2005 and 2002. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Thrivent Government Bond Fund

Michael G. Landreville, CFA has served as portfolio manager of the Fund since its inception in February 2010. He has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Thrivent Limited Maturity Bond Fund

Gregory R. Anderson, CFA, CPA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since the respective years of 2005 and 1999. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Thrivent Money Market Fund

William D. Stouten has served as portfolio manager of the Fund since 2003. Prior to this position, he was a research analyst and trader for the Thrivent money market funds since 2001, when he joined Thrivent.

Personal Securities Investments

Personnel of Thrivent Asset Mgt. and the subadvisers may invest in securities for their own account pursuant to codes of ethics that establish procedures for personal investing and restrict certain transactions. Transactions in securities that may be held by the Funds are permitted, subject to compliance with applicable provisions under the codes of ethics.

Trademarks

“S&P 500^® Index,” “S&P MidCap 400 Index,” “S&P 500 Dividend Aristocrats Index,” “S&P SmallCap 600 Index” and “S&P Supercomposite 1500 Index” are trademarks of The McGraw-Hill Companies, Inc. The Funds contained in this prospectus are not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation regarding the advisability of investing in these Funds.

“Russell 1000^® Growth Index,” “Russell 1000 Value Index,” “Russell 2000 Growth Index,” “Russell 2000 Value Index,” “Russell 2000 Index,” “Russell Midcap Index,” “Russell Midcap Growth Index” and “Russell Midcap Value Index” are trademarks/service marks of the Frank Russell Company and have been licensed for use by Thrivent. Russell^® is a trademark of the Frank Russell Company.

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Shareholder Information

HOW TO CONTACT US

By Telephone:

1-800-847-4836

By Internet:

www.thrivent.com

By Mail (New Applications):

Thrivent Mutual Funds

P.O. Box 219347

Kansas City, Missouri 64121-9347

By Mail (Additional Investments):

Thrivent Mutual Funds

P.O. Box 219334

Kansas City, Missouri 64121-9334

By Mail (Redemptions, Exchanges or Other Requests):

Thrivent Mutual Funds

P.O. Box 219348

Kansas City, Missouri 64121-9348

By Express Mail:

Thrivent Mutual Funds

330 West 9th Street

Kansas City, Missouri 64105

Wire Transfer Instructions:

State Street Corp.

225 Franklin Street

Boston, MA 02101

ABA #011000028

Account #4195-538-6

Credit:

Thrivent Financial Investor Services Inc. as Agent for the benefit of Thrivent Mutual Funds

Further Credit:

[Name of the Fund]

[Shareholder Account Number]

[Shareholder Registration/Name]

Pricing Funds’ Shares

The price of a Fund’s shares is based on the Fund’s net asset value (“NAV”). Each Fund determines the NAV for a particular class of shares once daily at the close of trading on the New York Stock Exchange (“NYSE”), which is normally 4:00 p.m. Eastern time. The Funds do not determine NAV on holidays observed by the NYSE or on any other day when the NYSE is closed. The NYSE is regularly closed on Saturdays and Sundays, New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. The price at which you purchase or redeem shares of the Funds is based on the next calculation of the NAV after the Fund receives your purchase or redemption request.

Thrivent Money Market Fund seeks to maintain a stable $1.00 NAV pursuant to procedures established by the Board of Trustees for the Funds, which utilize the amortized cost method. Valuing securities held by Thrivent Money Market Fund on the basis of amortized cost involves a constant amortization of premium or accretion of discount to maturity, regardless of the impact of fluctuating interest rates on the market value of the security. This method is explained further in the Statement of Additional Information.

Each other Fund determines the NAV for a particular class by dividing the total Fund assets attributable to that class, less all liabilities attributable to such class, by the total number of outstanding shares of that class. To determine the NAV, the other Funds generally value their securities at current market value using readily available market prices. If market prices are not available or if the Adviser determines that they do not accurately reflect fair value for a security, the Board of Trustees has authorized the Adviser to make fair valuation determinations pursuant to policies approved by the Board of Trustees. Fair valuation of a particular security is an inherently subjective process, with no single standard to utilize when determining a security’s fair value. As such, different funds could reasonably arrive at a different fair value price for the same security. In each case where a security is fair valued, consideration is given to the facts and circumstances relevant to the particular situation. This consideration includes a review of various factors set forth in the pricing policies adopted by the Board of Trustees. For any portion of a Fund’s assets that are invested in other mutual funds, the NAV is calculated based upon the NAV of the mutual funds in which the Fund invests, and the prospectuses for those mutual funds explain the circumstances under which they will use fair value pricing and the effects of such a valuation.

Because many foreign markets close before the U.S. markets, significant events may occur between the close of the foreign market and the close of the U.S. markets, when the Fund’s assets are valued, that could have a material impact on the valuation of foreign securities (i.e., available price quotations for these securities may not necessarily reflect the occurrence of the significant event). The Funds, under the supervision of

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the Board of Trustees, evaluate the impact of these significant events and adjust the valuation of foreign securities to reflect the fair value as of the close of the U.S. markets to the extent that the available price quotations do not, in the Adviser‘s opinion, adequately reflect the occurrence of the significant events. For more information about how the Funds discourage abusive trading practices (including those that may attempt to take advantage of significant events, the occurrence of which are not necessarily reflected in available price quotations of foreign securities), please see the section entitled “Abusive Trading Policies and Monitoring Processes” in this Prospectus.

Class A Shares

Thrivent Limited Maturity Bond Fund and Thrivent Money Market Fund are offered without an initial sales charge. The table below shows the sales charges you will pay if you purchase Thrivent Aggressive Allocation Fund, Thrivent Moderately Aggressive Allocation Fund, Thrivent Moderate Allocation Fund, Thrivent Moderately Conservative Allocation Fund, Thrivent Real Estate Securities Fund, Thrivent Partner Small Cap Growth Fund, Thrivent Partner Small Cap Value Fund, Thrivent Small Cap Stock Fund, Thrivent Mid Cap Growth Fund, Thrivent Partner Mid Cap Value Fund, Thrivent Mid Cap Stock Fund, Thrivent Partner Worldwide Allocation Fund, Thrivent Partner International Stock Fund, Thrivent Large Cap Growth Fund, Thrivent Large Cap Value Fund, Thrivent Large Cap Stock Fund, Thrivent Equity Income Plus Fund and Thrivent Balanced Fund.


WHEN YOU INVEST THIS AMOUNT	THIS % IS DEDUCTED FOR SALES CHARGES		WHICH EQUALS THIS % OF YOUR INVESTMENT**
Less than $50,000	5.5%		5.82%
$50,000 and above but less than $100,000	4.5%		4.71%
$100,000 and above but less than $250,000	3.5%		3.63%
$250,000 and above but less than $500,000	2.5%		2.56%
$500,000 and above but less than $1,000,000	2.0%		2.04%
$1,000,000 or more	0%	*	0%	*

* A deferred sales charge of 1% will apply to shares redeemed within one year.

** The actual sales charge that may be paid by the investor may differ slightly from the sales charge shown above due to rounding that occurs in the calculation of the offering price and in the number of shares purchased.

The table below shows the sales charges you will pay if you purchase Thrivent High Yield Fund, Thrivent Diversified Income Plus Fund, Thrivent Municipal Bond Fund, Thrivent Income Fund and Thrivent Core Bond Fund.


WHEN YOU INVEST THIS AMOUNT	THIS % IS DEDUCTED FOR SALES CHARGES		WHICH EQUALS THIS % OF YOUR INVESTMENT**
Less than $50,000	4.5%		4.71%
$50,000 and above but less than $100,000	4.0%		4.17%
$100,000 and above but less than $250,000	3.5%		3.63%
$250,000 and above but less than $500,000	2.5%		2.56%
$500,000 and above but less than $1,000,000	2.0%		2.04%
$1,000,000 or more	0%	*	0%	*

* A deferred sales charge of 1% will apply to shares redeemed within one year.

The table below shows the sales charges you will pay if you purchase Thrivent Government Bond Fund.


WHEN YOU INVEST THIS AMOUNT	THIS % IS DEDUCTED FOR SALES CHARGES		WHICH EQUALS THIS % OF YOUR INVESTMENT**
Less than $50,000	2.00%		2.04%
$50,000 and above but less than $250,000	1.75%		1.78%
$250,000 and above but less than $1,000,000	1.50%		1.52%
$1,000,000 or more	0%	*	0%	*

* A deferred sales charge of 1% will apply to shares redeemed within one year.

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Ways to Eliminate or Reduce the Initial Sales Charges

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Rights of Accumulation: You can combine the value of all shares of any class of Thrivent Mutual Funds (except for shares of Thrivent Limited Maturity Bond Fund and Thrivent Money Market Fund (the “Excluded Shares”)) in any type of account (except a multi-participant employer-sponsored retirement plan or certain corporate and partnership accounts) that you or members of your family who live with you own to the amount of your next Class A share purchase for the purpose of calculating the sales charge. The value of all shares in any multi-participant employer sponsored retirement plan (except for the Excluded Shares) will be accumulated for the purpose of determining the sales charge for shares purchased through that retirement plan. You must notify us at the time of purchase of the other existing accounts, and we may ask you to provide us with account statements of these accounts.

•

Automatic Reinvestments: Shares that you purchase by automatically reinvesting dividends or capital gains distributions from Class A shares of the Funds will not be subject to any initial sales charge.

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Thirteen-month Letter of Intent: If you or members of your family who live with you (“family members”) intend to purchase at least $50,000 or more of Class A shares of one or more of the Funds (except for shares of Thrivent Limited Maturity Bond Fund and Thrivent Money Market Fund (the “Excluded Shares”)) within a 13-month period, you may sign a letter of intent and receive the reduced sales charge on these purchases. The total amount of your intended purchases will determine the sales charge that will apply (the “applicable charge”). Such purchases made within 90 days prior to the execution of the letter of intent (the “90-day purchases”) will be used for purposes of meeting the applicable threshold (e.g., $50,000). In these cases, however, the thirteen-month period will begin on the date of the first 90-day purchase. In addition, a 90-day purchase will not receive the applicable charge.

You may combine the value of all existing shares of any Fund (except for the Excluded Shares) in certain types of accounts that you or family members own for purposes of determining the amount that must be purchased to satisfy your commitment under the letter of intent. Accounts will be valued as of the day before the start date of the thirteen-month period. You must notify us, however, of the other existing accounts, and we may ask that you provide account statements for these other accounts. Please note that shares held in certain types of accounts (e.g., multi-participant, employer-sponsored retirement plans and certain partnership and corporate) are not included for purposes of taking advantage of reduced sales charges offered by a letter of intent.

The Fund will hold a certain portion of your investment in escrow until your commitment is met. If your commitment is not met, a portion of your investment will be redeemed to satisfy the higher sales charge applicable to the amount actually purchased.

•

Reinvestment of Redemption Proceeds/Cash Dividend: Except for certain employer-sponsored retirement plans, if you redeem any or all of your Class A shares of any Fund other than Thrivent Limited Maturity Bond Fund or Thrivent Money Market Fund, or receive cash dividends from one of these Funds, you may reinvest any amount of your redemption or cash dividend in Class A shares of any of the Funds without paying a sales charge. You must make your reinvestment within 90 days after redeeming your Class A shares or receiving your dividend and inform the Fund that you qualify for this discount. Your redemption or receipt of a cash dividend may be a taxable event even if the cash proceeds are later reinvested. Please contact your tax advisor for more information.

•

Surrender, Dividend Withdrawal or Loan: If you request a surrender or dividend withdrawal, or take out a loan, from a life insurance or annuity contract issued by Thrivent Financial or Thrivent Life Insurance Company and direct that the money should be used to purchase Class A shares of a Fund, the sales charge will be waived, provided that you inform the Fund that you qualify for this discount.

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Investment Advisory Program: Shares purchased in connection with a fee-based investment advisory program offered by Thrivent Investment Mgt. will not be subject to any sales charge.

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Purchases by Tax-exempt Organizations: Shares of any Fund are available at one-half of the regular sales charge, if any, if purchased by organizations qualifying for tax-exemption under Sections 501(c)(3) and 501(c)(13) of the Internal Revenue Code. You must notify us, at the time of initial purchase, if you are a tax-exempt organization under either 501(c)(3) or 501(c)(13). In addition, we may require that you provide proof of your tax-exempt status.

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Periodic Waiver or Reduction of Initial Sales Charge: Thrivent Investment Mgt. may, from time to time, waive or reduce the initial sales charge on certain shares offered uniformly to the public for specific time periods as specified in the disclosure documents of the applicable Fund (e.g., prospectus or supplement to the prospectus).

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Certain Retirement Plans: Thrivent Investment Mgt. may waive the sales charge for purchases of shares by certain retirement plan accounts.

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Certain Financial Intermediaries: Thrivent Investment Mgt. may waive the sales charge for shares purchased by certain banks, broker-dealers and other financial institutions, which have entered into an agreement with Thrivent Investment Mgt. or one of its affiliates, on behalf of clients participating in a fund supermarket, wrap program, asset allocation program or other program.

Information on the Funds’ Web Site. Information regarding the ways to eliminate or reduce the initial sales

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charges is also available at www.thrivent.com/investments/shareholder/sales_charges.html, including hyperlinks that facilitate access to the information.

Deferred Sales Charge and Applicable Waivers

If you invest $1,000,000 or more in Class A shares and redeem those shares within one year (the “one-year time period”), a deferred sales charge of 1% will apply to the net asset value of those shares, with the net asset value measured at the time of purchase (or sale, if lower). In order to ensure that you pay the lowest deferred sales charge possible, the Fund will first redeem shares that are not subject to the deferred sales charge and then shares subject to the deferred sales charge. There is no deferred sales charge on exchanges into Class A shares of another Fund. The date of your initial investment will continue to be used as the basis for deferred sales charge calculations when you exchange. If you exchange Class A shares of any other Fund for Class A shares of Thrivent Money Market Fund or Thrivent Limited Maturity Bond Fund, the elapsed time used to measure the one-year time period will stop during the period your investment is in the Class A shares of either the Thrivent Money Market Fund or the Thrivent Limited Maturity Bond Fund. The amount of any deferred sales charge will be paid to Thrivent Investment Mgt., the distributor of the Funds.

No deferred sales charge will apply to the following:

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Increases in the net asset value of shares above the purchase price;

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Shares purchased through reinvestment of dividends and capital gains distributions;

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Shares purchased more than one year prior to redemption;

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Shares redeemed due to the death or disability of a sole individual shareholder (but not for shares held in joint accounts or “family,” ”living” or other trusts) and for mandatory retirement distributions from an IRA or a tax-sheltered custodial account (403(b) plan); or

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Redemptions from certain retirement plans that are taken in substantially equal payments.

Rule 12b-1 Fees

Class A shares have an annual Rule 12b-1 fee for distribution and shareholder servicing activities. The Rule 12b-1 fee is no more than 0.25% each year (0.125% for Thrivent Government Bond Fund, Thrivent Limited Maturity Bond Fund and Thrivent Money Market Fund) of average daily net assets. The Funds pay the Rule 12b-1 fees to Thrivent Investment Mgt. Those fees are paid out of a Fund’s assets attributable to the class of shares on an ongoing basis. As a result, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Buying Shares

Opening an Account

You must open an account for each Fund that you want to purchase. Your Thrivent Investment Mgt. representative is ready to help you open a new account. If you do not know the name of your representative, please call the Thrivent Investment Mgt. Investment Interaction Center (“Interaction Center”) at (800) THRIVENT (847-4836).

How you register your account with the Funds can affect your legal interests as well as the rights and interests of your family and beneficiaries. You should always consult with your legal and/or tax advisor to determine the account registration that best meets your needs. You must clearly identify the type of account you want on your application. If shares are held in the name of certain types of accounts such as a corporation, trust, estate, custodianship, guardianship, partnership or pension and profit sharing plan, additional documentation may be necessary. It will generally not be possible to transfer Fund shares to an account with a broker-dealer other than Thrivent Investment Mgt.

Required Minimum Investments


REGULAR ACCOUNT	FIRST PURCHASE		ADDITIONAL PURCHASES
All Funds except Thrivent Money Market Fund and Thrivent Limited Maturity Bond Fund	$	1,000	$	50
Thrivent Money Market Fund	$	1,500	$	100
Thrivent Limited Maturity Bond Fund	$	2,500	$	100

IRA OR TAX-DEFERRED PLAN
All Funds except Thrivent Money Market Fund and Thrivent Limited Maturity Bond Fund	$	500	$	50
Thrivent Money Market Fund and Thrivent Limited Maturity Bond Fund	$	500	$	100


EMPLOYER SPONSORED QUALIFIED PLANS	NO MINIMUM REQUIREMENT
AUTOMATIC INVESTMENT PLAN	MINIMUM MONTHLY AMOUNT PER FUND ACCOUNT NUMBER
All Funds except Thrivent Money Market Fund and Thrivent Limited Maturity Bond Fund	$	50
Thrivent Money Market Fund and Thrivent Limited Maturity Bond Fund	$	100

Shares of the Funds are issued on days on which the NYSE is open, which generally are weekdays other than national holidays. Your order will be considered received when your check or other payment is received in good order. Good order

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means that your instructions and any required payment have been received in the form required by the Funds, including the name of the Fund, the account number, the amount of the transaction, and all required signatures. Orders received before the close of trading on the NYSE (generally 4:00 pm Eastern time) will be processed at the NAV calculated that day.

The Funds reserve the right to reject any purchase request.

Initial Purchases

You may purchase initial shares through your Registered Representative or in any of the following ways:

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By mail;

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By the Internet; or

•

By wire/ACH transfer.

Initial Purchases by Mail

(See Address under “HOW TO CONTACT US”)

To buy shares of the Funds by mail:

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Complete and submit your new account application for each different account registration. If you do not complete the application properly, your purchase may be delayed or rejected.

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Make your check payable to the Fund you are buying. If more than one Fund, make your check payable to “Thrivent Mutual Funds.”

Initial Purchases by Internet

You may purchase shares of a Fund over the Internet. A User ID and Password or Personal Identification Number (PIN) is required prior to authorizing such transactions. This privilege may not be available on all retirement plan accounts.

Initial Purchases by Wire Transfer

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In order to buy shares of the Funds by wire transfer, your bank must be a member, or have a corresponding relationship with a member, of the Federal Reserve System.

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Complete and submit your new account application for each different account registration. If you do not complete the application properly, your purchase may be delayed or rejected.

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Instruct your bank to wire transfer the funds. (See Wire Transfer Instructions under “HOW TO CONTACT US”)

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Thrivent Mutual Funds and its transfer agent are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire transfer system, or from incomplete wiring instructions.

Initial Purchases by Employer Sponsored Qualified Plans and IRAs or Other Tax-Deferred Plans

For SEPS, SIMPLES and 403(b) plans, while there is no Required Minimum Investment amount for first purchases, we reserve the right to limit purchases to a single Fund until a minimum of $500 is achieved. In addition, the Required Minimum Investment on a first purchase for IRAs or other Tax-Deferred Plans, as disclosed above in “Required Minimum Investments,” may be waived.

Additional Purchases

You may purchase additional shares in any of the following ways:

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By mail;

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By telephone;

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By the Internet;

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By wire/ACH transfer; or

•

Through the Automatic Investment Plan.

Additional Purchases by Mail

(See Address under “HOW TO CONTACT US”)

To make additional purchases by mail, make your check payable to the specific Fund in which you are investing. If more than one Fund, make your check payable to Thrivent Mutual Funds. Please indicate your Fund account number on the face of your check. If you have more than one account, always verify that you are investing in the proper account. This will help ensure the proper handling of the transaction.

Additional Purchases by Telephone

Before you can buy additional shares by telephone, you may be required to select the Request for Telephone Purchase option on the application, or subsequently in writing, and submit additional documents. Once you have requested that this option be set up on your account, you can call the Interaction Center at (800) THRIVENT (847-4836) and the Fund will withdraw money from your bank checking or savings account to make your investment.

The Funds have implemented procedures designed to reasonably ensure that telephone instructions are genuine. These procedures include recording telephone conversations, requesting verification of certain personal information, restricting transmittal of redemption proceeds to pre-authorized account owners and addresses and supplying transaction verification information. Please note, however, that the Funds will not be liable for losses suffered by a shareholder that result from following telephone instructions reasonably believed to be authentic after verification pursuant to these procedures. If an account has multiple owners, the Funds may rely on the instructions of any one account owner. This privilege may not be available on all retirement plan accounts.

Additional Purchases by the Internet

You may purchase additional shares within your Fund accounts over the Internet. A User ID and Password or Personal Identification Number (PIN) is required prior to authorizing transactions on your Fund accounts. This privilege may not be available on all retirement plan accounts.

Additional Purchases by Wire Transfer

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You may make additional purchases in an existing Fund account by wire transfer. In order to buy shares of the Funds by wire transfer, your bank must be a member, or have a corresponding relationship with a member, of the Federal Reserve System. This privilege may not be available on all retirement plan accounts.

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•

Instruct your bank to wire transfer the funds. (See Wire Transfer Instructions under “HOW TO CONTACT US”)

•

Automatic Investment Plans

The Funds offer several automatic investment plans to make periodic investing more convenient. Using the Funds’ automatic investment plans, you may implement a strategy called dollar cost averaging. Dollar cost averaging involves investing a fixed amount of money at regular intervals. When you dollar cost average, you purchase more shares when the price is low and fewer shares when the price is high. Dollar cost averaging does not ensure a profit or protect against a loss during declining markets.

For further information regarding any of the following automatic investment plans, contact your Thrivent Investment Mgt. representative or the Interaction Center at (800) THRIVENT (847-4836).

Automatic Bank Withdrawal Plan

Investors who wish to make regular additional investments in an existing Fund account may do so through the Funds’ Automatic Bank Withdrawal Plan. Under this plan, the Funds will withdraw from an investor’s bank checking or savings account in the amount specified—subject to the Required Minimum Investments—on specified dates. The proceeds will be invested in shares of the specified Fund at the applicable offering price determined on the date of the draw. To use this plan, you must authorize the plan on your application form, or subsequently in writing, and may be required to submit additional documents. This privilege may not be available on all retirement plan accounts.

Automatic Payroll Deduction Savings and Investment Plan

The payroll deduction savings and investment plan allows employees, Social Security recipients, federal employees and military personnel to invest in the Funds through direct deduction from their paychecks or commission checks subject to Required Minimum Investments. For information about how to instruct another institution to send payroll deduction amounts to your mutual fund account, contact the Interaction Center at (800) THRIVENT (847-4836).

Retirement Plans

Individual and employer-sponsored retirement plans may be established with assets invested in Thrivent Mutual Funds. These accounts may offer you tax advantages. You should consult with your attorney and/or tax advisor before you establish a retirement plan. Additional fees may apply to some retirement accounts. In addition, the Thrivent Municipal Bond Fund may not be used for investment in any retirement plan. Please review plan documents and/or custodial account agreements for more information. Your registered representative can provide you with the materials, documents and forms you need for establishing your retirement plan.

Purchase Policies

Your payment must be in U.S. dollars drawn on a U.S. Bank. Thrivent Mutual Funds does not accept cash, starter checks (checks without pre-printed registration), traveler’s checks, credit card courtesy checks or most third-party checks. If you purchase shares by check, electronic funds transfer (other than bank wire) or automatic investment plan and you elect to redeem those shares soon after their purchase, the Funds may postpone paying the redemption proceeds until your payment has cleared, which could take up to 10 days or more from the date of purchase. In addition, you may have to submit additional paperwork to redeem shares for which payment has not yet cleared. Purchasing shares by bank wire would streamline the redemption process in such instances.

The Funds reserve the right to suspend the offering of shares for a period of time and the right to reject any specific purchase of shares.

Redeeming Shares

When a Fund receives your request for redemption in good order, the Fund will redeem all available shares at the next calculation of the Fund’s NAV. A Fund may redeem its shares in-kind (i.e., with portfolio securities of the Fund), subject to applicable regulatory requirements, to a shareholder seeking an in-kind redemption.

The Funds may postpone payment or suspend the right of redemption in unusual circumstances, as permitted by the SEC. If you purchase shares by check, electronic funds transfer (other than bank wire) or automatic investment plan and you elect to redeem those shares soon after their purchase, the Funds may delay paying the redemption proceeds until your payment has cleared, which could take up to 10 days or more from the date of purchase. In addition, you may have to submit additional paperwork to redeem shares for which payment has not yet cleared. Purchasing shares by bank wire would streamline the redemption process in such instances.

If shares are held in the name of certain types of accounts such as a corporation, trust, estate, custodianship, guardianship, partnership or pension and profit sharing plan, additional documentation may be necessary.

Please note that an additional fee may be assessed for a redemption delivered by overnight mail or Saturday delivery. If you request a redemption by wire transfer, a fee of up to $50 may be assessed.

The Funds will mail payment proceeds within seven days following receipt of all required documents. However, mailing may be delayed if the Fund is waiting for your means of purchase to clear.

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You may redeem shares in any of the following ways:

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By mail

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By phone

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By the Internet

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By wire/ACH transfer

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Through the Systematic Withdrawal Plan

Redemptions from certain retirement plan accounts may be subject to additional plan provisions.

Redemptions by Mail

(See Address under “HOW TO CONTACT US”)

Step 1:

Contact your registered representative or our Interaction Center for a redemption form or prepare a written request including the following information:

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Name(s) of the account owner(s);

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Your account number;

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The name of the Fund(s) whose shares are being redeemed; and

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Dollar amount or number of shares you wish to redeem.

You must have a Medallion Signature Guarantee if you want to sell shares with a value of $500,000 or more. A Medallion Signature Guarantee is a stamp provided by a financial institution that verifies your signature. You endorse the certificate on the back and have the signature(s) guaranteed by an eligible guarantor institution such as a commercial bank, trust company, security broker or dealer, credit union, or a savings association participating in the Medallion Signature Guarantee Program. A Medallion Signature Guarantee may be obtained at any national bank or brokerage firm. We may waive the Medallion Signature Guarantee requirement in limited instances.

Step 2:

Mail your redemption request.

Redemptions by Telephone

The privilege to redeem shares by telephone is automatically extended to most shareholder accounts, unless the option is specifically declined on your application. Certain accounts, such as certain retirement plan accounts, are not extended this privilege. If you do not want the telephone redemption option, please call the Interaction Center at (800) THRIVENT (847-4836). By accepting this privilege, you assume some risks for unauthorized transactions.

Telephone redemption checks will be issued to the same payee(s) as the account registration and sent only to the address of record.

Telephone redemptions are not allowed if:

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There has been a change of address in the preceding 30 days

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The request is for more than $100,000

During periods of extreme volume caused by dramatic economic or stock market changes, shareholders may have difficulty reaching the Interaction Center by phone, and a telephone redemption may be difficult to implement at those times.

Redemptions by the Internet

You may redeem shares from your accounts over the Internet. A User ID and Password or Personal Identification Number (PIN) is required prior to authorizing transactions on your accounts. This privilege may not be available on retirement plan accounts.

Internet redemption checks will be issued to the same payee(s) as the account registration and sent only to the address of record.

Internet redemptions are not allowed if:

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There has been a change of address in the preceding 30 days

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The request is for more than $100,000

Redemptions by Wire Transfer

In order to redeem shares by wire transfer, your bank must be a member, or have a corresponding relationship with a member, of the Federal Reserve System. When redeeming shares by wire transfer, the following conditions apply:

•

A fee of up to $50 may be assessed for redemptions by wire.

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If an account has multiple owners, the Fund may rely on the instructions of any one account owner.

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Other restrictions may apply if Thrivent Mutual Funds does not already have information related to your bank account.

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This privilege may not be available on all retirement plan accounts.

Systematic Withdrawal Plan

You can have money automatically withdrawn from your Fund account(s) on a regular basis by using the Systematic Withdrawal Plan. The plan allows you to receive funds or direct payments at regular intervals. The following rules and/or guidelines apply:

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You need a minimum of $5,000 in your account to start the plan.

•

You can select the date(s) on which the money is withdrawn.

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To start the plan, you will, in most cases, be required to complete paperwork.

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To change the payee(s), you must notify the Fund in writing and have all account owner(s) sign the appropriate form, which is available from the Interaction Center.

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Money can be sent by check or electronic funds transfer.

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To stop or change your plan, you must notify Thrivent Mutual Funds 10 days prior to the next withdrawal.

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Because of sales charges, you must consider carefully the costs of frequent investments in and withdrawals from your account.

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This privilege may not be available on all retirement plan accounts.

Thrivent Money Market Fund Checks

You can write checks on your shares of Thrivent Money Market Fund account if you complete a check writing signature card and agreement. You can request checks on your application or

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in writing. The Fund does not charge a fee for supplying your checks. The following rules and/or guidelines apply:

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The checks you write on Thrivent Money Market Fund must be for $500 or more. (Because the Fund is not a bank, some features, such as stop payment, may not be available.)

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The transfer agent may impose reasonable fees for each check that is returned.

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Unless you purchased shares by wire, you must wait up to 10 business days after you purchase Thrivent Money Market Fund shares to write checks against that purchase.

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Unless you redeem via the Internet or phone, you need a written request—not a check—to close Thrivent Money Market Fund account. Your written request will require a Medallion Signature Guarantee to close accounts over $500,000.

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You will earn daily income dividends on Fund shares up to the date they are redeemed.

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This privilege may not be available on all retirement plan accounts.

Exchanging Shares Between Funds

You may exchange some or all of your shares of one Fund for shares of any of the other Funds. You may make exchanges by using the options described in this section or by using the automatic exchange plan, which allows you to make exchanges on a regular basis. If you exchange shares of a Fund for which you have previously paid an initial sales charge for shares of another Fund, you will not be charged an initial sales charge for the exchange. If the shares to be exchanged have not previously paid a sales charge, that portion of the shares acquired through reinvested dividends and capital gains will not be subject to a sales charge.

Shareholders who are eligible to purchase Institutional Class shares may exchange some or all of their Class A shares for Institutional Class shares of any of the Funds. Accounts that qualify for Institutional Class shares will not necessarily be automatically converted. If you become eligible to invest in Institutional Class shares, please contact your Thrivent Investment Mgt. Registered Representative. Accounts in Institutional Class shares that are below the required minimum balance for the Institutional Class may be exchanged into Class A shares by Thrivent Investment Mgt.

All exchanges will be based on the NAV of the shares you are exchanging and acquiring and, in most cases, will be subject to the minimum investment requirements. Except as described above, shares of one class may not be exchanged for shares of another class.

The Funds reserve the right to terminate the exchange privilege of any shareholder who is believed to be engaging in abusive trading activity, as discussed in “Abusive Trading Policy and Monitoring Process.” Further, the Funds reserve the right to modify or terminate the exchange privilege at any time with respect to any Fund, if the Funds’ Trustees determine that continuing the privilege may be detrimental to shareholders. If the exchange policies are materially modified or terminated, the Fund will give you at least 60 days prior notice.

You may obtain an exchange form or receive more information about making exchanges between Funds by contacting your Thrivent Investment Mgt. Registered Representative.

You may exchange funds in any of the following ways:

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By mail;

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By telephone;

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By the Internet; or

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By the Automatic Exchange Plan.

Exchanges by Mail

Prepare and mail a written request including the following information:

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Name(s) of the account owner(s);

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Your Fund(s) and account number(s);

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Dollar or share amount you wish to exchange;

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The name of the Fund(s) and account number(s) you are exchanging into; and

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Signatures of all account owners.

Exchanges by Telephone

The privilege to exchange shares by telephone is automatically extended to all accounts, unless the option is specifically declined on your application. This privilege may not be available on all retirement plan accounts. If you do not want the telephone exchange option, please call the Interaction Center at (800) THRIVENT (847-4836). By accepting this privilege, you assume some risks for unauthorized transactions.

You may exchange shares by calling the Interaction Center at (800) THRIVENT (847-4836). Telephone exchange requests received prior to the close of the NYSE, usually 4:00 p.m. Eastern Time, will receive that day’s price.

During periods of extreme volume caused by dramatic economic or stock market changes, shareholders may have difficulty reaching the Interaction Center by phone, and a telephone exchange may be difficult to implement at those times.

Exchanges by the Internet

You may exchange shares within your Fund accounts over the Internet. A User ID and Password or Personal Identification Number (PIN) is required prior to authorizing transactions on your Fund accounts. This privilege may not be available on certain retirement plan accounts.

Automatic Exchange Plans

You may exchange shares on a regular basis by using the Automatic Exchange Plan. The plan allows you to exchange funds at regular intervals, on dates you select, between the different funds of the Thrivent Mutual Funds. The following guidelines apply:

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Exchanges are permitted between accounts of the same share class and accounts with similar registrations, subject to Required Minimum Investments.

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•

To start the plan, you will, in most cases, be required to complete paperwork.

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To stop or change your plan, you must notify Thrivent Mutual Funds 10 days prior to the next exchange date.

For further instructions on how to start, stop, or make changes to the plan, call the Interaction Center at (800) THRIVENT (847-4836), or notify the Fund in writing.

Transaction Confirmations

Thrivent Investment Mgt. generally mails written confirmation of your transaction within five business days following the date of your transaction. Thrivent Investment Mgt. will mail confirmation of check writing transactions in Thrivent Money Market Fund monthly. Thrivent Investment Mgt. will mail confirmation of your automatic investment plan transactions at least quarterly. You also can check your account activity on www.thrivent.com or by calling the Automated Service Line at (800) 847-4836.

Accounts With Low Balances

Due to the high cost to shareholders of maintaining accounts with low balances, the transfer agent may redeem shares in any account or charge an annual fee of $12 (a “small account fee”) if the value of shares in the account falls to an amount less than certain minimums described previously in the Prospectus under Shareholder Information—Buying Shares—Required Minimum Investments. This redemption of shares or assessment of a small account fee to accounts with the low balances as described above may be waived for certain accounts (e.g., certain retirement plans). Before shares are redeemed to close an account, you will be notified in writing and allowed 60 days to purchase additional shares. If additional shares are not purchased, any such redemption may be at a time that is not favorable to you. Small account fees will be automatically deducted from your account once each year.

Abusive Trading Policies and Monitoring Processes

The Funds discourage short-term or excessive trading and other abusive trading practices. Except as discussed below with respect to automatic investment plans, systematic withdrawal plans, transactions solely in your money market account, or omnibus accounts, the Funds do not accommodate frequent purchases and redemptions of Fund shares by Fund shareholders. Abusive trading by shareholders can disrupt portfolio management, negatively impact fund performance, and increase Fund expenses. The Board of Trustees of the Funds has adopted the policy set forth below to deter abusive trading activity.

Several different tactics are used to reduce the frequency and effect that abusive trading can have on the Funds. The Funds may use a combination of monitoring shareholder activity and restricting shareholder transactions on certain accounts to combat market timers. The Funds’ use of effective fair value pricing procedures also reduces the opportunities for market timers, especially for the Funds with securities that pose more frequent pricing challenges, such as international securities, high yield securities, and other securities whose market prices may not accurately reflect their fair value (see “Pricing Funds’ Shares”). Except as noted below, these policies apply uniformly to all shareholders.

When monitoring shareholder activity, the Funds may consider several factors to evaluate shareholder activity including, but not limited to, the amount and frequency of transactions, the amount of time between purchases and redemptions (including exchanges), trading patterns, and total assets in the Funds that are purchased and redeemed. In making this evaluation, the Funds may consider trading in multiple accounts under common ownership or control.

The Funds may deem the sale of all or a substantial portion of a shareholder’s purchase of shares to be abusive if the sale is made within seven days after purchase. This policy does not apply to automatic investment plans, systematic withdrawal plans, or transactions solely in your money market account, including checkwriting and debit card transactions. The Funds reserve the right, in their sole discretion, to identify other trading practices as abusive.

If a shareholder is believed to be engaging in abusive trading activity, the Funds may request the shareholder to cease such activity, restrict the frequency and number of exchanges allowed on an account, or take other action as the Funds deems necessary to limit or restrict the account privileges to the shareholder. The Funds may also reject or cancel any purchase request, including the purchase side of an exchange, without notice for any reason. If it becomes necessary to cancel a transaction of a shareholder whose account has been restricted, the Funds will promptly reverse the exchange or (if the purchase request is not associated with an exchange) refund the full purchase price to the shareholder.

Although the Funds seek to deter and prevent abusive trading practices, there are no guarantees that all activity can be detected or prevented. Shareholders engaging in abusive trading practices use an evolving variety of strategies to avoid detection and it may not be possible for operational and technological systems to reasonably identify abusive trading. Omnibus accounts like those maintained by brokers and retirement plans aggregate purchases and redemptions for multiple investors whose identities are not known to the Fund, and the Funds do not have access to the individual shareholder account information for those accounts. The Funds monitor aggregate trading activity of the omnibus accounts, and if abusive trading is suspected, the Funds will contact the intermediary associated with the account to discourage shareholders from engaging in abusive trading practices and ask them to impose restrictions on excessive trades. However, the financial intermediaries associated with the omnibus accounts may be limited in their ability to restrict trading practices of their clients.

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Disclosure of Fund Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio securities is available in the Statement of Additional Information for the Funds and at www.thrivent.com.

Standing Allocation Order

Thrivent Aggressive Allocation Fund, Thrivent Moderately Aggressive Allocation Fund, Thrivent Moderate Allocation Fund, and Thrivent Moderately Conservative Allocation Fund (the “Thrivent Asset Allocation Funds”) purchase and redeem shares of the other Funds (the “Underlying Funds”) each business day pursuant to a standing allocation order (the “Allocation Order”). The Allocation Order provides daily instructions for how a purchase or redemption order by a Thrivent Asset Allocation Fund should be allocated among the Underlying Funds. Each day, pursuant to the Allocation Order, a Thrivent Asset Allocation Fund will purchase or redeem shares of the relevant Underlying Funds at the NAV for the Underlying Fund calculated that day. Any modification to the daily instruction provided by the Allocation Order must be before the close of trading on the NYSE.

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Distributions

Dividends

Dividends of the Funds are declared and paid as follows:


—declared daily and paid monthly		Thrivent High Yield Fund Thrivent Municipal Bond Fund Thrivent Income Fund Thrivent Core Bond Fund Thrivent Government Bond Fund Thrivent Limited Maturity Bond Fund Thrivent Money Market Fund

—declared monthly and paid monthly		Thrivent Diversified Income Plus Fund

—declared and paid quarterly		Thrivent Moderate Allocation Fund Thrivent Moderately Conservative Allocation Fund Thrivent Real Estate Securities Fund Thrivent Equity Income Plus Fund Thrivent Balanced Fund

—declared and paid annually		Thrivent Aggressive Allocation Fund Thrivent Moderately Aggressive Allocation Fund Thrivent Partner Small Cap Growth Fund Thrivent Partner Small Cap Value Fund Thrivent Small Cap Stock Fund Thrivent Mid Cap Growth Fund Thrivent Partner Mid Cap Value Fund Thrivent Mid Cap Stock Fund Thrivent Partner Worldwide Allocation Fund Thrivent Partner International Stock Fund Thrivent Large Cap Growth Fund Thrivent Large Cap Value Fund Thrivent Large Cap Stock Fund

Income dividends are derived from investment income, including dividends, interest, and certain foreign currency gains received by the Fund.

Capital Gains

Capital gains distributions, if any, usually will be declared and paid in December for the prior twelve-month period ending October 31.

Distribution Options

When completing your application, you must select one of the following options for dividends and capital gains distributions:

•

Full Reinvestment. Distributions from a Fund will be reinvested in additional shares of the same class of that Fund. This option will be selected automatically unless one of the other options is specified.

•

Full Reinvestment in a Different Fund. You may also choose to have your distributions reinvested into an existing account of the same class of another Fund within the Thrivent Mutual Funds.

•

Part Cash and Part Reinvestment. You may request to have part of your distributions paid in cash and part of your distributions reinvested in additional shares of the same class of the Fund.

•

All Cash. Distributions will be paid in cash. You may choose to send your distributions directly to your bank account or request to have a check sent to you. Your request to receive all or a portion of your distributions in cash must be received at least 10 days before the record date of the dividend or other distribution.

The Funds reserve the right to automatically reinvest any distributions into your account that are less than $10.

Distributions paid in shares will be credited to your account at the next determined NAV per share.

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Taxes

General

The Funds intend to make distributions that may be taxed as ordinary income or capital gains. In general, any net investment income and short-term capital gain distributions you receive from a Fund are taxable as ordinary income. To the extent a Fund receives and distributes qualified dividend income, you may be eligible for a tax rate lower than that on other ordinary income distributions. Distributions of other net capital gains by the Fund are generally taxable as capital gains—in most cases, at different rates from those that apply to ordinary income. In addition, there is a possibility that some of the distributions of Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund may be classified as return of capital.

The tax you pay on a given capital gains distribution generally depends on how long a Fund has held the Fund securities it sold. It does not depend on how long you have owned your Fund shares or whether you reinvest your distributions or take them in cash.

Every year, the Funds will send you a statement detailing the tax status of all your distributions for the previous year. The tax statement for all Funds except Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund will be mailed in January. The REIT investments of Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund do not provide complete tax information until after the calendar year-end. Consequently, Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund expect to send your tax statement in late February.

The sale of shares in your account may produce a gain or loss, and is a taxable event. For tax purposes, an exchange between Funds is the same as a sale. You will not be required to pay federal income tax on exchanges of Class A shares of a Fund for Institutional Class Shares of the same Fund.

Your investment in the Funds could have additional tax consequences. For example, investing in a Fund through a retirement plan could have special tax consequences. Please review plan documents and/or custodial account agreements for additional information. In addition, please consult your tax professional for assistance regarding these potential tax consequences.

By law, the Funds must withhold 28% of your distributions and proceeds as a prepayment of federal income tax if you have not provided complete, correct taxpayer information. In addition, to the extent that a Fund invests less than 50% of its total assets in municipal bonds (e.g., Thrivent Government Bond Fund and Thrivent Limited Maturity Bond Fund), income generated from those bonds and distributed to Fund shareholders would generally be subject to federal income tax.

Thrivent Partner Worldwide Allocation Fund and Thrivent Partner International Stock Fund

Foreign investments pose special tax issues for these Funds and their shareholders. For example, certain gains and losses from currency fluctuations may be taxable as ordinary income. Also, certain foreign countries withhold taxes on some interest and dividends that otherwise would be payable to these Funds. If the amount withheld is material, these Funds may elect to pass through a credit to shareholders.

Thrivent Municipal Bond Fund

You will not be required to pay federal income tax on dividends of Thrivent Municipal Bond Fund that represent interest that the Fund earns on tax-exempt securities. The Fund may, however, invest a portion of its assets in securities that generate income that is not exempt from federal income tax or securities that are subject to the alternative minimum tax. In addition, income of the Fund that is exempt from federal income tax may be subject to state and local income tax. Any capital gains distributed by Thrivent Municipal Bond Fund will be subject to federal and state taxes.

145

Other Securities and Investment Practices

The principal investment strategies and risk factors of each Fund are outlined beginning on page 2. This section provides additional information about some of the securities and other practices in which certain Funds may engage, along with their associated risks. Each of the additional strategies in this section are non-principal strategies. The Thrivent Asset Allocation Funds may not invest in these other strategies or engage in these other practices except to the extent permitted by rule or order of the SEC.

Repurchase agreements: Each of the Funds may buy securities with the understanding that the seller will buy them back with interest at a later date. If the seller is unable to honor its commitment to repurchase the securities, the Fund could lose money.

When-issued securities: Each Fund may invest in securities prior to their date of issue. These securities could fall in value by the time they are actually issued, which may be any time from a few days to over a year. In addition, no income will be earned on these securities until they are actually delivered.

Exchange Traded Funds (ETFs). Each of the Funds except Thrivent Money Market Fund may invest in ETFs. ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed fund of securities designed to track a particular market index. Each Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees which increase their costs.

Real Estate Investment Trusts (REITs): Each of the Funds except the Thrivent Money Market Fund may invest in REITs. REITs generally can be divided into three types: equity REITs, mortgage REITs and hybrid REITs (which combine the characteristics of equity REITs and mortgage REITs). Equity REITs will be affected by changes in the values of and incomes from the properties they own, while mortgage REITs may be affected by the credit quality of the mortgage loans they hold. All types of REITs may be affected by changes in interest rates. REITs are subject to other risks as well, including the fact that REITs are dependent on specialized management skills which may affect their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to the risks associated with obtaining financing for real property. A REIT can pass its income through to shareholders or unitholders without any tax at the entity level if it complies with various requirements under the Internal Revenue Code. There is the risk that a REIT held by a Fund will fail to qualify for this tax-free pass-through treatment of its income. By investing in REITs indirectly through a Fund, in addition to bearing a proportionate share of the expenses of the Fund, you will also indirectly bear similar expenses of the REITs in which the Fund invests.

Zero coupons: Each of the Funds may invest in zero coupon securities. A zero coupon security is a debt security that is purchased and traded at discount to its face value because it pays no interest for some or all of its life. Interest, however, is reported as income to the Fund that has purchased the security and the Fund is required to distribute to shareholders an amount equal to the amount reported. Those distributions may require the Fund to liquidate Fund securities at a disadvantageous time.

Foreign securities: Each of the Funds may invest in foreign securities. Foreign securities are generally more volatile than their domestic counterparts, in part because of higher political and economic risks, lack of reliable information and fluctuations in currency exchange rates. These risks are usually higher in less developed countries. Each of the Funds except Thrivent Money Market Fund may use foreign currencies and related instruments to hedge its foreign investments.

In addition, foreign securities may be more difficult to resell than comparable U.S. securities because the markets for foreign securities are less efficient. Even where a foreign security increases in price in its local currency, the appreciation may be diluted by the negative effect of exchange rates when the security’s value is converted to U.S. dollars. Foreign withholding taxes also may apply and errors and delays may occur in the settlement process for foreign securities.

International exposure: Each of the Funds may have some international exposure (including emerging markets) in their investments. Many U.S. companies in which these Funds may invest generate significant revenues and earnings from abroad. As a result, these companies and the prices of their securities may be affected by weaknesses in global and regional economies and the relative value of foreign currencies to the U.S. dollar. These factors, taken as a whole, could adversely affect the price of Fund shares.

Foreign Currency Transactions: The Thrivent Partner Worldwide Allocation Fund and the Thrivent Partner International Stock Fund may conduct foreign currency exchange transactions, normally either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward contracts to purchase or sell foreign currencies. These Funds will generally not enter into a forward contract with a term greater than one year.

Under unusual circumstances, these Funds may commit a substantial portion of their portfolios to the consummation of these contracts. Although forward contracts will be used primarily to protect these Funds from adverse currency movements, they also involve the risk that anticipated

146

currency movements will not be accurately predicted, and each Fund’s total returns could be adversely affected as a result.

There are some markets where it is not possible to engage in effective foreign currency hedging. This is generally true, for example, for the currencies of various emerging markets where the foreign exchange markets are not sufficiently developed to permit hedging activity to take place.

Restricted and illiquid securities: Each of the Funds may invest to a limited extent in restricted or illiquid securities. Any securities that are thinly traded or whose resale is restricted can be difficult to sell at a desired time and price. Some of these securities are new and complex, and trade only among institutions. The markets for these securities are still developing and may not function as efficiently as established markets. Owning a large percentage of restricted or illiquid securities could hamper a Fund’s ability to raise cash to meet redemptions. Also, because there may not be an established market price for these securities, the Fund may have to estimate their value, which means that their valuation (and, to a much smaller extent, the valuation of the Fund) may have a subjective element.

Securities lending: Each of the Funds except Thrivent Money Market Fund may seek additional income by lending Fund securities to qualified institutions. By reinvesting any cash collateral it receives in these transactions, a Fund could realize additional gains or losses. If the borrower fails to return the securities and the invested collateral has declined in value, the Fund could lose money.

Derivatives: Each of the Funds except Thrivent Money Market Fund may invest in derivatives. Derivatives, a category that includes options, futures, swaps and hybrid instruments, are financial instruments whose value derives from another security, an index or a currency. Each Fund may use derivatives for hedging (attempting to offset a potential loss in one position by establishing an interest in an opposite position). This includes the use of currency-based derivatives for hedging its positions in foreign securities. Each Fund may also use derivatives for speculation (investing for potential income or capital gain).

While hedging can guard against potential risks, it adds to the fund’s expenses and can eliminate some opportunities for gains. There is also a risk that a derivative intended as a hedge may not perform as expected.

The main risk with derivatives is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative.

With some derivatives, whether used for hedging or speculation, there is also the risk that the counterparty may fail to honor its contract terms, causing a loss for the Fund. In addition, suitable derivative investments for hedging or speculative purposes may not be available.

Hybrid instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, or securities index. Such securities may bear interest or pay dividends at below market or even relatively nominal rates. Under certain conditions, the redemption value of a hybrid could be zero.

Mortgage-backed and asset-backed securities: Each of the Funds may invest in mortgage-backed and asset-backed securities. Mortgage-backed securities are securities that are backed by pools of mortgages and which pay income based on the payments of principal and income they receive from the underlying mortgages. Asset-backed securities are similar but are backed by other assets, such as pools of consumer loans. Both are sensitive to interest rate changes as well as to changes in the repayment patterns of the underlying securities. If the principal payment on the underlying asset is repaid faster or slower than the holder of the mortgage-backed or asset-backed security anticipates, the price of the security may fall, especially if the holder must reinvest the repaid principal at lower rates or must continue to hold the securities when interest rates rise.

High yield bonds: Each of the Funds except Thrivent Money Market Fund may invest in high yield bonds including defaulted high yield securities. Thrivent Municipal Bond Fund limits its investment in high yield bonds to no more than 5% of its net assets. High yield bonds are debt securities rated below BBB by S&P or Baa by Moody’s or unrated securities deemed to be of comparable quality by the Adviser. To the extent that a Fund invests in high yield bonds, it takes on the following risks:

•

The risk of a bond’s issuer defaulting on principal or interest payments is greater than on higher quality bonds.

•

Issuers of high yield bonds are less secure financially and are more likely to be hurt by interest rate increases and declines in the health of the issuer or the economy.

Government bonds and municipal bonds: Each of the Funds may invest in government bonds and municipal bonds. As a result, the Fund’s performance may be affected by political and economic conditions at the state, regional or Federal level. These may include budgetary problems, declines in the tax base and other factors that may cause rating agencies to downgrade the credit ratings on certain issues.

Securities ratings: When fixed-income securities are rated by one or more independent rating agencies, a Fund uses these ratings to determine bond quality. Investment grade bonds are those that are rated within or above the BBB major rating category by S&P or the Baa major rating category by Moody’s, or unrated but considered of equivalent quality by the Fund’s adviser. High-yield bonds are below investment grade bonds in terms of quality.

In cases where a bond is rated in conflicting categories by different rating agencies, a Fund (other than Thrivent Money Market Fund) may choose to follow the higher rating. If a bond is unrated, the Fund may assign it to a given category based on its own credit research. If a rating agency downgrades a security, the Fund will determine whether to hold or sell the security, depending on all of the facts and circumstances at that time.

147

Short-term trading: The investment strategy for each Fund at times may include short-term trading. While a Fund ordinarily does not trade securities for short-term profits, it will sell any security at any time it believes best, which may result in short-term trading. Short-term trading can increase a Fund’s transaction costs and may increase your tax liability.

Initial public offerings: Each of the Funds may purchase securities in initial public offerings (IPOs) of securities. IPOs issued by unseasoned companies with little or no operating history are risky and their prices are highly volatile, but they can result in very large gains in their initial trading. Thus, when the Fund’s size is smaller, any gains from IPOs will have an exaggerated impact on the Fund’s reported performance than when the Fund is larger. Attractive IPOs are often oversubscribed and may not be available to the Fund, or only in very limited quantities. There can be no assurance that a Fund will have favorable IPO investment opportunities.

Defensive investing: In response to market, economic, political or other conditions, each Fund may invest without limitation in cash, preferred stocks, or investment-grade debt securities for temporary defensive purposes. If the Fund does this, different factors could affect the Fund’s performance and it may not achieve its investment objective.

Unusual opportunities. Each of the Funds may purchase some securities that do not meet its normal investment criteria when the investment adviser or subadviser perceives an unusual opportunity for gain, which could include a variety of factors, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities. If the anticipated gains do not materialize, the Fund could lose money from such an investment.

Investing-in-Funds Risk. The Thrivent Asset Allocation Funds allocate their assets, in part, among certain of the other Funds (“Underlying Funds”). From time to time, one or more of the Underlying Funds may experience relatively large investments or redemptions due to reallocations or rebalancings by the Thrivent Asset Allocation Funds or other investors. These transactions may affect the Underlying Funds since Underlying Funds that experience redemptions as a result of reallocations or rebalancings may have to sell Fund securities and since Underlying Funds that receive additional cash will have to invest such cash. These effects may be particularly important when one or more of the Thrivent Asset Allocation Funds owns a substantial portion of any Underlying Fund. While it is impossible to predict the overall impact of these transactions over time, the performance of an Underlying Fund may be adversely affected if the Underlying Fund is required to sell securities or invest cash at inopportune times. These transactions could also increase transaction costs and accelerate the realization of taxable income if sales of securities resulted in gains. Because the Thrivent Asset Allocation Funds may own substantial portions of some Underlying Funds, a redemption or reallocation by a Thrivent Asset Allocation Fund away from an Underlying Fund could cause the Underlying Fund’s expenses to increase. As an investor in an Underlying Fund, a Thrivent Asset Allocation Fund will bear its ratable share of the Underlying Fund’s expenses, in addition to the expenses of the Thrivent Asset Allocation Fund with respect to the assets so invested.

Financial Highlights

The financial highlights tables for each of the Funds are intended to help you understand the Funds’ financial performance for the past five complete fiscal years or, if shorter, the period of the Funds’ operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reports, along with the Funds’ financial statements, are included in the Annual Reports to Shareholders for the fiscal year ended October 31, 2009 (for all funds except Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund) and December 31, 2009 (for Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund), which are available upon request. The financial highlights should be read in conjunction with the financial statements and notes thereto. The tables do not show the effect of a sales charge for any of the Funds.

148

Thrivent Mutual Funds

By Telephone:

800-847-4836

By Internet:

www.thrivent.com

By Mail (New Applications):

Thrivent Mutual Funds

PO Box 219347

Kansas City, Missouri 64121-9347

By Mail (Additional Investments):

Thrivent Mutual Funds

PO Box 219334

Kansas City, Missouri 64121-9334

By Mail (Redemptions, Exchanges or Other Requests):

Thrivent Mutual Funds

PO Box 219348

Kansas City, Missouri 64121-9348

By Express Mail:

Thrivent Mutual Funds

330 West 9th Street

Kansas City, Missouri 64105

The Statement of Additional Information, which is incorporated by reference into this Prospectus, contains additional information about the Funds. Additional information about the Funds’ investments is available in the Funds’ annual and semiannual reports to shareholders. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the performance of each of the Funds during its last fiscal year. You may request a free copy of the Statement of Additional Information, the annual report or the semiannual report, or you may make additional requests or inquiries by calling 800-847-4836. The Statement of Additional Information, the annual report and the semiannual report are also available, free of charge, at www.thrivent.com. You also may review and copy information about the Funds (including the Statement of Additional Information) at the Public Reference Room of the Securities and Exchange Commission in Washington, DC. You may get more information about the Public Reference Room by calling 202-551-8090. You also may get information about the Funds on the EDGAR data base at the SEC website (www.sec.gov), and copies of the information may be obtained upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-1520, or by sending an email to: publicinfo@sec.gov.

1940 Act File No. 811-5075

LOGO

32001PR R2-10

Thrivent Mutual Funds

Prospectus

Institutional Class Shares

February 26, 2010

LOGO


Thrivent Aggressive Allocation Fund	TAAIX	Thrivent Large Cap Growth Fund	THLCX
Thrivent Moderately Aggressive Allocation Fund	TMAFX	Thrivent Large Cap Value Fund	TLVIX
Thrivent Moderate Allocation Fund	TMAIX	Thrivent Large Cap Stock Fund	IILGX
Thrivent Moderately Conservative Allocation Fund	TCAIX	Thrivent Equity Income Plus Fund	TEIIX
Thrivent Real Estate Securities Fund	TREIX	Thrivent Balanced Fund	IBBFX
Thrivent Partner Small Cap Growth Fund	TPGIX	Thrivent High Yield Fund	LBHIX
Thrivent Partner Small Cap Value Fund	TPSIX	Thrivent Diversified Income Plus Fund	THYFX
Thrivent Small Cap Stock Fund	TSCSX	Thrivent Municipal Bond Fund	TMBIX
Thrivent Mid Cap Growth Fund	LBMIX	Thrivent Income Fund	LBIIX
Thrivent Partner Mid Cap Value Fund	TPMIX	Thrivent Core Bond Fund	IIINX
Thrivent Mid Cap Stock Fund	TMSIX	Thrivent Government Bond Fund
Thrivent Partner Worldwide Allocation Fund	TWAIX	Thrivent Limited Maturity Bond Fund	THLIX
Thrivent Partner International Stock Fund	TISFX	Thrivent Money Market Fund	AALXX

22039PR R2-10

Thrivent.com

Table of Contents


		PAGE

Summary Section
Thrivent Aggressive Allocation Fund		4
Thrivent Moderately Aggressive Allocation Fund		8
Thrivent Moderate Allocation Fund		12
Thrivent Moderately Conservative Allocation Fund		16
Thrivent Real Estate Securities Fund		20
Thrivent Partner Small Cap Growth Fund		24
Thrivent Partner Small Cap Value Fund		28
Thrivent Small Cap Stock Fund		32
Thrivent Mid Cap Growth Fund		36
Thrivent Partner Mid Cap Value Fund		40
Thrivent Mid Cap Stock Fund		44
Thrivent Partner Worldwide Allocation Fund		48
Thrivent Partner International Stock Fund		52
Thrivent Large Cap Growth Fund		56
Thrivent Large Cap Value Fund		60
Thrivent Large Cap Stock Fund		64
Thrivent Equity Income Plus Fund		68
Thrivent Balanced Fund		72
Thrivent High Yield Fund		76
Thrivent Diversified Income Plus Fund		80
Thrivent Municipal Bond Fund		84
Thrivent Income Fund		88
Thrivent Core Bond Fund		92
Thrivent Government Bond Fund		96
Thrivent Limited Maturity Bond Fund		100
Thrivent Money Market Fund		104

More about Investment Strategies and Risks
Thrivent Aggressive Allocation Fund		106
Thrivent Moderately Aggressive Allocation Fund		107
Thrivent Moderate Allocation Fund		108
Thrivent Moderately Conservative Allocation Fund		109
Thrivent Real Estate Securities Fund		110
Thrivent Partner Small Cap Growth Fund		110
Thrivent Partner Small Cap Value Fund		111
Thrivent Small Cap Stock Fund		112
Thrivent Mid Cap Growth Fund		112
Thrivent Partner Mid Cap Value Fund		113
Thrivent Mid Cap Stock Fund		113
Thrivent Partner Worldwide Allocation Fund		114
Thrivent Partner International Stock Fund		115
Thrivent Large Cap Growth Fund		116
Thrivent Large Cap Value Fund		116
Thrivent Large Cap Stock Fund		117
Thrivent Equity Income Plus Fund		117

Table of Contents


		PAGE
Thrivent Balanced Fund		118
Thrivent High Yield Fund		118
Thrivent Diversified Income Plus Fund		119
Thrivent Municipal Bond Fund		119
Thrivent Income Fund		120
Thrivent Core Bond Fund		120
Thrivent Government Bond Fund		121
Thrivent Limited Maturity Bond Fund		121
Thrivent Money Market Fund		122
Glossary of Principal Risks		123
Glossary of Investment Terms		128

Management, Organization and Capital Structure		129
Investment Adviser		129
Advisory Fees		129
Portfolio Management		130
Personal Securities Investments		132
Trademarks		132

Shareholder Information		133
Pricing Funds’ Shares		133
Institutional Class Shares		134
Buying Shares		134
Redeeming Shares		136
Exchanging Shares Between Funds		137
Transaction Confirmations		138
Accounts With Low Balances		138
Abusive Trading Policies and Monitoring Processes		138
Disclosure of Fund Holdings		139
Standing Allocation Order		139

Distributions		140
Dividends		140
Capital Gains		140
Distribution Options		140

Taxes		141

Other Securities and Investment Practices		142

Financial Highlights		145

Thrivent Aggressive Allocation Fund

TAAIX

Investment Objective

Thrivent Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Because the Fund invests, in part, in Underlying Funds, there are two layers of fees and expenses associated with an investment in the Fund that you will bear: (1) the fees and expenses directly incurred by the Fund itself, and (2) the fees and expenses associated with the Fund’s investments in the Underlying Funds. The table also reflects a 20% allocation to direct investments, although the actual allocation may vary over time.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees¹		0.27%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses²		%

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Aggressive Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 0.90% of the average daily net asset of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses (and the operating expenses of the Underlying Funds) remain the same. The figures include the indirect expenses incurred by the Fund in investing in the Underlying Funds. Although your actual cost may be higher or lower, based on the foregoing assumptions your cost would be:


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		75-100%
Debt Securities		0-25%
Cash and Other Short-Term Instruments		0-5%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performances among asset categories. Thrivent Asset Management, LLC, the Fund’s investment adviser (“Thrivent Asset Mgt.” or the “Adviser”), will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for a one-year period and since inception of the Institutional Class shares compared to broad-based securities market indices. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Aggressive Allocation Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

TheBarclays Capital Aggregate Bond Index is an index that measures the performance of U.S. investment grade bonds. The performance of the Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

The minimum initial investment requirement for this Fund is $50,000, so long as the institutional investor is also initially investing, in the aggregate, $500,000 in Thrivent Mutual Funds. If the investor were a congregation, the minimum initial investment requirement would instead be $25,000, so long as it were also investing initially, in the aggregate, $250,000 in Thrivent Mutual Funds. The investor may combine its purchases of Class A and Institutional Class shares of the Funds to meet these investment requirements. There is no minimum subsequent investment requirement for this Fund, provided that these initial minimum investment requirements are maintained.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Moderately Aggressive Allocation Fund

TMAFX

Investment Objective

Thrivent Moderately Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees¹		0.25%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses²		%

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Moderately Aggressive Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 0.81% of the average daily net asset of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		55-90%
Debt Securities		10-40%
Cash and Other Short-Term Instruments		0-10%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.

The names of the Underlying Funds which are currently available for investment by the Fund are also shown in the list below. The list is provided for information purposes only. The Adviser may change the Underlying Funds without shareholder approval or advance notice to shareholders. Additional information about the Underlying Funds is contained elsewhere in this Prospectus.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. From time to time equity investments may fall out of favor as compared to investments in debt securities. Moreover, certain types of equity investments such as investments in small to medium- sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-size companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for a one-year period and since inception of the Institutional Class shares compared to broad-based securities market indices. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Moderately Aggressive Allocation Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Moderate Allocation Fund

TMAIX

Investment Objective

Thrivent Moderate Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)										None
Maximum Deferred Sales Charge (Load)										None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees¹										0.24%
Distribution and Service (12b-1) Fees										None
Other Expenses										%
Acquired Fund (Underlying Fund) Fees and Expenses										%
Total Annual Fund Operating Expenses²										%

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Moderate Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 0.74% of the average daily net asset of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		35-75%
Debt Securities		25-55%
Cash and Other Short-Term Instruments		0-15%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. From time to time equity investments may fall out of favor as compared to investments in debt securities. Moreover, certain types of equity investments such as investments in small to medium- sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-size companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for a one-year period and since inception of the Institutional Class shares compared to broad-based securities market indices. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Moderate Allocation Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Moderately Conservative Allocation Fund

TCAIX

Investment Objective

Thrivent Moderately Conservative Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Fees And Expenses


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees¹		0.24%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses²		%

Management Fees are calculated by multiplying the applicable advisory fee on direct investments (0.45%) by the percentage of assets allocated to direct investments (20%) and adding such amount to the applicable advisory fee on all assets (0.14%), which includes both direct investments and Underlying Funds.

The Adviser has contractually agreed, through at least May 15, 2011, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Moderately Conservative Allocation Fund in order to limit Total Annual Fund Operating Expenses to an annual rate of 0.72% of the average daily net asset of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: The first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, debt securities, equity securities, and cash. The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on maturity, duration, security type or credit rating for debt securities, or market capitalization, investment style or economic sector for equity securities. The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments (the “direct investments”).

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Debt Securities		35-75%
Equity Securities		25-65%
Cash and Other Short-Term Instruments		0-20%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. From time to time debt investments may fall out of favor as compared to investments in equity securities, and vice versa. Moreover, certain types of equity investments such as investments in small to medium-sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-size companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

More information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for a one-year period and since inception of the Institutional Class shares compared to broad-based securities market indices. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Moderately Conservative Allocation Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%
Barclays Capital Aggregate Bond Index²	%	%

TheS&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The performance of the Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Real Estate Securities Fund

TREIX

Investment Objective

Thrivent Real Estate Securities Fund seeks to achieve long-term growth of capital and high current income.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.80%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Principal Risks

limited to, extended vacancies of properties, increased competition, overbuilding and changes in zoning law and government regulations. The Fund invests primarily in the real estate industry; therefore, its performance will be closely tied to the performance of the real estate markets.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for a one-year period and since inception of the Institutional Class shares compared to a broad-based securities market index. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Real Estate Securities Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
FTSE NAREIT Equity REIT Index¹	%	%

The FTSE NAREIT Equity REIT Index is an unmanaged capitalization-weighted index of all equity real estate investment trusts. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Small Cap Growth Fund

TPGIX

Investment Objective

Thrivent Partner Small Cap Growth Fund seeks to achieve long-term growth of capital.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.90%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Turner Investment Partners, Inc.

Principal Risks

Issuer Risk. Issuer risk is the possibility that factors specific to a company, in which the Fund invests either directly or indirectly, will affect the market prices of the company’s

securities and therefore the value of the Fund. Some factors affecting the performance of a company include demand for the company’s products or services, the quality of management of the company and brand recognition and loyalty. Common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Stocks of growth companies historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projections of future earnings or revenues and if a company’s earnings or revenues fall short of expectations its stock price may fall dramatically.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for a one-year period and since inception of the Institutional Class shares compared to a broad-based securities market index. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Partner Small Cap Growth Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
Russell 2000^® Growth Index¹	%	%

TheRussell 2000^® Growth Index is an index comprised of small capitalization companies with a greater than average growth orientation. The performance of the Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC (“Thrivent Asset Mgt.”). Thrivent Asset Mgt. has engaged Turner Investment Partners, Inc. (“Turner”) to subadvise the Fund. Turner uses two different management teams to manage the portfolio: one team to manage the microcap portion and another team to manage the other portfolio assets (the “other asset portion”). William C. McVail, CFA serves as lead manager of the other asset portion and has been with Turner since 1998. Jason D. Schrotberger, CFA serves as co-manager of the other asset portion and has been with Turner since 2001. Rick Wetmore also serves as co-manager of the other asset portion and has been with Turner since 2002. Frank L. Sustersic, CFA serves as lead manager of the microcap portion and has been with Turner since 1994. Heather F. McMeekin serves as co-manager of the microcap portion and has been with Turner since 2001. William C. McVail, CFA also serves as co-manager of the microcap portion.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Small Cap Value Fund

TPSIX

Investment Objective

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.70%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of net assets (plus the amount of any borrowing for investment purposes) in securities of small companies. The Fund’s subadviser focuses mainly on the securities of smaller U.S. companies with market capitalizations at time of purchase that are within or below the range of companies included in the Russell 2000^® Index. The Fund will not sell a security just because the company has grown to a market capitalization outside the range. The Fund may on occasion, purchase companies with a market capitalization outside the range. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in small company securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

•

low price/earnings, price/book value, or price/cash flow ratios relative to the S&P 500, the company’s peers, or its own historic norm;

•

low stock price relative to a company’s underlying asset values;

•

above-average dividend yield relative to a company’s peers or its own historic norm;

•

a plan to improve the business through restructuring; and

•

a sound balance sheet and other positive financial characteristics.

situations might arise when the Fund’s management believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

The subadviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

The subadviser uses fundamental investment research techniques to determine what securities to buy and sell.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic values or if value stocks are out of favor. The value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Partner Small Cap Value Fund	1 Year	5 Years	Since Inception (7/17/2001)
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 2000^® Value Index¹	%	%	%

TheRussell 2000^® Value Index measures the performance of small cap value stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Small Cap Stock Fund

TSCSX

Investment Objective

Thrivent Small Cap Stock Fund seeks long-term capital growth by investing primarily in small company common stocks and securities convertible into small company common stocks.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.67%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of net assets (plus the amount of any borrowing for investment purposes) in securities of small companies. The Adviser focuses mainly in the securities of smaller U.S. companies which have market capitalizations similar to those companies included in widely known indices such as the S&P SmallCap 600 Index or the Russell 2000^® Index. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of small companies stocks from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

•

have an opportunity for rapid growth;

•

have capable management; and

•

are financially sound.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

Issuer Risk. Issuer risk is the possibility that factors specific to a company, in which the Fund invests either directly or

indirectly, will affect the market prices of the company’s securities and therefore the value of the Fund. Some factors affecting the performance of a company include demand for the company’s products or services, the quality of management of the company and brand recognition and loyalty. Common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Small Cap Stock Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 2000^® Index¹	%	%	%

TheRussell 2000^® Index measures the performance of small cap stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Mid Cap Growth Fund

LBMIX

Investment Objective

Thrivent Mid Cap Growth Fund seeks long-term growth of capital.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.41%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projection of future earnings or revenues and, if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood Opportunity Growth Fund and Lutheran Brotherhood Mid Cap Growth Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood Mid Cap Growth Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Mid Cap Growth Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell MidCap^® Growth Index¹	%	%	%

TheRussell Midcap^® Growth Index measures the performance of mid cap growth stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

initial investment requirement would instead be $25,000, so long as it were also investing initially, in the aggregate, $250,000 in Thrivent Mutual Funds. The investor may combine its purchases of Class A and Institutional Class shares of the Funds to meet these investment requirements. There is no minimum subsequent investment requirement for this Fund, provided that these initial minimum investment requirements are maintained.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Mid Cap Value Fund

TPMIX

Investment Objective

Thrivent Partner Mid Cap Value Fund seeks to achieve long-term capital appreciation.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.75%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities of mid-cap issuers. The subadviser focuses mainly on the securities of mid cap issuers which have market capitalizations similar to companies constituting the Russell Midcap^® Value Index at the time of investment. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its assets in foreign securities, including securities of issuers in emerging countries and securities in foreign currencies. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in mid cap securities from 80% to a lesser amount, it will notify you at least 60 days’ prior to such a change.

The subadviser’s stock selection reflects a mid cap value style. The Fund ordinarily invests in equity securities of mid cap companies that the subadviser believes are undervalued.

The subadviser uses fundamental research techniques to determine what securities to buy and sell.

Principal Risks

subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Value style investing includes the risk that stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic value or if value stocks are out of favor.

Volatility And Performance

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Partner Mid Cap Value Fund	1 Year	Since Inception (6/30/2005)
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
Russell MidCap^® Value Index¹	%	%

TheRussell MidCap^® Value Index is an index comprised of mid cap companies with lower than average price-to-book ratios and lower forecasted growth values. The performance of the Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Mid Cap Stock Fund

TMSIX

Investment Objective

Thrivent Mid Cap Stock Fund seeks long-term capital growth by investing primarily in common stocks and securities convertible into common stocks of mid-sized companies.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)										None
Maximum Deferred Sales Charge (Load)										None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees										0.66%
Distribution and Service (12b-1) Fees										None
Other Expenses										%
Total Annual Fund Operating Expenses										%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of mid-sized companies. The Adviser focuses mainly on the securities of mid-sized U.S. companies which have market capitalizations similar to those included in widely known indices such as the Russell Midcap^® Index or the S&P MidCap 400 Index. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in mid cap securities from 80% to a lesser amount, we will notify you at least 60 days’ prior to the change.

The Fund seeks to achieve its investment objective by investing in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. The Adviser looks for mid-sized companies that, in its opinion:

•

have prospects for growth in their sales and earnings;

•

are in an industry with a good economic outlook;

•

have high-quality management; and

•

have a strong financial position.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

affecting the performance of a company include demand for the company’s products or services, the quality of management of the company and brand recognition and loyalty. Common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Mid Cap Stock Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell MidCap^® Index¹	%	%	%

The Russell MidCap^® Index is an unmanaged index that measures the performance of the smallest 800 securities in the Russell 1000^® Index, as ranked by total market capitalization. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Partner Worldwide Allocation Fund

TWAIX

Investment Objective

Thrivent Partner Worldwide Allocation Fund seeks long-term capital growth.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.90%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%
Less Expense Reimbursement¹		%
Net Annual Fund Operating Expenses		%

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Partner Worldwide Allocation Fund in order to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses) to an annual rate of % of the average daily net assets of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund will generally make the following allocations among the broad asset classes listed below:


International large-cap growth		15-45%
International large-cap value		15-45%
Emerging markets equity		0-30%
International small- and mid-cap equities		0-30%
Emerging markets debt		0-30%
U.S. securities		0-20%

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Small and Mid Cap Risk. Small- and medium-sized companies often have greater price volatility, lower trading volumes, and less liquidity than larger, more established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. In addition, small cap companies seldom pay significant dividends that could cushion returns in a falling market.

Allocation Risk. The Fund’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. Therefore, a principal risk of investing in the Fund is that the allocation strategies used and the allocation decisions made will not produce the desired results.

Volatility and Performance

The bar chart includes the effects of Fund expenses and assumes that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDED DECEMBER 31, 2009)
	1 Year	Since Inception of Fund (2/29/08)
Thrivent Partner Worldwide Allocation Fund
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
MSCI All Country World Index¹	%	%

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Partner International Stock Fund

TISFX

Investment Objective

Thrivent Partner International Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of foreign stocks.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.60%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund seeks to achieve its objective by investing substantially all of its assets in stocks outside the U.S. and to diversify broadly among developed and emerging countries throughout the world. Normally, at least 80% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in stocks. Should the Adviser, determine that the Fund would benefit from reducing the percentage of its assets invested in stocks from 80% to a lesser amount, we will notify you at least 60 days prior to the change. While stocks may be purchased without regard to a company’s market capitalization, the focus typically will be on large and, to a lesser extent, medium-sized companies. The Fund may also purchase fixed-income securities and derivatives, including futures and options, in keeping with the Fund’s objective.

Principal Global Investors, LLC (“Principal”)

Principal’s investment focus for the Fund is international large-cap growth equities. Principal’s stock selection reflects a growth style and is based on the belief that superior stock selection and disciplined risk management provide consistent outperformance. Principal focuses on companies with improving and sustainable business fundamentals, rising investor expectations and attractive relative valuation. To maximize stock selection skills as the primary driver of relative performance, Principal leverages technology in its research-driven approach and seeks to neutralize unintended portfolio risks. Principal may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Mercator Asset Management, LP (“Mercator”)

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projections of future earnings or revenues, and if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Value style investing includes the risk that stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic value or if value stocks are out of favor.

Foreign Securities Risk. Securities of foreign companies in which the Fund invests generally carry more risk than securities of U.S. companies. The economies and financial markets of certain regions—such as Latin America, Asia, Europe and the Mediterranean region—can be highly interdependent and may decline at the same time. Other risks result from the varying stages of economic and political development of foreign countries; the differing regulatory environments, trading days, and accounting standards of foreign markets; and higher transaction costs. The Fund’s investment in any country could be subject to governmental actions such as capital or currency controls, nationalizing a company or industry, expropriating assets, or imposing punitive taxes that would have an adverse effect on security prices and impair the Fund’s ability to repatriate capital or income. The Fund is also subject to the risk that the value of a foreign currency may decline against the U.S. dollar, which would reduce the dollar value of securities denominated in that currency. The overall impact of such a decline of foreign currency can be significant, unpredictable, and long lasting, depending on the currencies represented, how each one appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Under normal conditions, the Fund does not engage in extensive foreign currency hedging programs. Further, exchange rate movements are volatile, and it is not possible to effectively hedge the currency risks of many developing countries.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood World Growth Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood World Growth Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Partner International Stock Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
MSCI EAFE Index¹	%	%	%

Management

The Fund is managed by Thrivent Asset Management, LLC, which has engaged Mercator Asset Management, LP (“Mercator”) and Principal Global Investors, LLC (“Principal”) to subadvise the Fund.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Large Cap Growth Fund

THLCX

Investment Objective

Thrivent Large Cap Growth Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.75%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/Citigroup Growth Index, the Russell 1000^® Growth Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in large cap securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Fund seeks to achieve its investment objective by investing in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative, and technical investment research techniques and focuses on stocks of U.S. companies that it believes have demonstrated and will sustain above-average earnings growth over time, or which are expected to develop rapid sales and earnings growth in the future when compared to the economy and stock market as a whole. The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Issuer Risk. Issuer risk is the possibility that factors specific to a company, in which the Fund invests either directly or indirectly, will affect the market prices of the company’s

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projection of future earnings or revenues, and if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood Growth Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood Growth Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Large Cap Growth Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 1000^® Growth Index¹	%	%	%

TheRussell 1000^® Growth Index measures the performance of large cap growth stocks. The Index does not reflect deductions for fees, expenses, or taxes.

Management

Purchase and Sale of Fund Shares

combine its purchases of Class A and Institutional Class shares of the Funds to meet these investment requirements. There is no minimum subsequent investment requirement for this Fund, provided that these initial minimum investment requirements are maintained.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Large Cap Value Fund

TLVIX

Investment Objective

Thrivent Large Cap Value Fund seeks to achieve long-term growth of capital.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.45%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/Citigroup Value Index, the Russell 1000^® Value Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

These stocks typically, but not always, have below average price-to-earnings and price-to-book value ratios. The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. Value style investing includes the risk that stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic value or if value stocks are out of favor.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods and since inception compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood Value Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood Value Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Large Cap Value Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Russell 1000^® Value Index¹	%	%	%

TheRussell 1000^® Value Index measures the performance of large cap value stocks. The Index does not reflect deductions for fees, expenses, or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Matthew D. Finn, CFA has served as portfolio manager of the Fund since 2004, when he joined Thrivent.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Large Cap Stock Fund

IILGX

Investment Objective

Thrivent Large Cap Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.53%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those in widely known indices such as the S&P 500 Index, the Russell 1000^® Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

Principal Risks

securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Large Cap Stock Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
S&P 500 Index¹	%	%	%

TheS&P 500 Index is a broad-based composite unmanaged index that represents the average performance of a group of 500 widely-held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Equity Income Plus Fund

TEIIX

Investment Objective

Thrivent Equity Income Plus Fund seeks income plus long-term capital growth and income.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)										None
Maximum Deferred Sales Charge (Load)										None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees										0.65%
Distribution and Service (12b-1) Fees										None
Other Expenses										%
Acquired Fund (Underlying Fund) Fees and Expenses										%
Total Annual Fund Operating Expenses										%
Less Expense Reimbursement¹										%
Net Annual Fund Operating Expenses										%

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Equity Income Plus Fund in order to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund (Underlying Fund) Fees and Expenses) to an annual rate of % of the average daily net assets of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine which securities to buy and sell. The Adviser focuses on factors that may vary depending on market conditions, seeking a portfolio of securities that is broadly diversified across economic sectors and industries. The Adviser constructs portfolios using a “top-down” approach that focuses on broad economic trends and a “bottom-up” approach that focuses on company fundamentals, including dividend-payment history, payout ratios and expected growth.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

proportionate share of the expenses of the Fund, you will also indirectly bear similar expenses of the REITs in which the Fund invests.

Volatility and Performance

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDED DECEMBER 31, 2009)
	1 Year	Since Inception of Fund (2/29/08)
Thrivent Equity Income Plus Fund
Institutional Shares (before taxes)	%	%
(after taxes on distributions)	%	%
(after taxes on distributions and redemptions)	%	%
S&P 500 Index¹	%	%

The S&P 500 Index is an index that represents the average performance of a group of 500 widely held, publicly traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

no minimum subsequent investment requirement for this Fund, provided that these initial minimum investment requirements are maintained.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

Thrivent Balanced Fund

IBBFX

Investment Objective

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.55%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Fund invests in a combination of common stocks, bonds, and money market instruments. The Adviser establishes the Fund’s asset allocation mix by forecasting the expected return of each asset class over short-term and long-term time horizons, as well as expected risks of each asset class. The Adviser tries to maintain higher weighting in those asset classes the Adviser expects to provide the highest returns over a set time horizon. Under normal circumstances, the Fund invests in the following three asset classes within the ranges given:


	Minimum	Maximum
Common Stocks	35%	75%
Debt Securities	25%	50%
Money Market Instruments	0%	40%

Principal Risks

management of the company and brand recognition and loyalty. Common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in, and general creditors of, the company.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The value of the Fund’s shares may be affected by weak equity markets or changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Balanced Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Aggregate Bond Index¹	%	%	%
S&P Supercomposite 1500 Index²	%	%	%

TheBarclays Capital Aggregate Bond Index is an unmanaged index which measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

TheS&P Supercomposite 1500 Index measures the performance of a group of 1500 publicly-traded stocks. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent High Yield Fund

LBHIX

Investment Objective

Thrivent High Yield Fund seeks high current income and, secondarily, growth of capital.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.39%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

Principal Risks

the issuer of the security is in default with respect to interest or principal payments, the Fund, or the underlying fund, may lose its investment in that security.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The price of the Fund’s shares may be affected by weak equity markets when issuers of high yield, high risk bonds generally find it difficult to improve their financial condition by replacing debt with equity. Bonds may also exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Liquidity Risk. Liquidity is the ability to sell a security relatively quickly for a price that most closely reflects the actual value of the security. High-yield bonds have a less liquid resale market. As a result, we may have difficulty selling or disposing of securities quickly in certain markets or market environments or may only be able to sell the holdings at prices substantially less than what the Fund believes they are worth.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood High Yield Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood High Yield Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent High Yield Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital U.S. Corporate High Yield Bond Index¹	%	%	%

TheBarclays Capital U.S. Corporate High Yield Bond Index is an unmanaged index which measures the performance of fixed-rate non-investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Diversified Income Plus Fund

THYFX

Investment Objective

Thrivent Diversified Income Plus Fund seeks to maximize income while maintaining prospects for capital appreciation by investing primarily in a diversified portfolio of income-producing securities.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.55%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Acquired Fund (Underlying Fund) Fees and Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

As an additional principal strategy, the Fund may invest in equity securities in the real estate industry, including REITs.

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell.

Principal Risks

the issuer of the security is in default with respect to interest or principal payments, the Fund, or the underlying fund, may lose its investment in that security.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The price of the Fund’s shares may be affected by weak equity markets when issuers of high-yield, high-risk bonds generally find it difficult to improve their financial condition by replacing debt with equity. Bonds may also exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who

hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Diversified Income Plus Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
S&P 500 Dividend Aristocrats Index¹	%	%	%
Barclays Capital Aggregate Bond Index²	%	%	%

The Barclays Capital Aggregate Bond Index is an index that measures the performance of US investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Municipal Bond Fund

TMBIX

Investment Objective

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.41%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what municipal bonds to buy and sell. At the time of purchase, the Adviser generally buys investment-grade municipal bonds or unrated bonds it determines to be of comparable quality.

Principal Risks

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment. The Fund’s performance may be affected by political and economic conditions at the state, regional or federal level. These may include budgetary problems, decline in the tax base and other factors that may cause rating agencies to downgrade the credit ratings on certain issues. Bonds may also exhibit price fluctuations due to changes in interest rate or bond yield levels. As a result, the value of the Fund’s shares may fluctuate significantly in the short term.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund merged with Lutheran Brotherhood Municipal Bond Fund. The performance presented for the period prior to the merger is for Lutheran Brotherhood Municipal Bond Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Municipal Bond Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Municipal Bond Index¹	%	%	%

TheBarclays Capital Municipal Bond Index is a market-value-weighted index of investment-grade municipal bonds with maturities of one year or more. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Income Fund

LBIIX

Investment Objective

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.34%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, asset-backed securities and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit). Under normal conditions, at least 65% of the Fund’s assets will be invested in debt securities or preferred stock at least in the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality the Fund’s Adviser.

Principal Risks

the company’s products or services, the quality of management of the company and brand recognition and loyalty.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood Income Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood Income Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Income Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Aggregate Bond Index¹	%	%	%

TheBarclays Capital Aggregate Bond Index is an unmanaged index which measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Stephen D. Lowe, CFA has served as the portfolio manager

of the Fund since 2009. He has also been a senior portfolio manager of the high yield portion of Thrivent’s general account since 2005. Prior to this position, Mr. Lowe was, since 2004, a high yield research manager and, since 2002, an associate portfolio manager of the high yield portion of the general account. He has been with Thrivent since 1997.

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Core Bond Fund

IIINX

Investment Objective

Thrivent Core Bond Fund seeks a high level of current income, consistent with capital preservation, by investing primarily in a diversified portfolio of investment-grade bonds.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.45%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit). Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities that are at least in the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality by the Fund’s Adviser. Should the Fund’s Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such bonds and securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

Principal Risks

underlying asset is repaid faster or slower than the holder of the asset-backed or mortgage-backed security anticipates, the price of the security may fall, particularly if the holder must reinvest the repaid principal at lower rates or must continue to hold the security when interest rates rise. This effect may cause the value of the Fund to decline and reduce the overall return of the Fund.

Volatility And Performance

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Core Bond Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Aggregate Bond Index¹	%	%	%

TheBarclays Capital Aggregate Bond Index is an unmanaged index which measures the performance of U.S. investment grade bonds. The Index does not reflect deductions for fees, expenses or taxes.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

[THIS PAGE INTENTIONALLY LEFT BLANK]

Thrivent Government Bond Fund

Investment Objective

Thrivent Government Bond Fund seeks total return with current income consistent with preservation of capital. The Fund’s investment objective may be changed without shareholder approval.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.40%
Distribution and Service (12b-1) Fees		None
Other Expenses¹		0.41%
Total Annual Fund Operating Expenses		0.81%
Less Expense Reimbursement²		0.16%
Net Annual Fund Operating Expenses		0.65%

“Other Expenses” is based on management’s estimates of anticipated other expenses and average net assets of the Fund for the current fiscal year. Actual expense may vary from those indicated.

The Adviser has contractually agreed, through at least February 28, 2011, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Government Bond Fund in order to limit the Net Annual Fund Operating Expenses to an annual rate of 0.65% of the average daily net assets of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years


$66	$	243

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The Fund commenced operations on February 26, 2010 and, therefore, has no portfolio turnover from fiscal year ended October 31, 2009 to report.

Principal Strategies

Principal Risks

Market Risk. Over time, securities markets generally tend to move in cycles with periods when security prices rise and periods when security prices decline. The value of the Fund’s

investments may move with these cycles and, in some instances, increase or decrease more than the applicable market(s) as measured by the Fund’s benchmark index(es). The securities markets may also decline because of factors that affect a particular industry.

Investment Adviser Risk. The Fund is actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser and/or subadviser(s) in assessing the potential of the securities in which the Fund invests. This assessment of issuers held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Volatility and Performance

No performance information for the Fund is provided because it did not commence operations until February 26, 2010.

Management

The Fund is managed by Thrivent Asset Management, LLC. Michael G. Landreville, CFA has served as portfolio manager of the Fund since its inception in February 2010. He has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Purchase and Sale of Fund Shares

$250,000 in Thrivent Mutual Funds. The investor may combine its purchases of Class A and Institutional Class shares of the Funds to meet these investment requirements. There is no minimum subsequent investment requirement for this Fund, provided that these initial minimum investment requirements are maintained.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

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Thrivent Limited Maturity Bond Fund

THLIX

Investment Objective

Thrivent Limited Maturity Bond Fund seeks a high level of current income consistent with stability of principal.

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)		None
Maximum Deferred Sales Charge (Load)		None
ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.30%
Distribution and Service (12b-1) Fees		None
Other Expenses		%
Total Annual Fund Operating Expenses		%

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Portfolio Turnover

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, municipal bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit). The dollar-weighted average effective maturity for the Fund is expected to be between one and five years. Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities or preferred stock in at least the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality by the Fund’s Adviser. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such investment grade securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

Principal Risks

100

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods compared to a broad-based securities market index. On July 16, 2004, the Fund became the successor by merger to Lutheran Brotherhood Limited Maturity Bond Fund. Prior to the merger, the Fund had no assets or liabilities. The performance presented for the period prior to the merger is for Lutheran Brotherhood Limited Maturity Bond Fund. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:


AVERAGE ANNUAL TOTAL RETURNS (PERIODS ENDING DECEMBER 31, 2009)
Thrivent Limited Maturity Bond Fund	1 Year	5 Years	10 Years
Institutional Shares (before taxes)	%	%	%
(after taxes on distributions)	%	%	%
(after taxes on distributions and redemptions)	%	%	%
Barclays Capital Government/Credit 1-3 Year Bond Index¹	%	%	%

TheBarclays Capital Government/Credit 1-3 Year Bond Index is an unmanaged index which measures the performance of government and corporate fixed-rate debt securities with maturities of 1-3 years. The Index does not reflect deductions for fees, expenses or taxes.

Management

The Fund is managed by Thrivent Asset Management, LLC. Gregory R. Anderson, CFA, CPA and Michael G. Landreville, CFA have served as portfolio managers of the Fund since the respective years of 2005 and 1999. Mr. Anderson has been with Thrivent since 1997 and has served as a portfolio manager since 2000. Mr. Landreville has been with Thrivent since 1983 and has served as a portfolio manager since 1998.

Purchase and Sale of Fund Shares

The minimum initial investment requirement for this Fund is $50,000, so long as the institutional investor is also initially investing, in the aggregate, $500,000 in Thrivent Mutual

101

Funds. If the investor were a congregation, the minimum initial investment requirement would instead be $25,000, so long as it were also investing initially, in the aggregate, $250,000 in Thrivent Mutual Funds. The investor may combine its purchases of Class A and Institutional Class shares of the Funds to meet these investment requirements. There is no minimum subsequent investment requirement for this Fund, provided that these initial minimum investment requirements are maintained.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

102

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Thrivent Money Market Fund

AALXX

Investment Objective

Fees And Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)										None
Maximum Deferred Sales Charge (Load)										None


ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS (expenses that you pay each year as a percentage of the value of your investment)
Management Fees										0.39%
Distribution and Service (12b-1) Fees										None
Other Expenses										%
Total Annual Fund Operating Expenses										%
Less Expense Reimbursement¹										%
Net Annual Fund Operating Expenses										%

The Adviser has contractually agreed, through at least February 28, 2010, to waive certain fees and/or reimburse certain expenses associated with the Institutional Class shares of the Thrivent Money Market Fund equal in the aggregate to % of the average daily net assets of the Institutional Class shares. This contractual provision, however, may be terminated before the indicated termination date upon the mutual agreement between the Independent Trustees of the Fund and the Adviser.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.


1 Year	3 Years	5 Years	10 Years


$	$	$	$

Principal Strategies

The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what money market instruments to buy and sell.

Principal Risks

The Fund is subject to the following principal investment risks:

104

Money Market Fund because of its emphasis on high quality, short-term money market securities.

Volatility And Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one-, five- and ten-year periods. The bar chart and the table include the effects of Fund expenses and assume that you sold your shares at the end of the period. Call 800-THRIVENT or visit Thrivent.com for performance results current to the most recent month-end.

How a fund has performed in the past (before and after taxes) is not necessarily an indication of how it will perform in the future.

LOGO


Best Quarter:
Worst Quarter:

The 7-day yield for the period ended December 31, 2009 for the Fund Institutional Class shares was %. To obtain current yield information, you may contact the Fund at 800-THRIVENT.

AVERAGE ANNUAL TOTAL RETURNS
(PERIODS ENDING DECEMBER 31, 2009)

Thrivent Money Market Fund

1 Year

5 Years

10 Years

Institutional Shares

The Fund attempts to maintain a stable net asset value per share of $1.00.

Management

Purchase and Sale of Fund Shares

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Investing in the Fund through a retirement plan could have different tax consequences.

Payments to Broker-Dealers and Other Financial Intermediaries

105

Thrivent Aggressive Allocation Fund

TAAIX

Investment Objective

Thrivent Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. (Maturity and duration are described in the Glossary of Investment Terms on page 128). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		75-100%
Debt Securities		0-25%
Cash and Other Short-Term Instruments		0-5%


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Allocation Risk, Non-Diversified Risk, Underlying Fund Risk, Market Risk, Issuer Risk, Volatility Risk (Asset Allocation Funds), Foreign Securities Risk, Real Estate Industry Risk, High Yield Risk, Credit Risk, Interest Rate Risk and Investment Adviser Risk (Asset Allocation Funds). Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

106

Thrivent Moderately Aggressive Allocation Fund

TMAFX

Investment Objective

Thrivent Moderately Aggressive Allocation Fund seeks long-term capital growth by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. (Maturity and duration are described in the Glossary of Investment Terms on page 128). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		55-90%
Debt Securities		10-40%
Cash and Other Short-Term Instruments		0-10%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

107

Thrivent Moderate Allocation Fund

TMAIX

Investment Objective

Thrivent Moderate Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: the first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, equity securities, debt securities, and cash). The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on market capitalization, investment style such as growth or value, or economic sector for equity securities, or maturity, duration, security type or credit rating for debt securities. (Maturity and duration are described in the Glossary of Investment Terms on page 128). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Equity Securities		35-75%
Debt Securities		25-55%
Cash and Other Short-Term Instruments		0-15%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

108

Thrivent Moderately Conservative Allocation Fund

TCAIX

Investment Objective

Thrivent Moderately Conservative Allocation Fund seeks long-term capital growth while providing reasonable stability of principal by implementing an asset allocation strategy.

Principal Strategies

The Fund uses a prescribed asset allocation strategy involving a two-step process: The first step is the construction of a model for the allocation of the Fund’s assets across broad asset categories (namely, debt securities, equity securities, and cash. The second step involves the determination of sub-classes within the broad asset categories and target weightings for these sub-classes. Sub-classes may be based on maturity, duration, security type or credit rating for debt securities, or market capitalization, investment style or economic sector for equity securities. (Maturity and duration are described in the Glossary of Investment Terms on page 128). The use of target weightings for various sub-classes within broad asset categories is intended as a multi-style approach to reduce the risk of investing in securities having common characteristics.

The Fund will pursue its asset allocation strategy by investing in a combination of Thrivent mutual funds (the “Underlying Funds”) and other financial instruments.

The Fund will generally make the following allocations among the broad asset categories listed below:


Broad Asset Category		Allocation Range
Debt Securities		35-75%
Equity Securities		25-65%
Cash and Other Short-Term Instruments		0-20%

The Fund’s actual holdings in each broad asset category may be outside the applicable allocation range from time to time due to differing investment performance among asset categories. The Adviser will rebalance the Fund at least annually so that its holdings are within the ranges for the broad asset categories.


Debt Securities
High Yield Bonds
Thrivent High Yield Fund
Intermediate/Long-Term Bonds
Thrivent Income Fund
Thrivent Core Bond Fund
Short-Term/Intermediate Bonds
Thrivent Limited Maturity Bond Fund

Equity Securities
Small Cap
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Mid Cap
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Large Cap
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
International
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Other
Thrivent Real Estate Securities Fund
Thrivent Equity Income Plus Fund

Cash
Money Market Funds
Thrivent Money Market Fund

Principal Risks

In addition, more information about the principal risks for the Underlying Funds is contained elsewhere in this Prospectus.

109

Thrivent Real Estate Securities Fund

TREIX

Investment Objective

Thrivent Real Estate Securities Fund seeks to achieve long-term growth of capital and high current income.

Principal Strategies

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Real Estate Industry Risk, Real Estate Investment Trust (REIT) Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Interest Rate Risk (Real Estate Securities Fund) and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Partner Small Cap Growth Fund

TPGIX

Investment Objective

Thrivent Partner Small Cap Growth Fund seeks to achieve long-term growth of capital.

Principal Strategies

Turner Investment Partners, Inc.

Turner Investment Partners, Inc. (“Turner”), the subadviser to the Fund, uses its proprietary quantitative model to rank small cap companies by sector according to the size of the company, earnings growth rates and projections, sales and revenue figures, risk and volatility measures and trading volumes. It then uses fundamental and technical investment research techniques to identify attractive investments. (Quantitative, fundamental and technical investment research techniques are described in the Glossary of Investment Terms on page 128). A poor ranking from Turner’s proprietary model, a downward revision in earnings estimates or company management, or a breakdown in the underlying money flow for a stock may cause Turner to consider selling the security.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Small Cap Risk, Volatility Risk, Foreign Securities Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

110

Thrivent Partner Small Cap Value Fund

TPSIX

Investment Objective

Principal Strategies

•

low price/earnings, price/book value, or price/cash flow ratios relative to the S&P 500, the company’s peers, or its own historic norm;

•

low stock price relative to a company’s underlying asset values;

•

above-average dividend yield relative to a company’s peers or its own historic norm;

•

a plan to improve the business through restructuring; and

•

a sound balance sheet and other positive financial characteristics.

The subadviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Small Cap Risk, Volatility Risk, Foreign Securities Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

111

Thrivent Small Cap Stock Fund

TSCSX

Investment Objective

Thrivent Small Cap Stock Fund seeks long-term capital growth by investing primarily in small company common stocks and securities convertible into small company common stocks.

Principal Strategies

The Fund seeks to achieve its investment objective by investing primarily in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Adviser looks for small companies that, in its opinion:

•

have an opportunity for rapid growth;

•

have capable management; and

•

are financially sound.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Small Cap Risk, Volatility Risk, Foreign Securities Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Mid Cap Growth Fund

LBMIX

Investment Objective

Thrivent Mid Cap Growth Fund seeks long-term growth of capital.

Principal Strategies

The Fund seeks to achieve its investment objective by investing primarily in common stocks. The Adviser uses fundamental, quantitative, and technical investment research techniques to determine what securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Adviser focuses on companies that have a strong record of earnings growth or show good prospects for growth in sales and earnings and also considers the trends in the market as a whole.

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Mid Cap Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

112

Thrivent Partner Mid Cap Value Fund

TPMIX

Investment Objective

Thrivent Partner Mid Cap Value Fund seeks to achieve long-term capital appreciation.

Principal Strategies

The subadviser’s stock selection reflects a mid cap value style. The Fund ordinarily invests in equity securities of mid cap companies that the subadviser believes are undervalued.

The subadviser uses fundamental research techniques to determine what securities to buy and sell. (Fundamental investment research techniques is described in the Glossary of Investment Terms on page 128).

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Mid Cap Risk, Volatility Risk, Foreign Securities Risk, Emerging Markets Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Mid Cap Stock Fund

TMSIX

Investment Objective

Thrivent Mid Cap Stock Fund seeks long-term capital growth by investing primarily in common stocks and securities convertible into common stocks of mid-sized companies.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of mid-sized companies. The Adviser focuses mainly on the securities of mid-sized U.S. companies which have market capitalizations similar to those included in widely known indices such as the Russell Midcap^® Index or the S&P MidCap 400 Index. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in mid cap securities from 80% to a lesser amount, we will notify you at least 60 days’ prior to the change.

•

have prospects for growth in their sales and earnings;

•

are in an industry with a good economic outlook;

•

have high-quality management; and

•

have a strong financial position.

The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets to more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Mid Cap Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

113

Thrivent Partner Worldwide Allocation Fund

TWAIX

Investment Objective

Thrivent Partner Worldwide Allocation Fund seeks long-term capital growth.

Principal Strategies

The Fund will generally make the following allocations among the broad asset classes listed below:


International large-cap growth		15-45%
International large-cap value		15-45%
Emerging markets equity		0-30%
International small- and mid-cap equities		0-30%
Emerging markets debt		0-30%
U.S. securities		0-20%

Principal Global Investors, LLC

Mercator Asset Management, LP

Aberdeen Asset Management Investment Services Limited

Victory Capital Management Inc.

114

Goldman Sachs Asset Management, L.P. (“GSAM”)

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk (Worldwide/International Fund), Emerging Markets Risk, Liquidity Risk, Small Cap Risk, Mid Cap Risk, Credit Risk, Interest Rate Risk, High Yield Risk, Allocation Risk, Multi-Manager Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Partner International Stock Fund

TISFX

Investment Objective

Thrivent Partner International Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of foreign stocks.

Principal Strategies

The Fund seeks to achieve its objective by investing substantially all of its assets in stocks outside the U.S. and to diversify broadly among developed and emerging countries throughout the world. Normally, at least 80% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in stocks. Should the Adviser, determine that the Fund would benefit from reducing the percentage of its assets invested in stocks from 80% to a lesser amount, we will notify you at least 60 days prior to the change. While stocks may be purchased without regard to a company’s market capitalization, the focus typically will be on large and, to a lesser extent, medium-sized companies. The Fund may also purchase fixed-income securities and derivatives, including futures and options, in keeping with the Fund’s objective.

Principal Global Investors, LLC

Principal’s investment focus for the Fund is international large-cap growth equities. Principal’s stock selection reflects a growth style and is based on the belief that superior stock selection and disciplined risk management provide consistent outperformance. Principal focuses on companies with improving and sustainable business fundamentals, rising investor expectations and attractive relative valuation. To maximize stock selection skills as the primary driver of relative performance, Principal leverages technology in its research-driven approach and seeks to neutralize unintended portfolio risks. Principal may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Mercator Asset Management, LP

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk (Worldwide/International Fund), Emerging Markets Risk, Multi-Manager Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

115

Thrivent Large Cap Growth Fund

THLCX

Investment Objective

Thrivent Large Cap Growth Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/Citigroup Growth Index, the Russell 1000^® Growth Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in large cap securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Fund seeks to achieve its investment objective by investing in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative, and technical investment research techniques and focuses on stocks of U.S. companies that it believes have demonstrated and will sustain above-average earnings growth over time, or which are expected to develop rapid sales and earnings growth in the future when compared to the economy and stock market as a whole. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Large Cap Value Fund

TLVIX

Investment Objective

Thrivent Large Cap Value Fund seeks to achieve long-term growth of capital.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those included in widely known indices such as the S&P 500/Citigroup Value Index, the Russell 1000^® Value Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

These stocks typically, but not always, have below average price-to-earnings and price-to-book value ratios. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Large Cap Stock Fund

IILGX

Investment Objective

Thrivent Large Cap Stock Fund seeks long-term capital growth by investing primarily in a diversified portfolio of common stocks and securities convertible into common stocks.

Principal Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of large companies. The Adviser focuses mainly on the securities of large U.S. companies which have market capitalizations similar to those in widely known indices such as the S&P 500 Index, the Russell 1000^® Index, or the large company market capitalization classifications published by Lipper, Inc. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in securities of large cap companies from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Fund seeks to achieve its investment objective by investing primarily in common stocks. Investing in convertible securities is not a principal strategy of the Fund. The Adviser uses fundamental, quantitative and technical investment research techniques to determine what stocks to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or reposition assets into more promising opportunities.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Equity Income Plus Fund

TEIIX

Investment Objective

Thrivent Equity Income Plus Fund seeks income plus long-term capital growth and income.

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine which securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Adviser focuses on factors that may vary depending on market conditions, seeking a portfolio of securities that is broadly diversified across economic sectors and industries. The Adviser constructs portfolios using a “top-down” approach that focuses on broad economic trends and a “bottom-up” approach that focuses on company fundamentals, including dividend-payment history, payout ratios and expected growth.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Emerging Markets Risk, Preferred Stock Risk, Real Estate Industry Risk, Real Estate Investment Trust (REIT) Risk, Option Writing Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Balanced Fund

IBBFX

Investment Objective

Principal Strategies


	Minimum	Maximum
Common Stocks	35%	75%
Debt Securities	25%	50%
Money Market Instruments	0%	40%

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Credit Risk, Interest Rate Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent High Yield Fund

LBHIX

Investment Objective

Thrivent High Yield Fund seeks high current income and, secondarily, growth of capital.

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what securities to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The Adviser focuses on U.S. companies which it believes have or are expected to achieve adequate cash flows or access to capital markets for the payment of principal and interest obligations.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Credit Risk, High Yield Risk, Issuer Risk, Volatility Risk, Foreign Securities Risk, Interest Rate Risk, Liquidity Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Diversified Income Plus Fund

THYFX

Investment Objective

Thrivent Diversified Income Plus Fund seeks to maximize income while maintaining prospects for capital appreciation by investing primarily in a diversified portfolio of income-producing securities.

Principal Strategies

As an additional principal strategy, the Fund may invest in equity securities in the real estate industry, including REITs.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Credit Risk, High Yield Risk, Issuer Risk, Volatility Risk, Interest Rate Risk, Foreign Securities Risk, Liquidity Risk, Real Estate Industry Risk, Real Estate Investment Trust (REIT) Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Municipal Bond Fund

TMBIX

Investment Objective

Principal Strategies

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what municipal bonds to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). At the time of purchase, the Adviser generally buys investment-grade municipal bonds or unrated bonds it determines to be of comparable quality.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Volatility Risk, Credit Risk, Interest Rate Risk, Tax Risk and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Income Fund

LBIIX

Investment Objective

Principal Strategies

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Issuer Risk, Volatility Risk, Credit Risk, High Yield Risk, Interest Rate Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Core Bond Fund

IIINX

Investment Objective

Thrivent Core Bond Fund seeks a high level of current income, consistent with capital preservation, by investing primarily in a diversified portfolio of investment-grade bonds.

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit). Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities that are at least in the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality by the Fund’s Adviser. Should the Fund’s Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such bonds and securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Interest Rate Risk, Issuer Risk, Volatility Risk, Credit Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Government Bond Fund

Investment Objective

Thrivent Government Bond Fund seeks total return with current income consistent with preservation of capital. The Fund’s investment objective may be changed without shareholder approval.

Principal Strategies

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Interest Rate Risk, Inflation-Linked Security Risk, Sovereign Debt Risk, Government Securities Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

Thrivent Limited Maturity Bond Fund

THLIX

Investment Objective

Thrivent Limited Maturity Bond Fund seeks a high level of current income consistent with stability of principal.

Principal Strategies

The principal strategies of the Fund are to invest in investment-grade corporate bonds, government bonds, municipal bonds, asset-backed securities, and mortgage-backed securities. (Asset-backed securities are securities backed by notes or receivables originated by banks, credit card companies, or other providers of credit). The dollar-weighted average effective maturity for the Fund is expected to be between one and five years. (Dollar-weighted average effective maturity is described in the Glossary of Investment Terms on page 128). Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in debt securities or preferred stock in at least the “Baa” major rating category by Moody’s or at least in the “BBB” major rating category by S&P or unrated securities considered to be of comparable quality by the Fund’s Adviser. Should the Adviser determine that the Fund would benefit from reducing the percentage of its assets invested in such investment grade securities from 80% to a lesser amount, we will notify you at least 60 days prior to the change.

The Adviser uses fundamental, quantitative and technical investment research techniques to determine what debt obligations to buy and sell. (Fundamental, quantitative and technical investment research techniques are described in the Glossary of Investment Terms on page 128). The investment adviser focuses on U.S. companies that it believes are financially sound and have strong cash flow, asset values and interest or dividend earnings.

Principal Risks

The Fund is subject to the following principal investment risks, which are described and listed in alphabetical order in the Glossary of Principal Risks on pages 123 through 127: Market Risk, Interest Rate Risk, Issuer Risk, Volatility Risk, Credit Risk, Mortgage-Related and Other Asset-Backed Securities Risk, and Investment Adviser Risk. Shares of the Fund will rise and fall in value and there is a risk that you could lose money by investing in the Fund. The Fund cannot be certain that it will achieve its investment objective.

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Thrivent Money Market Fund

AALXX

Investment Objective

Principal Strategies

Principal Risks

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Glossary of Principal Risks

Allocation Risk. The Fund’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. Therefore, a principal risk of investing in the Fund is that the allocation strategies used and the allocation decisions made will not produce the desired results.

Credit Risk. Credit risk is the risk that an issuer of a bond held by the Fund, or held by an underlying fund in which the Fund invests, may no longer be able to pay its debt. As a result of such an event, the bond may decline in price and affect the value of the Fund. In the case of the Money Market Fund, credit risk is expected to be low because of that Fund’s emphasis on high quality, short-term money market securities.

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Investment Adviser Risk. The Fund is actively managed and the success of the Fund’s investment strategy depends significantly on the skills of the Adviser and/or subadviser(s) in assessing the potential of the securities in which the Fund invests. This assessment of issuers held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Issuer Risk. Issuer risk is the possibility that factors specific to a company, in which the Fund invests either directly or indirectly, will affect the market prices of the company’s securities and therefore the value of the Fund. Some factors affecting the performance of a company include demand for the company’s products or services, the quality of management of the company and brand recognition and loyalty. To the extent that the Fund invests in common stock, common stock of a company is subordinate to other securities issued by the company. If a company becomes insolvent, interests of investors owning common stock will be subordinated to the interests of other investors in and general creditors of, the company.

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Real Estate Industry Risk. To the extent the Fund allocates assets (whether by direct investment or investment through another fund) to issuers in the real estate business, the Fund is subject to real estate industry risk. Declines in real estate values, changes in interest rates or economic downturns can have a significant negative effect on issuers in the real estate industry. Other adverse changes could include, but are not limited to, extended vacancies of properties, increased competition, overbuilding and changes in zoning law and government regulations.

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for operating purposes and for making investor distributions. REITs may have limited diversification and are subject to the risks associated with obtaining financing for real property. As with any investment, there is a risk that REIT securities and other real estate industry investments may be overvalued at the time of purchase. In addition, a REIT can pass its income through to its investors without any tax at the entity level if it complies with various requirements under the Internal Revenue Code. There is the risk, however, that a REIT held by a Fund will fail to qualify for this tax-free pass-through treatment of its income. By investing in REITs indirectly through a Fund, in addition to bearing a proportionate share of the expenses of the Fund, you will also indirectly bear similar expenses of the REITs in which the Fund invests.

Underlying Fund Risk. The performance of the Fund is dependent, in part, upon the performance of the Underlying Funds in which the Fund invests. As a result, the Fund is subject to the same risks as those faced by the Underlying Funds. Those risks include, among others, market risk, issuer risk, volatility risk, foreign securities risk, real estate industry risk, credit risk, interest rate risk, high yield risk and investment adviser risk.

Volatility Risk. Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.

With respect to the Partner Small Cap Growth Fund, Mid Cap Growth Fund, Partner Worldwide Allocation Fund, Partner International Stock Fund and Large Cap Growth Fund, Growth style investing includes the risk of investing in securities whose prices historically have been more volatile than other securities, especially over the short term. Growth stock prices reflect projections of future earnings or revenues and if a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

With respect to the Partner Small Cap Value Fund, Mid Cap Value Fund, Partner Worldwide Allocation Fund, Partner International Stock Fund and Large Cap Value Fund, Stocks of undervalued companies may not rise as quickly as anticipated if the market doesn’t recognize their intrinsic values or if value stocks are out of favor. The value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced.

Volatility Risk (Asset Allocation Funds). Volatility risk is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as

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investor sentiment. From time to time equity investments may fall out of favor as compared to investments in debt securities. Moreover, certain types of equity investments such as investments in small to medium-sized companies or investments in growth or value stocks may be more volatile than other types of investments. Small, less seasoned companies and medium-sized companies often have greater price volatility, lower trading volume, and less liquidity than larger, more-established companies. These companies tend to have small revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. Moreover, to the extent the Fund or an Underlying Fund favors a growth style, the risk is that the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. To the extent the Fund or an Underlying Fund uses a value style, the risk is that the market will not recognize a security’s intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.

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Glossary of Investment Terms

Dollar-weighted average effective maturity. Measure of the Fund that is determined by calculating the average maturity of each debt security owned by the Fund, weighting each security according to the amount that it represents in the Fund. In addition, for asset-backed and mortgage-backed securities, as well as bonds with required prepayments or redemption rights, the calculation considers the expected prepayments of the underlying securities and/or the present value of a mandatory stream of prepayments.

Fundamental investment research techniques. Research techniques that generally assess a company or security’s value based on a broad examination of financial data, quality of management, business concept and competition.

Quantitative investment research techniques. Research techniques that generally focus on a company’s financial statements and assess a company or security’s value based on appropriate financial ratios that measure revenue, profitability and financial structure.

Technical investment research techniques. Research techniques that generally involve the study of trends and movements in a security’s price, trading volume and other market-related factors in an attempt to discern patterns.

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Management, Organization and Capital Structure

Investment Adviser

Advisory Fees


FUND		ADVISORY FEE
Thrivent Aggressive Allocation Fund
Thrivent Moderately Aggressive Allocation Fund
Thrivent Moderate Allocation Fund
Thrivent Moderately Conservative Allocation Fund
Thrivent Real Estate Securities Fund
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
Thrivent Equity Income Plus Fund
Thrivent Balanced Fund
Thrivent High Yield Fund
Thrivent Diversified Income Plus Fund
Thrivent Municipal Bond Fund
Thrivent Income Fund
Thrivent Core Bond Fund
Thrivent Government Bond Fund
Thrivent Limited Maturity Bond Fund
Thrivent Money Market Fund

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Portfolio Management

This section provides information about the portfolio management for each of the Funds. The Statement of Additional Information for the Funds provides information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of shares of the Funds.

Thrivent Aggressive Allocation Fund, Thrivent Moderately Aggressive Allocation Fund, Thrivent Moderate Allocation Fund and Thrivent Moderately Conservative Allocation Fund

Thrivent Real Estate Securities Fund

Thrivent Partner Small Cap Growth Fund

Turner has been in the investment advisory business since 1990 and, as of December 31, 2009, managed approximately $ billion in assets. Turner uses two different management teams to manage the portfolio: one team to manage the portfolio assets invested in companies that have market capitalizations that fall within the bottom half of the benchmark index, the Russell 2000® Growth Index (the “microcap portion”), and another team to manage the other portfolio assets (the “other asset portion”). William C. McVail, CFA serves as lead manager of the other asset portion and has been with Turner since 1998. Jason D. Schrotberger, CFA serves as co-manager of the other asset portion and has been with Turner since 2001. Rick Wetmore also serves as co-manager of the other asset portion and has been with Turner since 2002. Frank L. Sustersic, CFA serves as lead manager of the microcap portion and has been with Turner since 1994. Heather F. McMeekin serves as co-manager of the microcap portion and has been with Turner since 2001. William C. McVail, CFA also serves as co-manager of the microcap portion.

Thrivent Partner Small Cap Value Fund

Thrivent Small Cap Stock Fund

Thrivent Mid Cap Growth Fund

Andrea J. Thomas, CFA has served as portfolio manager of the Fund since 2003 and was an associate portfolio manager of the Fund from 1997 through 2002. She has been with Thrivent since 1993.

Thrivent Partner Mid Cap Value Fund

Thrivent Mid Cap Stock Fund

Brian J. Flanagan, CFA has been a portfolio manager of the Fund since 2004. He has been with Thrivent since 1996 and a portfolio manager since 2000.

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Thrivent Partner Worldwide Allocation Fund

Thrivent Asset Mgt. has engaged Mercator Asset Management, LP (“Mercator”), 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486; Principal Global Investors, LLC (“Principal”), 801 Grand Avenue, Des Moines, Iowa 50392; Aberdeen Asset Management Investment Services Limited (“Aberdeen”), One Bow Churchyard, London, England EC4M9HH; Victory Capital Management Inc. (“Victory”), 127 Public Square, Cleveland, OH 44114; and Goldman Sachs Asset Management, L.P. (“GSAM”), 32 Old Slip, New York, New York 10005, as investment subadvisers for Thrivent Partner Worldwide Allocation Fund.

GSAM has been registered as an investment adviser since 1990 and is an affiliate of Goldman, Sachs & Co. As of December 31, 2009, GSAM, including its investment advisory affiliates, had assets under management approximately of $ billion. GSAM uses its Emerging Market Debt and Fundamental Currency team to manage its portion of the Fund. Samuel Finkelstein, Managing Director, is the head of this team and is the lead manager of GSAM’s portion of the Fund. He joined GSAM in 1997 and the team in 2000 as a portfolio manager. Ricardo Penfold, Vice President, joined GSAM in 2000. Prior to joining GSAM, he was Head of Research and Economics in Venezuela for Santander Investments and Banco Santander Central Hispano for four years. Owi Ruivivar, Ph.D, Vice President and Portfolio Manager, joined GSAM in 2002. Prior to joining GSAM, she worked for five years at BNP Paribas where she headed the global emerging market debt strategy. Before joining the finance industry in 1997, she did economics research at the International Monetary Fund and other international development institutions.

David C. Francis, CFA, Vice President of Investment Equities of Thrivent Asset Mgt., serves as lead portfolio manager for the portion of the Fund’s assets allocated to U.S. securities. Mr. Francis has been with the Adviser since 2001.

Thrivent Partner International Stock Fund

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Thrivent Large Cap Growth Fund

Scott A. Vergin, CFA has served as portfolio manager of the Fund since 2002. He has been with Thrivent since 1984 and has served as a portfolio manager since 1994.

Thrivent Large Cap Value Fund

Matthew D. Finn, CFA has served as portfolio manager of the Fund since 2004, when he joined Thrivent.

Thrivent Large Cap Stock Fund

Matthew D. Finn, CFA and Scott A. Vergin, CFA have served as portfolio managers of the Fund since 2007. Mr. Finn has served as a portfolio manager since 2004, when he joined Thrivent. Mr. Vergin has been with Thrivent since 1984 and has served as a portfolio manager since 1994.

Thrivent Equity Income Plus Fund

Thrivent Balanced Fund

Thrivent High Yield Fund

Paul J. Ocenasek, CFA has served as portfolio manager of the Fund since 1997. He has been with Thrivent since 1987 and, since 1997, has served as portfolio manager to other Thrivent mutual funds.

Thrivent Diversified Income Plus Fund

Mark L. Simenstad, CFA, David R. Spangler, CFA, Kevin R. Brimmer, FSA and Paul J. Ocenasek, CFA have served as portfolio managers of the Fund since the respective years of 2006, 2007, 2007 and 2004. Mr. Simenstad is Vice President of Fixed Income Mutual Funds and Separate Accounts and has been with Thrivent since 1999. Mr. Spangler has been with Thrivent since 2002 and was director of Investment Product Management from 2002 to 2006. Mr. Brimmer has been with Thrivent since 1985 and has been a portfolio manager since 2002. Mr. Ocenasek has been with Thrivent since 1987 and, since 1997, has served as portfolio manager to other Thrivent mutual funds.

Thrivent Municipal Bond Fund

Janet I. Grangaard, CFA has served as portfolio manager of the Fund since 2002. She has been with Thrivent since 1988 and has served as a portfolio manager since 1994.

Thrivent Income Fund

Thrivent Core Bond Fund

Thrivent Government Bond Fund

Thrivent Limited Maturity Bond Fund

Thrivent Money Market Fund

William D. Stouten has served as portfolio manager of the Fund since 2003. Prior to this position, he was a research analyst and trader for the Thrivent money market funds since 2001, when he joined Thrivent.

Personal Securities Investments

Trademarks

“Russell 1000^® Growth Index,” “Russell 1000 Value Index,” “Russell 2000 Index,” “Russell 2000 Growth Index,” “Russell 2000 Value Index,” “Russell Midcap Index,” “Russell Midcap Growth Index” and “Russell Midcap Value Index” are trademarks/service marks of the Frank Russell Company and have been licensed for use by Thrivent. Russell^® is a trademark of the Frank Russell Company.

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Shareholder Information

HOW TO CONTACT US

By Telephone:

1-800-847-4836

By Internet:

www.thrivent.com

By Mail (New Applications):

Thrivent Mutual Funds

P.O. Box 219347

Kansas City, Missouri 64121-9347

By Mail (Additional Investments):

Thrivent Mutual Funds

P.O. Box 219334

Kansas City, Missouri 64121-9334

By Mail (Redemptions, Exchanges or Other Requests):

Thrivent Mutual Funds

P.O. Box 219348

Kansas City, Missouri 64121-9348

By Express Mail:

Thrivent Mutual Funds

330 West 9th Street

Kansas City, Missouri 64105

Wire Transfer Instructions:

State Street Corp.

225 Franklin Street

Boston, MA 02101

ABA #011000028

Account #4195-538-6

Credit:

Thrivent Financial Investor Services Inc. as Agent for the benefit of Thrivent Mutual Funds

Further Credit:

[Name of the Fund]

[Shareholder Account Number]

[Shareholder Registration/Name]

Pricing Funds’ Shares

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for these securities may not necessarily reflect the occurrence of the significant event). The Funds, under the supervision of the Board of Trustees, evaluate the impact of these significant events and adjust the valuation of foreign securities to reflect the fair value as of the close of the U.S. markets to the extent that the available price quotations do not, in the Adviser’s opinion, adequately reflect the occurrence of the significant events. For more information about how the Funds discourage abusive trading practices (including those that may attempt to take advantage of significant events, the occurrence of which are not necessarily reflected in available price quotations of foreign securities), please see the section entitled “Abusive Trading Policies and Monitoring Processes” in this Prospectus.

Institutional Class Shares

Thrivent Mutual Funds has adopted a system of multiple classes of shares for each of the Funds. There is no sales load imposed in connection with the purchase of Institutional Class shares and such shares are not subject to any Rule 12b-1 fee.

Institutional Class shares are offered to institutions, church organizations, retirement plans sponsored by institutions and participants in various mutual fund asset allocation, wrap account, and private account programs offered by Thrivent Investment Mgt. Institutional Class shares of the Thrivent Aggressive Allocation Fund, the Thrivent Moderately Aggressive Allocation Fund, the Thrivent Moderate Allocation Fund and the Thrivent Moderately Conservative Allocation Fund (the “Thrivent Asset Allocation Funds”) are not available to participants in the Thrivent wrap account program. Because the sales charges and expenses vary between the Class A shares and Institutional Class shares, performance will vary with respect to each class. A copy of the Class A prospectus may be obtained by writing to the Fund, calling toll free 1-800-847-4836, or downloading it from our Web site (www.thrivent.com).

Buying Shares

Opening an Account

How you register your account with the Funds can affect your legal interests as well as the rights and interests of your family and beneficiaries. You should always consult with your legal and/or tax adviser to determine the account registration that best meets your needs. You must clearly identify the type of account you want on your application. If shares are held in the name of a corporation, trust, estate, custodianship, guardianship, partnership or pension and profit sharing plan, additional documentation may be necessary. It will generally not be possible to transfer Fund shares to an account with a broker-dealer other than Thrivent Investment Mgt.

Required Minimum Investments

You may combine your purchases of Class A and Institutional Class shares of the Funds to meet the minimum initial investment requirements. You must notify us at the time of purchase of the other existing accounts, and we may ask you to provide us with account statements of these accounts.

As long as the initial minimum investment requirements are maintained, there are no subsequent minimum investment requirements. Accounts in Institutional Class shares that are below the required minimum balance for the Institutional Class may be exchanged into Class A shares by Thrivent Investment Mgt.


	INITIAL PURCHASE (AGGREGATE)		INITIAL PURCHASE (PER FUND)
Institutions	$	500,000	$	50,000
Congregations	$	250,000	$	25,000

These minimums do not apply to the fee-based investment advisory programs offered by Thrivent Investment Mgt. or its affiliates. The initial minimum investment for Institutional Class shares in non-discretionary advisory programs is $5,000 per Fund. There is no minimum initial investment for Institutional Class shares in discretionary programs.

Shares of the Funds are issued on days on which the New York Stock Exchange (“NYSE”) is open, which generally are weekdays other than national holidays. Your order will be considered received when your check or other payment is received in good order. Good order means that your instructions and any required payment have been received in the form required by the Funds, including the name of the Fund, the account number, the amount of the transaction, and all required signatures. Orders received before the close of trading on the NYSE (generally 4:00 pm Eastern time) will be processed at the NAV calculated that day.

The Funds reserve the right to reject any purchase request.

Initial Purchases

You may purchase initial shares through your Registered Representative or in any of the following ways:

•

By mail

•

By the Internet; or

•

By wire/ACH transfer

Initial Purchases by Mail

(See Address under “HOW TO CONTACT US”)

To buy shares of the Funds by mail:

•

Complete and mail your new account application for each different account registration. If you do not complete the application properly, your purchase may be delayed or rejected.

•

Make your check payable to the Fund you are buying. If more than one Fund, make your check payable to “Thrivent Mutual Funds.”

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Initial Purchases by Internet

Initial Purchases by Wire Transfer

•

In order to buy shares of the Funds by wire transfer, your bank must be a member, or have a corresponding relationship with a member, of the Federal Reserve System.

•

Complete and submit your new account application for each different account registration. If you do not complete the application properly, your purchase may be delayed or rejected.

•

Instruct your bank to wire transfer the funds. (See Wire Transfer Instructions under “HOW TO CONTACT US”)

•

Additional Purchases

You may purchase additional shares in any of the following ways:

•

By mail

•

By telephone

•

By the Internet

•

By wire/ACH transfer

•

Through the Automatic Investment Plan

Additional Purchases By Mail

(See Address under “HOW TO CONTACT US”)

Additional Purchases By Telephone

Additional Purchases By the Internet

Additional Purchases By Wire Transfer

•

Instruct your bank to wire transfer the funds. (See Wire Transfer Instructions under “HOW TO CONTACT US”)

•

Thrivent Mutual Funds and its transfer agent are not res-ponsible for the consequences of delays resulting from the banking or Federal Reserve wire transfer system, or from incomplete wiring instructions.

Automatic Investment Plans

For further information regarding any of the following automatic investment plans, contact your Thrivent Investment Mgt. representative or the Interaction Center at (800) THRIVENT (847-4836).

Automatic Bank Withdrawal Plan

Investors who wish to make regular additional investments in an existing Fund account may do so through the Funds’ bank draft plan. Under this plan, the Funds will withdraw from an investor’s bank checking or savings account in the amount specified (subject to the required minimum investments) on specified dates. The proceeds will be invested in shares of the specified Fund at the applicable offering price determined on the date of the draw. To use this plan, you must authorize the plan on your application form, or subsequently in writing, and may be required to submit additional documents. This privilege may not be available on all retirement plan accounts.

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Retirement Plans

Purchase Policies

Your payment must be in U.S. dollars drawn on a U.S. bank. Thrivent Mutual Funds does not accept cash, starter checks (checks without pre-printed registration), traveler’s checks, credit card courtesy checks or most third-party checks. If you purchase shares by check, electronic funds transfer (other than bank wire) or automatic investment plan and you elect to redeem those shares soon after their purchase, the Funds may postpone paying the redemption proceeds until your payment has cleared, which could take up to 10 days or more from the date of purchase. In addition, you may have to submit additional paperwork to redeem shares for which payment has not yet cleared. Purchasing shares by bank wire would streamline the redemption process in such instances.

The Funds reserve the right to suspend the offering of shares for a period of time and the right to reject any specific purchase of shares.

Redeeming Shares

When a Fund receives your request for redemption in good order, the Fund will redeem all available shares at the next calculation of the Fund’s NAV. A Fund may redeem its shares in-kind (i.e., with portfolio securities of the Fund), subject to applicable regulatory requirements, to a shareholder seeking an in-kind redemption.

Please note that an additional fee may be assessed for a redemption delivered by overnight mail or Saturday delivery.

The Funds will mail payment proceeds within seven days following receipt of all required documents. However, mailing may be delayed if the Fund is waiting for your means of purchase to clear.

You may redeem shares in any of the following ways:

•

By mail

•

By telephone

•

By the Internet

•

By wire/ACH transfer

•

Through the Systematic Withdrawal Plan

Redemptions from certain retirement plan accounts may be subject to additional plan provisions.

Redemptions by Mail

(See Address under “HOW TO CONTACT US”)

Step 1:

Contact your registered representative or our Interaction Center for a redemption form or prepare a written request including the following information:

•

Name(s) of the account owner(s);

•

Your account number;

•

The name of the Fund(s) whose shares are being redeemed; and

•

Dollar amount or number of shares you wish to redeem.

You must have a Medallion Signature Guarantee if you want to sell shares with a value of more than $500,000. A Medallion Signature Guarantee is a stamp provided by a financial institution that verifies your signature. You endorse the certificate on the back and have the signature(s) guaranteed by an eligible guarantor institution such as a commercial bank, trust company, security broker or dealer, credit union, or a savings association participating in the Medallion Signature Guarantee Program. A Medallion Signature Guarantee may be obtained at any national bank or brokerage firm. We may waive the Medallion Signature Guarantee requirement in limited instances.

Step 2:

Mail your redemption request.

Redemptions by Telephone

Telephone redemption checks will be issued to the same payee(s) as the account registration and sent only to the address of record.

Telephone redemptions are not allowed if:

•

There has been a change of address in the preceding 30 days

•

The request is for more than $100,000

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Redemptions by the Internet

You may redeem shares from your accounts over the Internet. A User ID and Password or Personal Identification Number (PIN) is required prior to authorizing transactions on your Fund accounts. This privilege may not be available on retirement plan accounts.

Internet redemption checks will be issued to the same payee(s) as the account registration and sent only to the address of record.

Internet redemptions are not allowed if:

•

There has been a change of address in the preceding 30 days

•

The request is for more than $100,000

Redemptions by Wire Transfer

•

If an account has multiple owners, the Fund may rely on the instructions of any one account owner.

•

Other restrictions may apply if Thrivent Mutual Funds does not already have information related to your bank account.

•

This privilege may not be available on all retirement plan accounts.

Systematic Withdrawal Plan

•

You need a minimum of $50,000 in your account ($25,000 for congregations) to start the plan.

•

You can select the date(s) on which the money is withdrawn.

•

To start the plan, you will, in most cases, be required to complete paperwork.

•

To change the payee(s), you must notify the Fund in writing and have all account owner(s) sign the appropriate form, which is available from the Interaction Center.

•

Money can be sent by check or electronic funds transfer.

•

To stop or change your plan, you must notify Thrivent Mutual Funds 10 days prior to the next withdrawal.

•

This privilege may not be available on all retirement plan accounts.

Thrivent Money Market Fund Checks

You can write checks on your Class I shares of Thrivent Money Market Fund account if you complete a check writing signature card and agreement. You can request checks on your application or in writing. The Fund does not charge a fee for supplying your checks. The following rules and/or guidelines apply:

•

The checks you write on Thrivent Money Market Fund must be for $500 or more. (Because the Fund is not a bank, some features, such as stop payment, may not be available.)

•

The transfer agent may impose reasonable fees for each check that is returned.

•

Unless you purchased shares by wire, you must wait up to 10 business days after you purchase Thrivent Money Market Fund shares to write checks against that purchase.

•

You will earn daily income dividends on Fund shares up to the date they are redeemed.

•

This privilege may not be available on all retirement plan accounts.

Exchanging Shares Between Funds

You may exchange some or all of your shares of one Fund for shares of the same class of any of the other Funds.

In addition, if you are eligible to purchase Institutional Class shares, you may exchange some or all of your Class A shares for Institutional Class shares of any of the Funds.

All exchanges will be based on the NAV of the shares you are exchanging and acquiring and will be subject to the minimum investment requirements. Except as described above, shares of one class may not be exchanged for shares of another class.

You may obtain an exchange form or receive more information about making exchanges between Funds by contacting your Thrivent Investment Mgt. Registered Representative.

You may exchange funds in any of the following ways:

•

By mail

•

By telephone

•

By the Internet

•

By the Automatic Exchange Plan

Exchanges by Mail

Prepare and mail a written request including the following information:

•

Name(s) of the account owner(s);

137

•

Your Fund(s) and account number(s);

•

Dollar or share amount you wish to exchange;

•

The name of the Fund(s) and account number(s) you are exchanging into; and

•

Signatures of all account owners.

Exchanges by Telephone

During periods of extreme volume caused by dramatic economic or stock market changes, shareholders may have difficulty reaching the Interaction Center by phone, and a telephone exchange may be difficult to implement at those times.

Exchanges by the Internet

Automatic Exchange Plans

•

Exchanges are permitted between accounts of the same share class and accounts with similar registrations.

•

To start the plan, you will, in most cases, be required to complete paperwork.

•

To stop or change your plan, you must notify Thrivent Mutual Funds 10 days prior to the next exchange date.

For further instructions on how to start, stop, or make changes to the plan, call the Investment Interaction Center at (800) THRIVENT (847-4836), or notify the Fund in writing.

Transaction Confirmations

Thrivent Investment Mgt. generally mails written confirmation of your transactions within five business days following the date of your transaction. Thrivent Investment Mgt. will mail confirmation of check writing transactions in Thrivent Money Market Fund monthly. Thrivent Investment Mgt. will mail confirmation of your automatic investment plan transactions at least quarterly. You also can check your account activity on www.thrivent.com or by calling the Automated Service Line at (800) 847-4836.

Accounts with Low Balances

Due to the high cost to shareholders of maintaining accounts with low balances, the transfer agent may convert your Institutional Class shares of a Fund to Class A shares of the same Fund (if any) if the value of your shares in the Fund falls below the required minimum amount for your type of account. See “Required Minimum Investments” above. If the Fund does not offer Class A shares, the Funds may redeem your Institutional Class shares in the Fund.

Before shares are converted to Class A shares or redeemed, you will be notified in writing and allowed 60 days to purchase additional shares. If additional shares are not purchased, any such redemption may be at a time that is not favorable to you.

Abusive Trading Policies and Monitoring Processes

The Funds may deem the sale of all or a substantial portion of a shareholder’s purchase of shares to be abusive if the sale is

138

made within seven days after purchase. This policy does not apply to automatic investment plans, systematic withdrawal plans, or transactions solely in your money market account, including checkwriting and debit card transactions. The Funds reserve the right, in their sole discretion, to identify other trading practices as abusive.

Disclosure of Fund Holdings

Standing Allocation Order

The Thrivent Asset Allocation Funds purchase and redeem shares of the other Funds (the “Underlying Funds”) each business day pursuant to a standing allocation order (the “Allocation Order”). The Allocation Order provides daily instructions for how a purchase or redemption order by a Thrivent Asset Allocation Fund should be allocated among the Underlying Funds. Each day, pursuant to the Allocation Order, a Thrivent Asset Allocation Fund will purchase or redeem shares of the relevant Underlying Funds at the NAV for the Underlying Fund calculated that day. Any modification to the daily instruction provided by the Allocation Order must be before the close of trading on the NYSE.

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Distributions

Dividends

Dividends of the Funds are declared and paid as follows:


—declared daily and paid monthly		Thrivent High Yield Fund
		Thrivent Municipal Bond Fund
		Thrivent Income Fund
		Thrivent Core Bond Fund
		Thrivent Government Bond Fund
		Thrivent Limited Maturity Bond Fund
		Thrivent Money Market Fund

—declared monthly and paid monthly		Thrivent Diversified Income Plus Fund

—declared and paid quarterly		Thrivent Moderate Allocation Fund
		Thrivent Moderately Conservative Allocation Fund
		Thrivent Real Estate Securities Fund
		Thrivent Equity Income Plus Fund
		Thrivent Balanced Fund

—declared and paid annually		Thrivent Aggressive Allocation Fund
		Thrivent Moderately Aggressive Allocation Fund
		Thrivent Partner Small Cap Growth Fund
		Thrivent Partner Small Cap Value Fund
		Thrivent Small Cap Stock Fund
		Thrivent Mid Cap Growth Fund
		Thrivent Partner Mid Cap Value Fund
		Thrivent Mid Cap Stock Fund
		Thrivent Partner Worldwide Allocation Fund
		Thrivent Partner International Stock Fund
		Thrivent Large Cap Growth Fund
		Thrivent Large Cap Value Fund
		Thrivent Large Cap Stock Fund

Income dividends are derived from investment income, including dividends, interest, and certain foreign currency gains received by the Fund.

Capital Gains

Capital gains distributions, if any, usually will be declared and paid in December for the prior twelve-month period ending October 31.

Distribution Options

When completing your application, you must select one of the following options for dividends and capital gains distributions:

•

Full Reinvestment in a Different Fund. You may also choose to have your distributions reinvested into an existing account of the same class of another Fund within the Thrivent Mutual Funds.

•

Part Cash and Part Reinvestment. You may request to have part of your distributions paid in cash and part of your distributions reinvested in additional shares of the same class of the Fund.

•

The Fund reserves the right to automatically reinvest any distributions into your account that are less than $10.

Distributions paid in shares will be credited to your account at the next determined NAV per share.

140

Taxes

General

The Funds intend to make distributions that may be taxed as ordinary income or taxable gains. In general, any net investment income and short-term capital gain distributions you receive from a Fund are taxable as ordinary income. To the extent a Fund receives and distributes qualified dividend income, you may be eligible for a tax rate lower than that on other ordinary income distributions. Distributions of other net capital gains by the Fund are generally taxable as capital gains—in most cases, at different rates from those that apply to ordinary income. In addition, there is a possibility that some of the distributions from Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund may be classified as return of capital.

Every year, the Funds will send you a statement detailing the tax status amount of qualified dividends, ordinary income and capital gains distributed to you for the previous year. The tax statement for all Funds except Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund will be mailed in January. The REIT investments of Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund do not provide complete tax information until after the calendar year-end. Consequently, Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund expect to send your tax statement in late February.

The sale of shares in your account may produce a gain or loss, and is a taxable event. For tax purposes, an exchange between Funds is the same as a sale.

Thrivent Partner Worldwide Allocation Fund and Thrivent Partner International Stock Fund

Thrivent Municipal Bond Fund

141

Other Securities and Investment Practices

Exchange Traded Funds (ETFs): Each of the Funds except Thrivent Money Market Fund may invest in ETFs. ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed fund of securities designed to track a particular market index. Each Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees which increase their costs.

Under unusual circumstances, these Funds may commit a substantial portion or the entire value of their portfolios to the consummation of these contracts. Although forward contracts will be used primarily to protect these Funds from adverse currency movements, they also involve the risk that

142

anticipated currency movements will not be accurately predicted, and each Fund’s total returns could be adversely affected as a result.

The main risk with derivatives is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative.

High yield bonds: Each of the Funds except Thrivent Money Market Fund may invest in high yield bonds, including defaulted high yield securities. Thrivent Municipal Bond Fund limits its investment in high yield bonds to no more than 5% of its assets. High yield bonds are debt securities rated below BBB by S&P or Baa by Moody’s or unrated securities deemed to be of comparable quality by the Adviser. To the extent that a Fund invests in high yield bonds, it takes on the following risks:

•

The risk of a bond’s issuer defaulting on principal or interest payments is greater than on higher quality bonds.

•

Issuers of high yield bonds are less secure financially and are more likely to be hurt by interest rate increases and declines in the health of the issuer or the economy.

143

downgrades a security, the Fund will determine whether to hold or sell the security, depending on all of the facts and circumstances at that time.

Unusual Opportunities: Each of the Funds may purchase some securities that do not meet its normal investment criteria when the investment adviser or subadviser perceives an unusual opportunity for gain, which could include a variety of factors, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities. If the anticipated gains do not materialize, the Fund could lose money from such an investment.

Investing-in-Funds Risk: The Thrivent Asset Allocation Funds allocate their assets, in part, among certain of the other Funds (“Underlying Funds”). From time to time, one or more of the Underlying Funds may experience relatively large investments or redemptions due to reallocations or rebalancings by the Thrivent Asset Allocation Funds or other investors. These transactions may affect the Underlying Funds since Underlying Funds that experience redemptions as a result of reallocations or rebalancings may have to sell Fund securities and since Underlying Funds that receive additional cash will have to invest such cash. These effects may be particularly important when one or more of the Thrivent Asset Allocation Funds owns a substantial portion of any Underlying Fund. While it is impossible to predict the overall impact of these transactions over time, the performance of an Underlying Fund may be adversely affected if the Underlying Fund is required to sell securities or invest cash at inopportune times. These transactions could also increase transaction costs and accelerate the realization of taxable income if sales of securities resulted in gains. Because the Thrivent Asset Allocation Funds may own substantial portions of some Underlying Funds, a redemption or reallocation by a Thrivent Asset Allocation Fund away from an Underlying Fund could cause the Underlying Fund’s expenses to increase. As an investor in an Underlying Fund, a Thrivent Asset Allocation Fund will bear its ratable share of the Underlying Fund’s expenses, in addition to the expenses of the Thrivent Asset Allocation Fund with respect to the assets so invested.

144

Financial Highlights

The financial highlights tables for each of the Funds are intended to help you understand the Funds’ financial performance for the past five complete fiscal years or, if shorter, the period of the Funds’ operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reports, along with the Funds’ financial statements, are included in the Annual Reports to Shareholders for the fiscal year ended October 31, 2009 (for all Funds except Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund) and December 31, 2009 (for Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund), which are available upon request. The financial highlights should be read in conjuction with the financial statements and notes thereto.

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Thrivent Mutual Funds

By Telephone:

800-847-4836

By Internet:

www.thrivent.com

By Mail (New Applications):

Thrivent Mutual Funds

PO Box 219347

Kansas City, Missouri 64121-9347

By Mail (Additional Investments):

Thrivent Mutual Funds

PO Box 219334

Kansas City, Missouri 64121-9334

By Mail (Redemptions, Exchanges or Other Requests):

Thrivent Mutual Funds

PO Box 219348

Kansas City, Missouri 64121-9348

By Express Mail:

Thrivent Mutual Funds

330 West 9th Street

Kansas City, Missouri 64105

1940 Act File No. 811-5075

LOGO

22039PR R2-10


Fund	Class A	Institutional
Thrivent Aggressive Allocation Fund	TAAAX	TAAIX
Thrivent Moderately Aggressive Allocation Fund	TMAAX	TMAFX
Thrivent Moderate Allocation Fund	THMAX	TMAIX
Thrivent Moderately Conservative Allocation Fund	TCAAX	TCAIX
Thrivent Real Estate Securities Fund	TREFX	TREIX
Thrivent Partner Small Cap Growth Fund	TPSAX	TPGIX
Thrivent Partner Small Cap Value Fund	AALVX	TPSIX
Thrivent Small Cap Stock Fund	AASMX	TSCSX
Thrivent Mid Cap Growth Fund	LBMGX	LBMIX
Thrivent Partner Mid Cap Value Fund	TPMAX	TPMIX
Thrivent Mid Cap Stock Fund	AASCX	TMSIX
Thrivent Partner Worldwide Allocation Fund	TWAAX	TWAIX
Thrivent Partner International Stock Fund	AAITX	TISFX
Thrivent Large Cap Growth Fund	AAAGX	THLCX
Thrivent Large Cap Value Fund	AAUTX	TLVIX
Thrivent Large Cap Stock Fund	AALGX	IILGX
Thrivent Equity Income Plus Fund	TEIAX	TEIIX
Thrivent Balanced Fund	AABFX	IBBFX
Thrivent High Yield Fund	LBHYX	LBHIX
Thrivent Diversified Income Plus Fund	AAHYX	THYFX
Thrivent Municipal Bond Fund	AAMBX	TMBIX
Thrivent Income Fund	LUBIX	LBIIX
Thrivent Core Bond Fund	AAINX	IIINX
Thrivent Government Bond Fund
Thrivent Limited Maturity Bond Fund	LBLAX	THLIX
Thrivent Money Market Fund	AMMXX	AALXX

Series of

Thrivent Mutual Funds

Statement of Additional Information

Dated February 26, 2010

Each of the above-referenced mutual funds (each a “Fund” and collectively the “Funds”) are series of Thrivent Mutual Funds (the “Trust”). Class A and Institutional Class shares are offered through separate prospectuses. Each such prospectus is referred to hereinafter as a “Prospectus.” This Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with the Prospectus dated February 28, 2010 for the applicable class of the above-referenced series of the Trust. The Reports of the Independent Registered Public Accounting Firm and financial statements included in the Annual Reports for the Trust for the fiscal year ended October 31, 2009 (for all series except Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund) and December 31, 2009 (for Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund and Thrivent Diversified Income Plus Fund) are separate reports furnished with this SAI and are incorporated herein by reference. To receive a copy of a Prospectus or the Annual Reports, write to Thrivent Mutual Funds, 625 Fourth Avenue South, Minneapolis, Minnesota 55415 or call toll-free (800) THRIVENT (847-4836). The Prospectus and the Annual Reports are also available on the Thrivent Financial for Lutherans website (www.thrivent.com).

TABLE OF CONTENTS


		PAGE
GENERAL INFORMATION ABOUT THE TRUST		3
INVESTMENT POLICIES AND RESTRICTIONS		5
MANAGEMENT OF THE FUNDS		25
SIGNIFICANT SHAREHOLDERS		37
INVESTMENT ADVISER, INVESTMENT SUBADVISERS, AND PORTFOLIO MANAGERS		42
UNDERWRITING AND DISTRIBUTION SERVICES		65
OTHER SERVICES		68
BROKERAGE ALLOCATION AND OTHER PRACTICES		71
PURCHASE, REDEMPTION AND PRICING OF SHARES		75
TAX STATUS		79
DESCRIPTION OF DEBT RATINGS		80
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS		83
APPENDIX A — PROXY VOTING PROCESS AND POLICIES SUMMARY		84

GENERAL INFORMATION ABOUT THE TRUST

The Trust was organized as a Massachusetts Business Trust on March 10, 1987 and is registered as an open-end management investment company under the Investment Company Act of 1940 (“1940 Act”). The Trust is authorized to issue shares of beneficial interest, par value $.01 per share, divisible into an indefinite number of different series and classes and operates as a “series company” as provided by Rule 18f-2 under the 1940 Act. The Trust commenced operations on July 16, 1987 and currently consists of 26 series (each a “Fund” and collectively the “Funds”). Each Fund other than the Thrivent Asset Allocation Funds, as defined below, is diversified. Prior to April 22, 2004, the Trust’s name was The AAL Mutual Funds.

The following table provides the inception date and the available classes of shares of the Funds described in this SAI.


Fund Name	Class A Inception Date	Institutional Class Inception Date
Thrivent Aggressive Allocation Fund	6/30/05	6/30/05
Thrivent Moderately Aggressive Allocation Fund	6/30/05	6/30/05
Thrivent Moderate Allocation Fund	6/30/05	6/30/05
Thrivent Moderately Conservative Allocation Fund	6/30/05	6/30/05
Thrivent Real Estate Securities Fund	6/30/05	6/30/05
Thrivent Partner Small Cap Growth Fund	6/30/05	6/30/05
Thrivent Partner Small Cap Value Fund	7/17/01	7/17/01
Thrivent Small Cap Stock Fund	7/01/96	12/29/97
Thrivent Mid Cap Growth Fund	5/30/97	10/31/97
Thrivent Partner Mid Cap Value Fund	6/30/05	6/30/05
Thrivent Mid Cap Stock Fund	6/30/93	12/29/97
Thrivent Partner Worldwide Allocation Fund	2/29/08	2/29/08
Thrivent Partner International Stock Fund	9/5/95	10/31/97
Thrivent Large Cap Growth Fund	10/29/99	10/29/99
Thrivent Large Cap Value Fund	10/29/99	10/29/99
Thrivent Large Cap Stock Fund	7/16/87	12/29/97
Thrivent Equity Income Plus Fund	2/29/08	2/29/08
Thrivent Balanced Fund	12/29/97	12/29/97
Thrivent High Yield Fund	4/3/87	10/31/97
Thrivent Diversified Income Plus Fund	1/08/97	12/29/97
Thrivent Municipal Bond Fund	12/3/76	10/31/97
Thrivent Income Fund	6/1/72	10/31/97
Thrivent Core Bond Fund	7/16/87	12/29/97
Thrivent Government Bond Fund	2/26/2010	2/26/2010
Thrivent Limited Maturity Bond Fund	10/29/99	10/29/99
Thrivent Money Market Fund	3/10/88	12/29/97

The Declaration of Trust provides that each shareholder shall be deemed to have agreed to be bound by its terms. A vote of shareholders and the Board of Trustees may amend the Declaration of Trust. The Trust may issue an unlimited number of shares in one or more series as the Board of Trustees may authorize.

Each class is subject to such investment minimums and other conditions as set forth in the Trust’s prospectuses as from time to time is in effect. Differences in expenses among classes are described in the Trust’s Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940. Class A and Institutional Class shares pay the expenses associated with their different distribution arrangements. Each class may, at the Trustees’ discretion, also pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Trust’s assets, if these expenses are actually incurred in a different amount by that

class, or if the class receives services of a different kind or to a different degree than the other class. All other expenses will be allocated to each class on the basis of the net asset value of the particular Fund.

Each class of shares has identical voting rights except that each class has exclusive voting rights on any matter submitted to shareholders relating solely to the class or where the interests of one class differ from the interests of the other class. Class A shares have exclusive voting rights on matters involving the Rule 12b-1 Distribution Plan as applied to that class. Matters submitted to shareholder vote must be approved by each Fund separately except:

when required otherwise by the 1940 Act; or

when the Trustees determine that the matter does not affect all Funds; then, only the shareholders of the affected Funds may vote.

Shares are freely transferable, and holders thereof are entitled to receive dividends declared by the Trustees, and receive the assets of their respective Fund in the event of liquidation. The Trust generally holds shareholder meetings only when required by law or at the written request of shareholders owning at least 10% of the Trust’s outstanding shares. Shareholders may remove the Trustees from office by votes cast in person or by proxy at a shareholder meeting.

At the request of shareholders holding 10% or more of the outstanding shares of the Trust, the Trust will hold a special meeting for the purpose of considering the removal of a Trustee(s) from office, and the Trust will cooperate with and assist shareholders of record who notify the Trust that they wish to communicate with other shareholders for the purpose of obtaining signatures to request such a meeting, all pursuant to and in accordance with Section 16(c) of the 1940 Act, as amended.

Under Massachusetts law, shareholders of a business trust may be held personally liable, under certain circumstances, for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder, Trustee and/or officer liability for acts performed on behalf of the Trust or for Trust obligations that are binding only on the assets and property of the Trust. The Funds include this disclaimer in each agreement, obligation, or contract entered into or executed by the Trust or the Board. The Declaration of Trust provides for indemnification out of the Trust’s assets for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. The risk of a shareholder incurring financial loss on account of shareholder liability is remote because it is limited to circumstances where the Trust itself is unable to meet its obligations.

INVESTMENT POLICIES AND RESTRICTIONS

Additional Investment Practices

In addition to those practices stated in the Prospectuses, various Funds may purchase the following securities or may engage in the following transactions. Each of these investment practices are non-principal investment strategies except as otherwise noted.

Investments of Thrivent Asset Allocation Funds

Each of the Thrivent Aggressive Allocation Fund, Thrivent Moderately Aggressive Allocation Fund, Thrivent Moderate Allocation Fund and Thrivent Moderately Conservative Allocation Fund (each, a “Thrivent Asset Allocation Fund” and collectively, the “Thrivent Asset Allocation Funds”) is a “fund of funds,” meaning that it seeks to achieve its investment objective by investing primarily in other series of the Trust. Each of the Thrivent Asset Allocation Funds may also invest in (i) Government Securities and Short-Term Paper (as such terms are defined in the 1940 Act), (ii) unaffiliated mutual funds or other unaffiliated investment companies, to the extent permitted under Section 12(d)(1) of the 1940 Act, and (iii) other investments, as permitted by Rule 12d1-2 under the 1940 Act or by exemptive order.

None of the Thrivent Asset Allocation Funds is “diversified” within the meaning of the 1940 Act because each intends to invest primarily in shares of other series of the Trust. A mutual fund is diversified if at least 75% of the value of its total assets is represented by Government Securities (as defined in the 1940 Act), cash and cash items, securities of other investment companies and other securities, excluding investments of more than 5% of the fund’s total assets in any one issuer and investments representing more than 10% of the outstanding voting securities of any one issuer.

Other Securities

Thrivent Real Estate Securities Fund, Thrivent Partner Small Cap Growth Fund, Thrivent Partner Small Cap Value Fund, Thrivent Small Cap Stock Fund, Thrivent Mid Cap Growth Fund, Thrivent Partner Mid Cap Value Fund, Thrivent Mid Cap Stock Fund, Thrivent Partner Worldwide Allocation Fund, Thrivent Partner International Stock Fund, Thrivent Large Cap Growth Fund, Thrivent Large Cap Value Fund, Thrivent Large Cap Stock Fund, Thrivent Equity Income Plus Fund and, to the extent set forth above, Thrivent Asset Allocation Funds may invest in other types of securities, including bonds, preferred stocks, convertible bonds, convertible preferred stocks, warrants, American Depository Receipts (ADRs), and other debt or equity securities. In addition, each of these Funds may invest in U.S. Government securities or cash, European Depository Receipts (EDRs) and the securities of foreign investment trusts.

Thrivent Real Estate Securities Fund, Thrivent Partner Small Cap Growth Fund, Thrivent Partner Small Cap Value Fund, Thrivent Small Cap Stock Fund, Thrivent Mid Cap Growth Fund, Thrivent Partner Mid Cap Value Fund, Thrivent Mid Cap Stock Fund, Thrivent Partner Worldwide Allocation Fund, Thrivent Partner International Stock Fund, Thrivent Large Cap Growth Fund, Thrivent Large Cap Value Fund, Thrivent Large Cap Stock Fund and Thrivent Equity Income Plus Fund will not use any minimum level of credit quality. Debt obligations may be rated less than investment grade, which is defined as having a quality rating below “Baa,” as rated by Moody’s Investors Service, Inc. (“Moody’s”), or below “BBB,” as rated by Standard & Poor’s Corporation (“S&P”). For a description of Moody’s and S&P’s ratings, see “Description of Debt Ratings.” Securities rated below investment grade (sometimes referred to as “high yield” or “junk bonds”) are considered to be speculative and involve certain risks, including a higher risk of default and greater sensitivity to economic changes.

Thrivent High Yield Fund, Thrivent Diversified Income Plus Fund, Thrivent Income Fund, Thrivent Core Bond Fund, Thrivent Government Bond Fund and Thrivent Limited Maturity Bond Fund also may invest in common stocks, warrants to purchase stocks, bonds or preferred stocks convertible into common stock, and other equity securities.

Thrivent Municipal Bond Fund does not generally intend to purchase any securities that would cause 25% or more of the value of its total assets to be invested in the securities of governmental subdivisions located in any one state, territory or possession of the United States. The Fund may invest 25% or more of the value of its total assets in industrial development bonds. The Fund also may invest up to 25% of its total assets in securities issued in connection with the financing of projects with similar characteristics, such as toll road revenue bonds, housing revenue bonds or electric power project revenue bonds, or in industrial development revenue bonds which are based, directly or indirectly, on the credit of private entities in any one industry. Thrivent Municipal Bond Fund may invest up to 5% of its assets in high yield securities.

Bank Instruments

Each Fund may invest in bank instruments in pursuit of its investment objective. These instruments include, but are not limited to, certificates of deposit, bankers’ acceptances and time deposits. Certificates of deposit are generally short-term (i.e., less than one year), interest-bearing negotiable certificates issued by commercial banks or savings and loan associations against funds deposited in the issuing institution. A banker’s acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). A banker’s acceptance may be obtained from a domestic or foreign bank including an U.S. branch or agency of a foreign bank. The borrower is liable for payment as well as the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity. Time deposits are non-negotiable deposits for a fixed period of time at a stated interest rate.

U.S. branches of foreign banks are offices of foreign banks and are not separately incorporated entities. They are chartered and regulated under federal or state law. U.S. federal branches of foreign banks are chartered and regulated by the Comptroller of the Currency, while state branches and agencies are chartered and regulated by authorities of the respective state or the District of Columbia. U.S. branches of foreign banks may accept deposits and thus are eligible for FDIC insurance; however, not all such branches elect FDIC insurance. U.S. branches of foreign banks can maintain credit balances, which are funds received by the office incidental to or arising out of the exercise of their banking powers and can exercise other commercial functions, such as lending activities.

Investing in foreign branches of U.S. banks and U.S. branches of foreign banks may involve risks. These risks may include future unfavorable political and economic developments, possible withholding or confiscatory taxes, seizure of foreign deposits, currency controls, interest limitations and other governmental restrictions that might affect payment of principal or interest, and possible difficulties pursuing or enforcing claims against banks located outside the U.S. Additionally, foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards or other regulatory requirements and practices comparable to U.S. issuers, and there may be less public information available about foreign banks and their branches and agencies.

Repurchase Agreements

Each Fund may engage in repurchase agreement transactions in pursuit of its investment objective. A repurchase agreement consists of a purchase and a simultaneous agreement to resell an investment for later delivery at an agreed upon price and rate of interest. The Fund must take possession of collateral either directly or through a third-party custodian. If the original seller of a security subject to a repurchase agreement fails to repurchase the security at the agreed upon time, the Fund could incur a loss due to a drop in the market value of the security during the time it takes the Fund to either sell the security or take action to enforce the original seller’s agreement to repurchase the security. Also, if a defaulting original seller filed for bankruptcy or became insolvent, disposition of such security might be delayed by pending court action. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions such as broker/dealers that are found by the Funds’ investment adviser, Thrivent Asset Management, LLC (“Thrivent Asset Mgt.” or the “Adviser”), (or a subadviser) to be creditworthy. The Thrivent Money Market Fund may enter into repurchase agreements that are collateralized by equity securities, high-yield bonds and other non-traditional forms of collateral provided that the repurchase agreement is an eligible security under Rule 2a-7.

Restricted Securities

The Funds may buy or sell restricted securities, including securities that meet the requirements of Rule 144A under the Securities Act of 1933 (“Rule 144A Securities”). Rule 144A Securities may be resold pursuant to Rule 144A under certain circumstances only to qualified institutional buyers as defined in the rule. Rule 144A Securities may be deemed to be liquid as determined by or in accordance with methods adopted by the Trustees. Under such methods the following factors are considered, among others: the frequency of trades and quotes for the security, the number of dealers and potential purchasers in the market, market making activity, and the nature of the security and marketplace trades. Investments in Rule 144A Securities could have the effect of increasing the level of a Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing such securities. Also, a Fund may be adversely impacted by the subjective valuation of such securities in the absence of an active market for them. Restricted securities that are not resalable under Rule 144A may be subject to risks of illiquidity and subjective valuations to a greater degree than Rule 144A securities. None of the Funds will invest more than 15% of its net assets in illiquid securities (10% in the case of Thrivent Money Market Fund).

Reverse Repurchase Agreements

Each Fund also may enter into reverse repurchase agreements, which are similar to borrowing cash. A reverse repurchase agreement is a transaction in which the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker or dealer, in return for a percentage of the instrument’s market value in cash, with an agreement that at a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous. However, the ability to enter into reverse repurchase agreements does not assure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time.

The Funds will engage in reverse repurchase agreements that are not in excess of 60 days to maturity and will do so to avoid borrowing cash and not for the purpose of investment leverage or to speculate on interest rate changes. When effecting reverse repurchase agreements, assets of the Fund in a dollar amount sufficient to make payment of the obligations to be purchased are segregated on the Fund’s records at the trade date and maintained until the transaction is settled.

When-Issued and Delayed Delivery Transactions

Each Fund may purchase securities on a when-issued and delayed delivery basis. When-issued and delayed delivery transactions arise when U.S. Government obligations and other types of securities are bought by the Fund with payment and delivery taking place in the future. The settlement dates of these transactions, which may be a month or more after entering into the transaction, are determined by mutual agreement of the parties. There are no fees or other expenses associated with these types of transactions other than normal transaction costs.

To the extent a Fund engages in when-issued and delayed delivery transactions, it will do so for the purpose of acquiring portfolio instruments consistent with its investment objective and policies and not for the purpose of investment leverage. On the settlement date, the value of such instruments may be less than the cost thereof. When effecting when-issued and delayed delivery transactions, a Fund will maintain liquid securities, cash, or cash equivalents of a dollar amount sufficient to make payment for the obligations to be purchased until the transaction has been settled.

Dollar Roll Transactions

The Funds may enter into dollar roll transactions with respect to securities issued or to be issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation in which the Funds sell mortgage securities and simultaneously agree to repurchase

similar (same type, coupon and maturity) securities at a later date at an agreed upon price. During the period between the sale and repurchase, the Funds forgo principal and interest paid on the mortgage securities sold. The Funds are compensated by the interest earned on the cash proceeds of the initial sale and from negotiated fees paid by brokers offered as an inducement to the Funds to “roll over” their purchase commitments. While the dollar roll transactions may result in higher transaction costs or higher taxes for the Funds, the Adviser believes that the benefits of investing in such a program will outweigh the potential for such increased costs.

Collateralized Mortgage Obligations and Multi-Class Pass-Through Securities

The principal strategies of Thrivent Balanced Fund, Thrivent Income Fund, Thrivent Core Bond Fund, and Thrivent Limited Maturity Bond Fund include investing in mortgage-backed securities, including collateralized mortgage obligations (“CMOs”) and Multi-Class Pass-Through Securities (“MCPTS”), and the other Funds may invest in such instruments as a non-principal strategy. CMOs and MCPTS are debt instruments issued by special purpose entities secured by pools of mortgage loans or other mortgage-backed securities. MCPTS are interests in a trust composed of mortgage loans or other mortgage-backed securities. Payments of principal and interest on the underlying collateral provide the money to pay debt service on the CMO or make scheduled distributions on the multi-class pass-through security. MCPTS, CMOs, and classes thereof (including those discussed below) are examples of the types of financial instruments commonly referred to as “derivatives.”

A CMO contains a series of bonds or certificates issued in multiple classes. Each CMO class (referred to as “tranche”) has a specified coupon rate and stated maturity or final distribution date. When people start prepaying the principal on the collateral underlying a CMO (such as mortgages underlying a CMO), some classes may retire substantially earlier than the stated maturity or final distribution dates. The issuer structures a CMO to pay or accrue interest on all classes on a monthly, quarterly or semi-annual basis. The issuer may allocate the principal and interest on the underlying mortgages among the classes in many ways. In a common structure, the issuer applies the principal payments on the underlying mortgages to the classes according to scheduled cash flow priorities.

There are many classes of CMOs. Interest only classes (“IOs”) entitle the class shareholders to receive distributions consisting solely or primarily of all or a portion of the interest in an underlying pool of mortgages or mortgage-backed securities (mortgage assets). Principal only classes (“POs”) entitle the class shareholders to receive distributions consisting solely or primarily of all or a portion of the underlying pool of mortgage assets. In addition, there are “inverse floaters,” which have coupon rates that move in the reverse direction to an applicable index, and accrual (or Z) bonds (described below).

Inverse floating CMO classes are typically more volatile than fixed or adjustable rate CMO classes. We would only invest in inverse floating CMOs to protect against a reduction in the income earned on investments due to a predicted decline in interest rates. In the event interest rates increased, we would lose money on investments in inverse floating CMO classes. An interest rate increase would cause the coupon rate on an inverse CMO class to decrease.

Cash flow and yields on IO and PO classes are extremely sensitive to principal payment rates (including prepayments) on the underlying mortgage loans or mortgage-backed securities. For example, rapid or slow principal payment rates may adversely affect the yield to maturity of IO or PO bonds, respectively. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the holder of an IO bond may incur a complete loss in value due to the lost interest stream even if the IO bond has a AAA rating. If the underlying mortgage assets experience slower than anticipated prepayments of principal, the PO bond will incur substantial losses in value due to lost prepayments. Rapid or slow principal payment rates may cause IO and PO bond holders to incur substantially more losses in market value than if they had invested in traditional mortgage-backed securities. On the other hand, if interest rates rise, the value of an IO might increase and partially offset other bond value declines in a Fund’s portfolio. If interest rates fall, the value of a PO might increase offsetting lower reinvestment rates in a Fund’s portfolio.

An accrual or Z bondholder does not receive cash payments until one or more of the other classes have received their full payments on the mortgage loans underlying the CMO. During the period when the Z bondholders do not receive cash payments, interest accrues on the Z class at a stated rate. The accrued interest is added to the amount of principal due to the Z class. After the other classes have received their payments in full, the Z class begins receiving cash payments until it receives its full amount of principal (including the accrued interest added to the principal amount) and interest at the stated rate.

Generally, the date when cash payments begin on the Z class depends on the prepayment rate of the mortgage loans underlying the CMO. A faster prepayment rate results in an earlier commencement of cash payments on the Z class. Like a zero coupon bond, during its accrual period the Z class has the advantage of eliminating the risk of reinvesting interest payments at lower rates during a period of declining interest rates. Like a zero coupon bond, the market value of a Z class bond fluctuates more widely with changes in interest rates than would the market value of a bond from a class that pays interest currently. Changing interest rates influence prepayment rates. As noted above, such changes in prepayment rates affect the date at which cash payments begin on a Z tranche, which in turn influences its market value.

Senior Loans (All Funds except Thrivent Money Market Fund)

The Funds may invest in senior loans. Senior loans hold the most senior position in the capital structure of a business entity, are typically secured with specific collateral and have a claim on the general assets of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. The proceeds of senior loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, and, to a lesser extent, to finance internal growth and for other corporate purposes. Senior loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates generally are LIBOR, the prime rate offered by one or more major United States banks or the certificate of deposit rate or other base lending rates used by commercial lenders.

Senior loans may not be rated by a rating organization, will not be registered with the Securities and Exchange Commission (SEC) or any state securities commission and generally will not be listed or traded on any national securities exchange. Therefore, the amount of public information available about senior loans will be limited, and the performance of investments in senior loans will be more dependent on the analytical abilities of the Adviser than would be the case for investments in more widely-rated, registered or exchange-listed or traded securities. In evaluating the creditworthiness of borrowers, the Adviser will consider, and may rely in part, on analyses performed by others. Moreover, certain senior loans will be subject to contractual restrictions on resale and, therefore, will be illiquid.

Structured Securities

The Funds may invest in structured securities. The issuer of a structured security links the security’s coupon, dividend or redemption amount at maturity to some sort of financial indicator. Such financial indicators can include currencies, interest rates, commodities and indexes. The coupon, dividend and/or redemption amount at maturity may increase or decrease depending on the value of the linked or underlying instrument.

Investments in structured securities involve certain risks. In addition to the normal credit and interest rate risks inherent with a debt security, the redemption amount may increase or decrease as a result of price changes in the underlying instrument. Depending on how the issuer links the coupon and/or dividend to the underlying instrument, the amount of the dividend may be reduced to zero. Any further declines in the value of the underlying instrument may then reduce the redemption amount at maturity. Structured securities may have more volatility than the price of the underlying instrument.

The Thrivent Municipal Bond Fund may invest in derivative variable rate municipal securities such as inverse floaters whose rates vary inversely with changes in market rates of interest or range floaters or capped

floaters whose rates are subject to periodic or lifetime caps. Derivative variable rate securities may pay a rate of interest determined by applying a multiple to the variable rate. The extent of increases and decreases in the value of derivative variable rate securities in response to changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed rate municipal security having similar credit quality, redemption provisions and maturity.

Variable Rate Demand Notes

The Funds may purchase variable rate master demand notes. Variable rate master demand notes are unsecured instruments that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate. These notes are normally not traded, and there is no secondary market for the notes. However, a Fund may demand payment of the principal for such Fund at any time. If an issuer of a variable rate master demand note defaulted on its payment obligation, a Fund might not be able to dispose of the note due to the absence of a secondary market. A Fund might suffer a loss to the extent of the default.

The extent to which the Thrivent Money Market Fund can purchase these securities is subject to Rule 2a-7 under the 1940 Act. The Money Market Fund’s purchases of variable rate master demand notes are limited to those: (1) rated in one of the two highest rating categories by a NRSRO; or (2) that have been issued by an issuer that has received a rating from the requisite NRSRO in the top two categories with respect to a class of short-term debt obligations that is comparable in priority and security with the instrument. The Money Market Fund only invests in variable rate master demand notes when it deems them to involve minimal credit risk.

Lending Securities (All Funds except Thrivent Money Market Fund)

Consistent with applicable regulatory requirements, each of the Funds may from time to time lend the securities it holds to broker-dealers, provided that such loans are made pursuant to written agreements and are initially secured by collateral in the form of cash, U.S. Government securities, irrevocable standby letters of credit or other liquid securities in an amount equal to at least 102% of the market value of the loaned securities. In electing to engage in securities lending for a Fund, the Adviser will take into account the investment objective and principal strategies of the Fund. For the period during which the securities are on loan, the lending Fund will be entitled to receive the interest and dividends, or amounts equivalent thereto, on the loaned securities and a fee from the borrower or interest on the investment of the cash collateral. The right to terminate the loan will be given to either party subject to appropriate notice. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities.

The primary risk in lending securities is that the borrower may become insolvent on a day on which the loaned security is rapidly increasing in value. In such event, if the borrower fails to return the loaned security, the existing collateral might be insufficient to purchase back the full amount of the security loaned, and the borrower would be unable to furnish additional collateral. The borrower would be liable for any shortage, but the lending Fund would be an unsecured creditor with respect to such shortage and might not be able to recover all or any portion thereof. However, this risk may be minimized by carefully selecting borrowers and securities to be lent and by monitoring collateral.

No Fund may lend any security or make any other loan if, as a result, more than one-third of its total assets would be lent to other parties.

Put and Call Options (All Funds except Thrivent Money Market Fund)

As described below, each of the Funds may invest in options on another security, an index, a currency, or a futures contract. If the option is described as “covered,” the applicable Fund holds the security underlying the option or the right to obtain it at no additional cost. If the option is not covered, the Fund will earmark cash or liquid securities as collateral. When a Fund sells put options, the collateral must be equal to the purchase obligation of the Fund, less any amount maintained as margin. When a Fund sells a call option, collateral must be equal to the market value of the instruments underlying the call options less any amount maintained as margin.

Selling (“Writing”) Covered Call Options: The Funds may from time to time sell (“write”) covered call options on any portion of their portfolios as a hedge to provide partial protection against adverse movements in prices of securities in those Funds and, subject to the limitations described below, for the non-hedging purpose of attempting to create additional income. A call option gives the buyer of the option, upon payment of a premium, the right to call upon the writer to deliver a specified amount of a security on or before a fixed date at a predetermined (“strike”) price. As the writer of a call option, a Fund assumes the obligation to deliver the underlying security to the holder of the option on demand at the strike price. This obligation is held by the Fund until either the option expires or a closing transaction is made.

If the price of a security hedged by a call option falls below or remains below the strike price of the option, a Fund will generally not be called upon to deliver the security. A Fund will, however, retain the premium received for the option as additional income, offsetting all or part of any decline in the value of the security. If the price of a hedged security rises above or remains above the strike price of the option, the Fund will generally be called upon to deliver the security. In this event, a Fund limits its potential gain by limiting the value it can receive from the security to the strike price of the option plus the option premium.

Buying Call Options: The Funds may also from time to time purchase call options on securities in which those Funds may invest. As the holder of a call option, a Fund has the right (but not the obligation) to purchase the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). A Fund generally will purchase such options as a hedge to provide protection against adverse movements in the prices of securities that the Fund intends to purchase. In purchasing a call option, a Fund would realize a gain if, during the option period, the price of the underlying security increased by more than the amount of the premium paid. A Fund would realize a loss equal to all or a portion of the premium paid if the price of the underlying security decreased, remained the same, or did not increase by more than the premium paid.

Selling Put Options: The Funds may from time to time sell (“write”) put options. As the writer of a put option, the Fund assumes the obligation to pay a predetermined (“strike”) price for the option’s underlying security if the holder of the option chooses to exercise it. Until the option expires or a closing transaction is made, the Fund must continue to be prepared to pay the strike price, regardless of price movements in the underlying security.

If the price of the underlying security remains the same or rises above the strike price, the Fund generally will not be called upon to purchase the security. The Fund will, however, retain the premium received for the option as additional income. If the price of the underlying security falls below the strike price, the Fund may be called upon to purchase the security at the strike price.

When a Fund writes a put option on a security, the option must be covered by segregating liquid assets on the Fund’s books with a value equal to or greater than the strike price of the underlying security to secure the Fund’s obligation.

Buying Put Options: The Funds may from time to time purchase put options on any portion of their portfolios. A put option gives the buyer of the option, upon payment of a premium, the right (but not the obligation) to deliver a specified amount of a security to the writer of the option on or before a fixed date at a predetermined (“strike”) price. A Fund generally will purchase such options as a hedge to provide protection against adverse movements in the prices of securities in the Fund. In purchasing a put option, a Fund would realize a gain if, during the option period, the price of the security declined by an amount in excess of the premium paid. A Fund would realize a loss equal to all or a portion of the premium paid if the price of the security increased, remained the same, or did not decrease by more than the premium paid.

Options on Foreign Currencies: The Funds may also write covered call options and purchase put and call options on foreign currencies as a hedge against changes in prevailing levels of currency exchange rates.

Index Options: The Funds may also purchase and sell call options and put options on stock and bond indices. Options on securities indices are similar to options on a security except that, upon the exercise of an option on a securities index, settlement is made in cash rather than in specific securities.

Negotiated Transactions: The Funds will generally purchase and sell options traded on a national securities or options exchange. Where options are not readily available on such exchanges, a Fund may purchase and sell options in negotiated transactions. A Fund effects negotiated transactions only with investment dealers and other financial institutions deemed creditworthy by its Adviser or subadviser. Despite the Adviser’s or subadviser’s best efforts to enter into negotiated options transactions with only creditworthy parties, there is always a risk that the opposite party to the transaction may default in its obligation to either purchase or sell the underlying security at the agreed upon time and price, resulting in a possible loss by the Fund. This risk is described more completely in the section of this Statement of Additional Information entitled, “Risks of Transactions in Options and Futures.”

Options written or purchased by a Fund in negotiated transactions are illiquid and there is no assurance that a Fund will be able to effect a closing purchase or closing sale transaction at a time when the Adviser or subadviser believes it would be advantageous to do so. In the event the Fund is unable to effect a closing transaction with the holder of a call option written by the Fund, the Fund may not sell the security underlying the option until the call written by the Fund expires or is exercised.

Closing Transactions: The Funds may dispose of options that they have written by entering into “closing purchase transactions.” Those Funds may dispose of options that they have purchased by entering into “closing sale transactions.” A closing transaction terminates the rights of a holder, or the obligation of a writer, of an option and does not result in the ownership of an option.

A Fund realizes a profit from a closing purchase transaction if the premium paid to close the option is less than the premium received by the Fund from writing the option. The Fund realizes a loss if the premium paid is more than the premium received. The Fund may not enter into a closing purchase transaction with respect to an option it has written after it has been notified of the exercise of such option.

A Fund realizes a profit from a closing sale transaction if the premium received to close out the option is more than the premium paid for the option. A Fund realizes a loss if the premium received is less than the premium paid.

Financial Futures and Options on Futures (All Funds except Thrivent Money Market Fund)

Selling Futures Contracts: The Funds may sell financial futures contracts (“futures contracts”) as a hedge against adverse movements in the prices of securities in those Funds. Such contracts may involve futures on items such as U.S. Government Treasury bonds, notes and bills; mortgage-backed securities; corporate and municipal bonds; stock and indices of any of the foregoing. A futures contract sale creates an obligation for the Fund, as seller, to deliver the specific type of instrument called for in the contract (or cash) at a specified future time for a specified price. In selling a futures contract, the Fund would realize a gain on the contract if, during the contract period, the price of the securities underlying the futures contract decreased. Such a gain would be expected to approximately offset the decrease in value of the same or similar securities in the Fund. The Fund would realize a loss if the price of the securities underlying the contract increased. Such a loss would be expected to approximately offset the increase in value of the same or similar securities in the Fund.

Futures contracts have been designed by and are traded on boards of trade that have been designated “contract markets” by the Commodity Futures Trading Commission (“CFTC”). These boards of trade, through their clearing corporations, guarantee performance of the contracts. Although the terms of some financial futures contracts specify actual delivery or receipt of securities, in most instances these contracts are closed out before the settlement due date without the making or taking of delivery of the securities. Other financial futures contracts, such as futures contracts on a securities index, by their terms call for cash settlements. The closing out of a futures contract is effected by entering into an offsetting purchase or sale transaction.

When a Fund sells a futures contract, or a call option on a futures contract, it is required to make payments to the commodities broker which are called “margin” by commodities exchanges and brokers.

The payment of “margin” in these transactions is different than purchasing securities “on margin.” In purchasing securities “on margin” an investor pays part of the purchase price in cash and receives an extension of credit from the broker, in the form of a loan secured by the securities, for the unpaid balance. There are two categories of “margin” involved in these transactions: initial margin and variation margin. Initial margin does not represent a loan between a Fund and its broker, but rather is a “good faith deposit” by a Fund to secure its obligations under a futures contract or an option. Each day during the term of certain futures transactions, a Fund will receive or pay “variation margin” equal to the daily change in the value of the position held by the Fund.

Buying Futures Contracts: The Funds may purchase financial futures contracts as a hedge against adverse movements in the prices of securities they intend to purchase. The Funds may buy and sell futures contracts for a number of reasons, including: (1) to manage their exposure to changes in securities prices and foreign currencies as an efficient means of adjusting their overall exposure to certain markets in an effort to enhance income; and (2) to protect the value of portfolio securities.

A futures contract purchase creates an obligation by a Fund, as buyer, to take delivery of the specific type of instrument called for in the contract (or cash) at a specified future time for a specified price. In purchasing a futures contract, a Fund would realize a gain if, during the contract period, the price of the securities underlying the futures contract increased. Such a gain would approximately offset the increase in cost of the same or similar securities that a Fund intends to purchase. A Fund would realize a loss if the price of the securities underlying the contract decreased. Such a loss would approximately offset the decrease in cost of the same or similar securities that a Fund intends to purchase.

Options on Futures Contracts: The Funds may also sell (“write”) and purchase covered call and put options on futures contracts in connection with the above strategies. An option on a futures contract gives the buyer of the option, in return for the premium paid for the option, the right to assume a position in the underlying futures contract (a long position if the option is a call and a short position if the option is a put). The writing of a call option on a futures contract constitutes a partial hedge against declining prices of securities underlying the futures contract to the extent of the premium received for the option. The purchase of a put option on a futures contract constitutes a hedge against price declines below the exercise price of the option and net of the premium paid for the option. The purchase of a call option constitutes a hedge, net of the premium, against an increase in cost of securities that a Fund intends to purchase.

Currency Futures Contracts and Options: The Funds may also sell and purchase currency futures contracts (or options thereon) as a hedge against changes in prevailing levels of currency exchange rates. Such contracts may be traded on U.S. or foreign exchanges. The Fund will not use such contracts or options for leveraging purposes.

Limitations: The Funds may engage in futures transactions, and transactions involving options on futures, only on regulated commodity exchanges or boards of trade. A Fund will not enter into a futures contract or purchase or sell related options if immediately thereafter the sum of the amount of initial margin deposits on the Fund’s existing futures and related options positions and premiums paid for options with respect to futures and options used for non-hedging purposes would exceed 5% of the market value of the Fund’s total assets. In addition, in instances involving the purchase of futures contracts or call options thereon, a Fund will maintain liquid securities, cash, or cash equivalents in an amount equal to the market value of such contracts.

Swap Transactions (All Funds except Thrivent Money Market Fund)

The Funds may enter into swap transactions, including, but not limited to, credit default, total return and interest rate swap agreements, and may purchase or sell caps, floors and collars. A swap transaction involves

swapping one or more investment characteristics of a security or a basket of securities with another party. A credit default swap is an agreement between two parties to exchange the credit risk of a particular issuer or reference entity. In a credit default swap transaction, a buyer pays periodic fees in return for payment by the seller which is contingent upon an adverse credit event occurring in the underlying issuer or reference entity. The seller collects periodic fees from the buyer and profits if the credit of the underlying issuer or reference entity remains stable or improves while the swap is outstanding, but the seller in a credit default swap contract would be required to pay an agreed upon amount to the buyer in the event of an adverse credit event in the reference entity. A buyer of a credit default swap is said to buy protection whereas a seller of a credit default swap is said to sell protection. A total return swap is an agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset plus any capital gains and losses over the payment period. The underlying asset is typically an index, loan or a basket of assets. Total return swaps provide the Funds with the additional flexibility of gaining exposure to a market or securities index by using the most cost-effective vehicle available. An interest rate swap involves the exchange by a Fund with another party of their respective commitments to pay or receive interest. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a contractually-based principal amount from the party selling the interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a contractually-based principal amount from the party selling the interest rate floor. An interest rate collar combines the elements of purchasing a cap and selling a floor. The collar protects against an interest rate rise above the maximum amount but foregoes the benefit of an interest rate decline below the minimum amount.

Such transactions include market risk, risk of default by the other party to the transaction, risk of imperfect correlation and manager risk and may involve commissions or other costs. Swaps generally do not involve delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to make, or in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually entitled to receive. If there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid. Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than swaps.

The risks of entering into certain swap transactions (e.g., credit default swaps) may be mitigated by the introduction of central counterparties. A central counterparty could allow participants (i.e., the Fund and the other party to the swap transaction) to avoid certain risks associated with traditional bilateral swap arrangements as the central counterparty “novates” the bilateral arrangement by entering into separate contractual arrangements with both participants — becoming buyer to one and seller to the other. Through novation, the central counterparty assumes the counterparty risk that the participants to a bilateral swap contract traditionally assumed. The Funds may opt to enter into swap transactions with central counterparties as these clearing arrangements become more prevalent.

Hybrid Investments (All Funds except Thrivent Money Market Fund)

As part of their investment program and to maintain greater flexibility, the Funds may invest in hybrid instruments (a potentially high-risk derivative) which have the characteristics of futures, options and securities. Such instruments may take a variety of forms, such as debt instruments with interest or principal payments determined by reference to the value of a currency, security index or commodity at a future point in time. The risks of such investments would reflect both the risks of investing in futures, options, currencies and securities, including volatility and illiquidity. Under certain conditions, the redemption value of a hybrid instrument could be zero.

In addition, because the purchase and sale of hybrid instruments could take place in an over-the-counter market or in a private transaction between a Fund and the seller of the hybrid instrument, the creditworthiness of the counterparty to the transaction would be a risk factor which a Fund would have to consider. Hybrid instruments also may not be subject to regulation of the CFTC, which generally regulates the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.

Risks of Transactions in Options and Futures

There are certain risks involved in the use of futures contracts, options on securities and securities index options, and options on futures contracts, as hedging devices. There is a risk that the movement in the prices of the index or instrument underlying an option or futures contract may not correlate perfectly with the movement in the prices of the assets being hedged. The lack of correlation could render a Fund’s hedging strategy unsuccessful and could result in losses. The loss from investing in futures transactions is potentially unlimited.

There is a risk that Thrivent Asset Mgt. or a subadviser could be incorrect in their expectations about the direction or extent of market factors such as interest rate movements. In such a case, a Fund would have been better off without the hedge. In addition, while the principal purpose of hedging is to limit the effects of adverse market movements, the attendant expense may cause a Fund’s return to be less than if hedging had not taken place. The overall effectiveness of hedging, therefore, depends on the expense of hedging and Thrivent Asset Mgt.’s or a subadviser’s accuracy in predicting the future market factors, such as changes in interest rate levels and securities price movements.

A Fund will generally purchase and sell options traded on a national securities or options exchange. Where options are not readily available on such exchanges, a Fund may purchase and sell options in negotiated transactions. When a Fund uses negotiated options transactions, it will seek to enter into such transactions involving only those options and futures contracts for which there appears to be an active secondary market.

There is, nonetheless, no assurance that a liquid secondary market, such as an exchange or board of trade, will exist for any particular option or futures contract at any particular time. If a futures market were to become unavailable, in the event of an adverse movement, a Fund would be required to continue to make daily cash payments of maintenance margin if it could not close a futures position. If an options market were to become unavailable and a closing transaction could not be entered into, an option holder would be able to realize profits or limit losses only by exercising an option, and an option writer would remain obligated until exercise or expiration.

In addition, exchanges may establish daily price fluctuation limits for options and futures contracts, and may halt trading if a contract’s price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible for a Fund to enter into new positions or close out existing positions. If the secondary market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a Fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a Fund’s access to other assets held to cover its options or futures positions could also be impaired.

When conducting negotiated options transactions there is a risk that the opposite party to the transaction may default in its obligation to either purchase or sell the underlying security at the agreed upon time and price. In the event of such a default, a Fund could lose all or part of the benefit it would otherwise have realized from the transaction, including the ability to sell securities it holds at a price above the current market price or to purchase a security from another party at a price below the current market price.

Finally, if a broker or clearing member of an options or futures clearing corporation were to become insolvent, a Fund could experience delays and might not be able to trade or exercise options or futures purchased

through that broker or clearing member. In addition, a Fund could have some or all of its positions closed out without its consent. If substantial and widespread, these insolvencies could ultimately impair the ability of the clearing corporations themselves.

Foreign Futures and Options

Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on or subject to the rules of a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs.

For these reasons, customers who trade foreign futures or foreign options contracts may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the Commission and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. In particular, funds received from customers for foreign futures or foreign options transactions may not be provided the same protections as funds received in respect of transactions on United States futures exchanges.

In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon may be affected by any variance in the foreign exchange rate between the time an order is placed and the time it is liquidated, offset or exercised.

Short Sales Against the Box (All Funds except Thrivent Money Market Fund)

The Funds may effect short sales, but only if such transactions are short sale transactions known as short sales “against the box.” A short sale is a transaction in which a Fund sells a security it does not own by borrowing it from a broker, and consequently becomes obligated to replace that security. A short sale against the box is a short sale where a Fund owns the security sold short or has an immediate and unconditional right to acquire that security without additional cash consideration upon conversion, exercise or exchange of options with respect to securities held in its portfolio. The effect of selling a security short against the box is to insulate that security against any future gain or loss. The Funds will incur transaction costs, including interest, in connection with opening, maintaining, and closing short sales against the box.

Foreign Currency Exchange-Related Securities and Foreign Currency Transactions

The Funds may invest in foreign currency exchange-related securities or engage in foreign currency transactions.

Foreign Currency Warrants. Foreign currency warrants are warrants which entitle the holder to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars). The cash amount is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time.

Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk that, from the point of view of prospective purchasers of the securities, is inherent in the international fixed-income marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the value of a

major foreign currency such as the Japanese Yen or German Deutschmark. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered and may be listed on exchanges.

Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the exchange rate relating to exercise is determined. During this time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised.

The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently. This would result in the loss of any remaining “time value” of the warrants (i.e., the difference between the current market value and the exercise value of the warrants), and, in the case the warrants were “out-of-the-money,” in a total loss of the purchase price of the warrants.

Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (“OCC”). Unlike foreign currency options issued by OCC, the terms of foreign currency warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets.

The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies.

Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors.

Foreign Currency Transactions. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

A Fund may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. A Fund’s use of such contracts would include, but not be limited to, the following:

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When the Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the Fund will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.

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When a Fund determines that one currency may experience a substantial movement against another currency, including the U.S. dollar, a Fund may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of a Fund’s portfolio securities denominated in such foreign currency.

Alternatively, where appropriate, a Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, a Fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in a Fund.

The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain.

Under normal circumstances, currency risk will be considered when deciding whether to buy or sell a security and as part of the overall diversification strategies. However, Thrivent Asset Mgt. or a subadviser have the flexibility to enter into such forward contracts when it determines that the best interests of the Fund will be served.

A Fund may enter into forward contracts for any other purpose consistent with the Fund’s investment objective and program. However, a Fund will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the Fund’s holdings of cash or liquid securities available for cover of the forward contract(s), or other suitable cover as permitted by the SEC. In determining the amount to be delivered under a contract, the Fund may net offsetting positions.

At the maturity of a forward contract, a Fund may sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by “rolling” that contract forward) or may initiate a new forward contract.

If a Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If a Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between a Fund’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Fund will suffer a loss to the extent of the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

A Fund’s dealing in forward foreign currency exchange contracts will generally be limited to the transactions described above. However, the Funds reserve the right to enter into forward foreign currency contracts for different purposes and under different circumstances. Of course, the Funds are not required to enter into forward contracts with regard to foreign currency-denominated securities and will not do so unless deemed appropriate. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain that might result from an increase in the value of that currency.

The use of forward contracts involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the other party to the contract or the failure of that party to make required payments or otherwise comply with the terms of the contract. Accordingly, the adviser must assess the creditworthiness of the other party to determine the likelihood that the terms of the contract will be satisfied. In addition, as a general matter,

forward contracts are not currently entered into or traded on exchanges and there is currently no central clearing function for these contracts; therefore, a Fund to a forward contract may find it difficult to exit the position.

Although a Fund values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. It will do so from time to time, and there are costs associated with currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the “spread”) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the fund at one rate, while offering a lesser rate of exchange should the fund desire to resell that currency to the dealer.

Principal Exchange Rate Linked Securities. Principal exchange rate linked securities are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on “standard” principal exchange rate linked securities is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar. “Reverse” principal exchange rate linked securities are like the “standard” securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency.

Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market).

Principal exchange rate linked securities may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.

Performance Indexed Paper. Performance indexed paper is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation. Generally, the guaranteed minimum rate of return is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper. In addition, both the minimum and maximum rates of return on the investment generally correspond to the minimum and maximum values of the spot exchange rate two business days prior to maturity.

Other Investment Companies

Each Fund may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies, which represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses which would result in the Fund paying its proportionate share. Certain other investment companies may utilize financial leverage. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market. None of the Funds will invest in other investment companies for the purpose of gaining control of the investment company. The extent to which a Fund can invest in other investment companies is limited by federal securities laws.

Exchange Traded Funds (ETFs) (All Funds except Thrivent Money Market Fund)

Each Fund may purchase the securities of ETFs. ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track a particular market index. Each Fund could purchase shares in an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning shares in an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees which increase their costs. Certain ETFs may utilize financial leverage.

Passive Foreign Investment Companies (All Funds except Thrivent Money Market Fund)

Each Fund may purchase the securities of certain foreign investment funds or trusts called passive foreign investment companies. Such trusts have been the only or primary way to invest in certain countries. In addition to bearing their proportionate share of the trust’s expenses (management fees and operating expenses), shareholders will also indirectly bear similar expenses of such trusts. Capital gains on the sale of such holdings are considered ordinary income regardless of how long the Funds hold their investments.

In addition, the Funds may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned from these investments, regardless of whether such income and gains are distributed to shareholders.

To avoid such tax and interest, the Funds intend to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time; deductions for losses are allowable only to the extent of any gains resulting from these deemed sales for prior taxable years. Such gains and losses will be treated as ordinary income. The Funds will be required to distribute any resulting income even though it has not sold the security and received cash to pay such distributions.

Inflation-Linked Debt Securities

The Funds may invest in inflation linked securities. Inflation-linked securities include fixed and floating rate debt securities of varying maturities issued by the U.S. government, its agencies and instrumentalities, such as Treasury Inflation-Protected Securities (“TIPS”), as well as securities issued by other entities such as corporations, municipalities, foreign governments and foreign issuers, including foreign issuers from emerging markets. Typically, such securities are structured as fixed income investments whose principal value is periodically adjusted according to the rate of inflation. The following two structures are common: (i) the U.S. Treasury and some other issuers issue inflation-linked securities that accrue inflation into the principal value of the security and (ii) other issuers may pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon. Other types of inflation-linked securities exist which use an inflation index other than the CPI.

Inflation-linked securities issued by the U.S. Treasury, such as TIPS, have maturities of varying years. Typically, TIPS pay interest on a semi-annual basis equal to a fixed percentage of the inflation adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and the rate of inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation of 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of inflation indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS, even during a period of deflation, although the inflation-adjusted

principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. Other inflation-related bonds exist that may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-linked securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-linked securities.

While inflation-linked securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-linked securities is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-linked securities issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or a foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the U.S.

Any increase in the principal amount of an inflation-linked security will be considered taxable ordinary income, even though the Fund does not receive their principal until maturity.

Disclosure of Portfolio Holdings

The Trust has adopted, on behalf of the Funds, policies and procedures relating to disclosure of the Funds’ portfolio securities. These policies and procedures are designed to allow disclosure of portfolio holdings information where necessary to the operation of the Funds or useful to the Funds’ shareholders without compromising the integrity or performance of the Funds. Except when there are legitimate business purposes for selective disclosure and other conditions (designed to protect the Funds and their shareholders) are met, the Funds do not provide or permit others to provide information about a Fund’s portfolio holdings on a selective basis.

The Funds include portfolio holdings information as required in regulatory filings and shareholder reports, disclose portfolio holdings information as required by federal or state securities laws and may disclose portfolio holdings information in response to requests by governmental authorities. In addition, Thrivent Asset Mgt. may post portfolio holdings information on its website (www.thrivent.com). For each portfolio security, the posted information includes its name, the number of shares held by a Fund, the market value of the Fund’s holdings, and the percentage of the Fund’s assets represented by each industry sector. The day after portfolio holdings information is publicly available on the website, it may be mailed, e-mailed or otherwise transmitted to any person.

Thrivent Asset Mgt. may distribute or authorize the distribution of information about a Fund’s portfolio holdings that is not publicly available, on the website or otherwise, to its employees and affiliates that provide services to the Fund. Thrivent Asset Mgt. may also distribute or authorize distribution of information about a Fund’s portfolio holdings that is not publicly available to the Fund’s service providers who require access to the information in order to fulfill their contractual duties relating to the Funds, including the custodian, fund accountant, auditor, proxy voting service provider, pricing service vendor, securities lending agent, subadvisers,

publisher, printer and mailing agent, or to facilitate the review of the Funds by rating agencies. In addition, the Fund may provide early disclosure of portfolio holdings information to certain other parties, such as third-party consultants advising qualified plans or the Adviser. A Fund may also disclose portfolio holdings information to broker/dealers and certain other entities in order to assist the Fund with potential transactions and management of the Fund.

Information may be disclosed with any frequency and any time lag, as appropriate. Thrivent Asset Mgt. does not expect to disclose information about a Fund’s holdings that is not publicly available to the Fund’s individual or institutional investors or to intermediaries that distribute the Fund’s shares.

Before any non-public disclosure of information about a Fund’s portfolio holdings is permitted, however, the Trust’s Chief Compliance Officer or a designated attorney in the Asset Management Law Department of Thrivent Financial for Lutherans (“Thrivent Financial”) must determine that the Fund has a legitimate business purpose for providing the portfolio holdings information, that the disclosure is in the best interests of the Fund’s shareholders, and that the recipient agrees or has a duty to keep the information confidential and agrees not to trade directly or indirectly based on the information or to use the information to form a specific recommendation about whether to invest in the Fund or any other security. Accordingly, all of the persons with whom an arrangement is made for non-public disclosure will have satisfied the aforementioned requirements. Under no circumstances may the Trust, Thrivent Asset Mgt. or their affiliates receive any consideration or compensation for disclosing the information.

In accordance with these policies and procedures, the Funds have ongoing arrangements to provide the Funds’ portfolio holdings information to the custodian, proxy voting agent, pricing service vendor and securities lending agent at the end of each day; to Lipper, Vickers Stock Research Corporation, Thompson Financial and Standard and Poor’s on a monthly basis one day after the end of the month; to Morningstar, Inc. on a monthly basis 60 days after the end of the month; to Callan Associates on a quarterly basis one day after the end of a calendar quarter; and to Bloomberg on a quarterly basis 60 days after the end of a Fund’s fiscal quarter.

As part of the annual review of the compliance policies and procedures of the Funds, the Chief Compliance Officer will discuss the operation and effectiveness of this policy and any changes to the Policy that have been made or recommended with the Board.

Investment Limitations

The fundamental investment restrictions for the Funds are set forth below. These fundamental investment restrictions may not be changed by a Fund except by the affirmative vote of a majority of the outstanding voting securities of that Fund as defined in the 1940 Act. (Under the 1940 Act, a “vote of the majority of the outstanding voting securities” means the vote, at a meeting of security holders duly called, (i) of 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (ii) of more than 50% of the outstanding voting securities, whichever is less (a “1940 Act Majority Vote”).) Under these restrictions, with respect to each Fund:

None of the Funds may borrow money, except that a Fund may borrow money (through the issuance of debt securities or otherwise) in an amount not exceeding one-third of the Fund’s total assets immediately after the time of such borrowing.

None of the Funds may issue senior securities, except as permitted under the 1940 Act or any exemptive order or rule issued by the SEC.

None of the Funds will, with respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements fully collateralized by U.S. Government securities and other investment companies) if (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested

in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. This restriction does not apply to the Thrivent Asset Allocation Funds, which are “non-diversified” within the meaning of the 1940 Act.

None of the Funds may buy or sell real estate, except that any Fund may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, and (iv) hold and sell real estate acquired by the Fund as a result of the ownership of securities.

None of the Funds may purchase or sell commodities or commodity contracts, except that any Fund may purchase and sell derivatives (including but not limited to options, futures contracts and options on futures contracts) whose value is tied to the value of a financial index or a financial instrument or other asset (including, but not limited to, securities indexes, interest rates, securities, currencies and physical commodities).

None of the Funds may make loans, except that any Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies.

None of the Funds will underwrite the securities of other issuers, except where the Fund may be deemed to be an underwriter for purposes of certain federal securities laws in connection with the disposition of portfolio securities; with investments in other investment companies; and with loans that a Fund may make pursuant to its fundamental investment restriction on lending.

None of the Funds will purchase a security if, after giving effect to the purchase, more than 25% of its total assets would be invested in the securities of one or more issuers conducting their principal business activities in the same industry, except that this restriction does not apply to Government Securities (as such term is defined in the 1940 Act). This restriction does not apply to the Thrivent Asset Allocation Funds, which primarily invest in other Funds of the Trust that could be considered to be in the same industry. In addition, with respect to the Thrivent Money Market Fund, this restriction does not apply to instruments issued by domestic banks.

The following nonfundamental investment restriction may be changed without shareholder approval. Under this restriction:

None of the Funds will purchase any security while borrowings, including reverse repurchase agreements, representing more than 5% of the Fund’s total assets are outstanding. The Funds intend to limit borrowings to amounts borrowed from a bank, reverse repurchase agreements (insofar as they are considered borrowings), or an interfund lending agreement.

The fundamental investment restriction with respect to industry concentration (number 8 above) will be applied pursuant to SEC policy at 25% (instead of “more than 25%”) of a Fund’s total assets.

The fundamental investment restriction with respect to diversification (number 3 above) will be applied so securities issued by U.S. Government agencies, instrumentalities, or authorities will be eligible for the exception only if those securities qualify as a “Government Security” under the 1940 Act.

The exception for exemptive orders in the fundamental investment restriction with respect to senior securities (number 2 above) will be applied only for exemptive orders issued to the Funds.

The Trust has received an exemptive order from the SEC that allows the Funds to engage in an interfund lending program. In an interfund lending arrangement, the Funds directly lend to and borrow money from each other for temporary purposes. This arrangement allows the borrowing Funds to borrow at a lower interest rate than banks offer, allows lending Funds to earn extra income, and reduces the need for bank lines of credit.

Section 17(a) of the 1940 Act makes it unlawful for an affiliated person of a registered investment company, and underwriter, or a promoter (or any affiliated person thereof), acting as principal, to engage in “self-dealing,” i.e., knowingly sell any security (other than securities the buyer or seller issues) or other property to the company or to buy any security (other than securities the investment company issues) or other property from the company. Because an interfund lending arrangement raises issues under Section 17(a), along with other sections of the 1940 Act, its use requires an order for exemptive relief from the SEC. The Funds’ interfund lending arrangement is designed to ensure that each Fund has an equal opportunity to borrow and lend on equal terms consistent with its investment policies and limitations.

Section 18(g) of the 1940 Act defines a “senior security” as any bond, debenture, note, or similar obligation constituting a security and evidencing indebtedness. Section 18(f)(1) of the 1940 Act prohibits an open-end investment company from issuing senior securities but permits borrowings from a bank if immediately after the borrowing there is asset coverage of at least 300% and provided further that, in the event that such asset coverage falls below 300%, the investment company will, within 3 days (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%. The SEC staff has taken the position that a fund may engage in certain leveraged transactions, such as short sales and financial futures contracts, without violating Section 18(f)(1) if it segregates fund assets.

Each of the Funds, other than the Thrivent Asset Allocation Funds, has adopted a non-fundamental policy that prohibits it from acquiring any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act. This policy is required as a condition for the ability of the Thrivent Asset Allocation Funds to invest in other Funds of the Trust.

MANAGEMENT OF THE FUNDS

Board of Trustees and Executive Officers

The Board of Trustees is responsible for the management and supervision of the Funds’ business affairs and for exercising all powers except those reserved to the shareholders. Each Trustee oversees each of 26 series of the Trust and also serves as:

•

Director of Thrivent Series Fund, Inc., a registered investment company consisting of 41 Portfolios that serve as underlying funds for variable contracts issued by Thrivent Financial and Thrivent Life Insurance Company (“TLIC”) and investment options in the retirement plan offered by Thrivent Financial.

•

Trustee of Thrivent Financial Securities Lending Trust, a registered investment company consisting of one Portfolio that serves as a cash collateral fund for a securities lending program sponsored by Thrivent Financial.

Interested Trustees (1)

Name, Address and Age

Position
with Trust and
Length of Service (2)

Number of
Portfolios in
Fund
Complex
Overseen by
Trustee

Principal Occupation
During Past 5 Years

Other
Directorships
Held by Trustee

Russell W. Swansen

625 Fourth Avenue South

Minneapolis, MN

Age 52

Trustee since 2009

Senior Vice President, Chief Investment Officer, Thrivent Financial since 2003

None

Independent Trustees (3)


Name, Address and Age	Position with Trust and Length of Service (2)	Number of Portfolios in Fund Complex Overseen by Trustee	Principal Occupation During the Past 5 Years	Other Directorships Held by Trustee
F. Gregory Campbell 625 Fourth Avenue South Minneapolis, MN Age 70	Trustee since 1992	68	President, Carthage College	Director, Optique Funds, Inc., an investment company consisting of four portfolios; Director, Kenosha Hospital and Medical Center Board; Director, Prairie School Board; Director, United Health Systems Board

Herbert F. Eggerding, Jr. 625 Fourth Avenue South Minneapolis, MN Age 72	Trustee since 2003	68	Management consultant to several privately owned companies	None

Noel K. Estenson 625 Fourth Avenue South Minneapolis, MN Age 71	Trustee since 2004	68	Retired	None


Name, Address and Age	Position with Trust and Length of Service (2)	Number of Portfolios in Fund Complex Overseen by Trustee	Principal Occupation During the Past 5 Years	Other Directorships Held by Trustee
Richard L. Gady 625 Fourth Avenue South Minneapolis, MN Age 66	Trustee since 1987	68	Retired; previously Vice President, Public Affairs and Chief Economist, ConAgra, Inc. (agribusiness)	None

Richard A. Hauser 625 Fourth Avenue South Minneapolis, MN Age 67	Trustee since 2004	68	Vice President and Assistant General Counsel, Boeing Company since 2007; President, National Legal Center for the Public Interest from 2004 to 2007; General Counsel, U.S. Department of Housing and Urban Development from 2001 to 2004; Partner, Baker & Hostetler, 1986 to 2001	None

Paul R. Laubscher 625 Fourth Avenue South Minneapolis, MN Age 53	Trustee since 2009	68	Portfolio Manager for U.S. and international equity portfolios and private real estate portfolios of IBM Retirement Funds	None

Connie M. Levi 625 Fourth Avenue South Minneapolis, MN Age 70	Chairperson since 2009 and Trustee since 2004	68	Retired	None

Douglas D. Sims 625 Fourth Avenue South Minneapolis, MN Age 63	Trustee since 2006	68	Retired; previously Chief Executive Officer of CoBank from 1994 to 2006	Director, Keystone Neighborhood Company, Keystone Center and Keystone Science School

Constance L. Souders 625 Fourth Avenue South Minneapolis, MN Age 59	Trustee since 2007	68	Retired; previously Director from 1983 to 2007, Executive Vice President from 2001 to 2007, AML Compliance Officer from 2003 to 2007, Chief Financial Officer from 2000 to 2005, Chief Administrative Officer from 2000 to 2005 and Treasurer from 1992 to 2005 of Harbor Capital Advisors, Inc.; Director from 1992 to 2007, President from 2000 to 2007 and AML Compliance Officer from 2003 to 2007 of Harbor Services Group, Inc.; Director from 1992 to 2007, Executive Vice President from 2001 to 2007, Chief Compliance Officer from 2004 to 2007, AML Compliance Officer from 2003 to 2007, Supervisory Registered Principal from 2000 to 2007, Interim President from 2002 to 2003, Treasurer from 2000 to 2005 and Secretary from 2000 to 2005 of Harbor Funds Distributors, Inc.; Vice President from 2000 to 2007, Chief Financial Officer from 2000 to 2005 and Treasurer from 1992 to 2005 of Harbor Funds	None

Executive Officers


Name, Address and Age	Position with Trust and Length of Service (2)	Principal Occupation During the Past 5 Years
Russell W. Swansen 625 Fourth Avenue South Minneapolis, MN Age 52	President since 2008; previously, Vice President since 2004	Senior Vice President and Chief Investment Officer, Thrivent Financial since 2003

David S. Royal 625 Fourth Avenue South Minneapolis, MN Age 38	Secretary and Chief Legal Officer since 2006	Vice President and Managing Counsel, Thrivent Financial since 2006; Partner, Kirkland & Ellis LLP from 2004 to 2006

Katie S. Kloster 625 Fourth Avenue South Minneapolis, MN Age 45	Vice President and Investment Company and Investment Adviser Chief Compliance Officer since 2004	Vice President and Investment Company and Investment Adviser Chief Compliance Officer since 2004

Gerard V. Vaillancourt 625 Fourth Avenue South Minneapolis, MN Age 42	Treasurer and Principal Accounting Officer since 2005	Vice President, Mutual Fund Accounting since 2006; Head of Mutual Fund Accounting, Thrivent Financial from 2005 to 2006; Director, Fund Accounting Administration, Thrivent Financial from 2002 to 2005

Janice M. Guimond 625 Fourth Avenue South Minneapolis, MN Age 45	Vice President since 2005	Vice President, Investment Operations, Thrivent Financial since 2004

Karl D. Anderson 625 Fourth Avenue South Minneapolis, MN Age 48	Vice President since 2006	Vice President, Products, Thrivent Financial

Brian W. Picard 4321 North Ballard Road Appleton, WI Age 39	Vice President and Anti-Money Laundering Officer since 2006	Director, Business Control Services, Thrivent Financial since 2006; Manager, Field and Securities Compliance, Thrivent Financial from 2002 to 2006

Mark D. Anema 625 Fourth Avenue South Minneapolis, MN Age 49	Assistant Vice President since 2007	Vice President, Accumulation and Retirement Income Solutions, Thrivent Financial since 2007; Vice President, Strategic Planning, Thrivent Financial from 2004 to 2007

James M. Odland 625 Fourth Avenue South Minneapolis, MN Age 54	Assistant Secretary since 2006	Vice President, Managing Counsel, Thrivent Financial since 2005; Senior Securities Counsel, Allianz Life Insurance Company from January 2005 to August 2005; Vice President and Chief Legal Officer, Woodbury Financial Services, Inc. from 2003 to 2005

John L. Sullivan 625 Fourth Avenue South Minneapolis, MN Age 39	Assistant Secretary since 2007	Senior Counsel, Thrivent Financial since 2007; Senior Counsel, Division of Investment Management of the SEC from 2000 to 2007


Name, Address and Age	Position with Trust and Length of Service (2)	Principal Occupation During the Past 5 Years
Todd J. Kelly 4321 North Ballard Road Appleton, WI Age 40	Assistant Treasurer since 1999	Director, Fund Accounting Operations, Thrivent Financial

Sarah L. Bergstrom 625 Fourth Avenue South Minneapolis, MN Age 33	Assistant Treasurer since 2007	Director, Fund Accounting Administration, Thrivent Financial since 2007; Manager, Fund Accounting Administration, Thrivent Financial from 2005 to 2007; Manager, Mutual Fund Tax Reporting, Thrivent Financial from 2004 to 2005

(1)	“Interested person” of the Trust as defined in the 1940 Act by virtue of a position with Thrivent Financial. Mr. Swansen is considered an interested person because of his principal occupation with Thrivent Financial.

(2)	Each Trustee generally serves an indefinite term until her or his successor is duly elected and qualified. Officers generally serve at the discretion of the board until their successors are duly appointed and qualified.

(3)	The Trustees, other than Mr. Swansen, are not “interested persons” of the Trust and are referred to as “Independent Trustees.”

Committees of the Board of Trustees


Committee	Members (1)	Function	Meetings Held During Last Fiscal Year
Audit	F. Gregory Campbell, Herbert F. Eggerding, Jr., Noel K. Estenson, Richard L. Gady, Richard A. Hauser, Paul R. Laubscher, Connie M. Levi, Douglas D. Sims, Constance L. Souders	The 1940 Act requires that the Trusts’ independent auditors be selected by a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust. The Audit Committee is responsible for recommending the engagement or retention of the Trust’s independent accountants, reviewing with the independent accountants the plan and the results of the auditing engagement, approving professional services, including permitted non-audit services, provided by the independent accountants prior to the performance of such services, considering the range of audit and non-audit fees, reviewing the independence of the independent accountants, reviewing the scope and results of procedures of internal auditing, and reviewing the system of internal accounting control.	6


Committee	Members (1)	Function	Meetings Held During Last Fiscal Year
Contracts	F. Gregory Campbell, Herbert F. Eggerding, Jr., Noel K. Estenson, Richard L. Gady, Richard A. Hauser, Paul R. Laubscher, Connie M. Levi, Douglas D. Sims, Constance L. Souders	The function of the Contracts Committee is to assist the Board of Trustees in fulfilling its duties with respect to the review and approval of contracts between the Trust 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 of Trustees deems necessary or appropriate for the continuation of operations of each Fund.	5

Ethics and Compliance	F. Gregory Campbell, Herbert F. Eggerding, Jr., Noel K. Estenson, Richard L. Gady, Richard A. Hauser, Paul R. Laubscher, Connie M. Levi, Douglas D. Sims, Constance L. Souders	The function of the Ethics and Compliance Committee is to monitor the ethics of the Adviser and oversee the legal and regulatory compliance matters of the Funds.	4

Governance	F. Gregory Campbell, Herbert F. Eggerding, Jr., Noel K. Estenson, Richard L. Gady, Richard A. Hauser, Paul R. Laubscher, Connie M. Levi, Douglas D. Sims, Constance L. Souders	The Governance Committee assists the Board of Trustees in fulfilling its duties with respect to the governance of the Trust, including recommendations regarding evaluation of the Board of Trustees, compensation of the Trustees and composition of the committees and the Board’s membership. The Governance Committee makes recommendations regarding nominations for Trustees and will consider nominees suggested by shareholders sent to the attention of the President of the Trust.	4

(1)	The Independent Trustees serve as members of each Committee.

Beneficial Interest in the Funds by Trustees

The following tables provide information, as of December 31, 2009, regarding the dollar range of beneficial ownership by each Trustee in each series of the Trust. The dollar range shown in the third column reflects the aggregate amount of each Trustee’s beneficial ownership in all registered investment companies within the investment company complex that are overseen by the Trustee. For Independent Trustees only, the last column sets forth the dollar range of each Trustee’s deferred compensation, which is effectively invested in the Thrivent

Mutual Funds and allocated among individual Funds as determined by the Trustee. For more information on the deferred compensation plan and for the aggregate amount of each Trustee’s deferred compensation, see “Compensation of Trustees” below.

Interested Trustee


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies
Russell W. Swansen	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Independent Trustees


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	Dollar Range through Deferred Compensation
F. Gregory Campbell	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	Dollar Range through Deferred Compensation
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Herbert F. Eggerding, Jr.	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	Dollar Range through Deferred Compensation
Noel K. Estenson	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Richard L. Gady	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	Dollar Range through Deferred Compensation
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Richard A. Hauser	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Paul R. Laubscher	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	Dollar Range through Deferred Compensation
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Connie M. Levi	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Douglas D. Sims	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund


Name of Trustee	Dollar Range of Beneficial Ownership in the Funds	Aggregate Dollar Range of Beneficial Ownership in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	Dollar Range through Deferred Compensation
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Constance L. Souders	Thrivent Aggressive Allocation Fund
	Thrivent Moderately Aggressive Allocation Fund
	Thrivent Moderate Allocation Fund
	Thrivent Moderately Conservative Allocation Fund
	Thrivent Real Estate Securities Fund
	Thrivent Partner Small Cap Growth Fund
	Thrivent Partner Small Cap Value Fund
	Thrivent Small Cap Stock Fund
	Thrivent Mid Cap Growth Fund
	Thrivent Partner Mid Cap Value Fund
	Thrivent Mid Cap Stock Fund
	Thrivent Partner Worldwide Allocation Fund
	Thrivent Partner International Stock Fund
	Thrivent Large Cap Growth Fund
	Thrivent Large Cap Value Fund
	Thrivent Large Cap Stock Fund
	Thrivent Equity Income Plus Fund
	Thrivent Balanced Fund
	Thrivent High Yield Fund
	Thrivent Diversified Income Plus Fund
	Thrivent Municipal Bond Fund
	Thrivent Income Fund
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund
	Thrivent Money Market Fund

Compensation of Trustees

The Trust makes no payments to any of its officers for services performed for the Trust. The Independent Trustees are paid an annual compensation of $105,000 to attend meetings of the Board of Trustees of the Trust, the Board of Directors of Thrivent Series Fund, Inc., and the Board of Trustees of Thrivent Financial Securities Lending Trust. The Chairman is compensated an additional $47,000 per year; the Chair of the Contracts Committee and the Audit Committee Financial Expert is compensated an additional $36,500 per year for these positions; and the Chair of the Audit Committee is compensated an additional $15,500 per year. Independent Trustees are reimbursed by the Trust for any expenses they may incur by reason of attending Board meetings or in connection with other services they may perform in connection with their duties as Trustees of the Trust. The Trustees receive no pension or retirement benefits in connection with their service to the Trust.

The following table provides the amounts of compensation paid to the Trustees either directly or in the form of payments made into a deferred compensation plan for the fiscal year ended October 31, 2009:


Name, Position	Aggregate Compensation from Trust for One Year Ending October 31, 2009	Total Compensation Paid by Trust and the Investment Company Complex for One Year Ending October 31, 2009
F. Gregory Campbell Trustee	$49,352	$105,000
Herbert F. Eggerding, Jr. Trustee	$64,158	$136,500
Noel K. Estenson (1) Trustee	$49,352	$105,000
Richard L. Gady (1) Trustee	$49,352	$105,000
Richard A. Hauser (1) Trustee	$49,352	$105,000
Paul R. Laubscher Trustee	$36,923	$78,750
Connie M. Levi (1) Chairperson and Trustee	$69,093	$147,000
Douglas D. Sims (1) Trustee	$54,288	$115,500
Constance L. Souders (1) Trustee	$49,352	$105,000

(1)

The Trust has adopted a deferred compensation plan for the benefit of the Independent Trustees of the Trust who wish to defer receipt of a percentage of eligible compensation which they otherwise are entitled to receive from the Trust. Compensation deferred is effectively invested in the Thrivent Mutual Funds, the allocation of which is determined by the individual Trustee. The Trustees 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 Trustee’s return on compensation deferred is economically equivalent to an investment in the applicable Thrivent Mutual Funds. As of October 31, 2009, the total amount of deferred compensation payable to Mr. Estenson was $421,002; the total amount of deferred compensation paid to Mr. Eggerding was $117,547; the total amount of deferred compensation payable to Mr. Gady was $520,042; the total amount of deferred compensation payable to Mr. Hauser was $97,036; the total amount of deferred compensation payable to Ms. Levi was $83,480; the total amount of deferred compensation payable to Mr. Sims was $352,291; and the total amount of deferred compensation payable to Ms. Souders was $109,908.

SIGNIFICANT SHAREHOLDERS

As of February 1, 2010, the following were significant shareholders of a Fund’s securities. This list of shareholders includes affiliates of the Funds and the Funds themselves.


Name	Fund	Percent Owned

Thrivent Partner International Stock Fund	Thrivent Money Market Fund — Institutional Class

Thrivent Small Cap Stock Fund	Thrivent Money Market Fund — Institutional Class

Thrivent Moderate Allocation Fund	Thrivent Mid Cap Stock Fund — Institutional Class
	Thrivent Large Cap Growth Fund — Institutional Class
	Thrivent Large Cap Stock Fund — Institutional Class
	Thrivent Large Cap Value Fund — Institutional Class
	Thrivent Small Cap Stock Fund — Institutional Class
	Thrivent Mid Cap Growth Fund — Institutional Class
	Thrivent Partner Small Cap Growth Fund — Institutional Class
	Thrivent Partner Mid Cap Value Fund — Institutional Class
	Thrivent Partner Small Cap Value Fund — Institutional Class
	Thrivent Income Fund — Institutional Class
	Thrivent Real Estate Securities Fund — Institutional Class
	Thrivent High Yield Fund — Institutional Class
	Thrivent Limited Maturity Bond Fund — Institutional Class
	Thrivent Money Market Fund — Institutional Class
	Thrivent Partner Worldwide Allocation Fund — Institutional Class
	Thrivent Income Fund — Institutional Class
	Thrivent Partner International Stock Fund — Institutional Class
	Thrivent Equity Income Plus Fund — Institutional Class

Thrivent Moderately Aggressive Allocation Fund	Thrivent Mid Cap Stock Fund — Institutional Class
	Thrivent Large Cap Growth Fund — Institutional Class
	Thrivent Large Cap Stock Fund — Institutional Class
	Thrivent Large Cap Value Fund — Institutional Class
	Thrivent Partner International Stock Fund — Institutional Class
	Thrivent Small Cap Stock Fund — Institutional Class
	Thrivent Partner Small Cap Value Fund — Institutional Class
	Thrivent Income Fund — Institutional Class
	Thrivent Mid Cap Growth Fund — Institutional Class
	Thrivent Equity Income Plus Fund — Institutional Class


Name	Fund	Percent Owned
	Thrivent Money Market Fund — Institutional Class
	Thrivent Partner Worldwide Allocation Fund — Institutional Class
	Thrivent Real Estate Securities Fund — Institutional Class
	Thrivent High Yield Fund — Institutional Class
	Thrivent Limited Maturity Bond Fund — Institutional Class
	Thrivent Partner Mid Cap Value Fund — Institutional Class

Thrivent Aggressive Allocation Fund	Thrivent Mid Cap Stock Fund — Institutional Class
	Thrivent Large Cap Growth Fund — Institutional Class
	Thrivent Large Cap Stock Fund — Institutional Class
	Thrivent Money Market Fund — Institutional Class
	Thrivent Partner Worldwide Allocation Fund — Institutional Class
	Thrivent Real Estate Securities Fund — Institutional Class
	Thrivent Large Cap Value Fund — Institutional Class
	Thrivent Partner Intl. Stock Fund — Institutional Class
	Thrivent Small Cap Stock Fund — Institutional Class
	Thrivent Partner Small Cap Value Fund — Institutional Class
	Thrivent Mid Cap Growth Fund — Institutional Class
	Thrivent Partner Small Cap Growth Fund — Institutional Class
	Thrivent High Yield Fund — Institutional Class
	Thrivent Partner Mid Cap Value Fund — Institutional Class
	Thrivent Equity Income Plus Fund — Institutional Class

Thrivent Moderately Conservative Allocation Fund	Thrivent Mid Cap Stock Fund — Institutional Class
Thrivent Moderately Conservative Allocation Fund	Thrivent Income Fund — Institutional Class
	Thrivent Small Cap Stock Fund — Institutional Class
	Thrivent Large Cap Growth Fund — Institutional Class
	Thrivent Large Cap Value Fund — Institutional Class
	Thrivent Small Cap Value Fund — Institutional Class
	Thrivent Income Fund — Institutional Class
	Thrivent Real Estate Securities Fund — Institutional Class
	Thrivent High Yield Fund — Institutional Class
	Thrivent Limited Maturity Bond Fund — Institutional Class
	Thrivent Money Market Fund — Institutional Class
	Thrivent Equity Income Plus Fund — Institutional Class


Name	Fund	Percent Owned
	Thrivent Partner Worldwide Allocation Fund — Institutional Class
	Thrivent Mid Cap Value Fund — Institutional Class
	Thrivent Partner International Stock Fund — Institutional Share

Thrivent Financial for Lutherans (EDSOP Accounts) c/o Jeff Bergsbaken 4321 N. Ballard Road Appleton, WI 54919-0001	Thrivent Diversified Income Plus Fund — Institutional Class
	Thrivent Equity Income Plus Fund — Class A
	Thrivent Partner Worldwide Allocation Fund — Class A
	Thrivent Limited Maturity Bond Fund — Class B
	Thrivent Partner Small Cap Growth Fund — Class A
	Thrivent Partner Worldwide Allocation — Institutional Class
	Thrivent Partner Mid Cap Value Fund — Class A

Mitra & Co.	Thrivent Core Bond Fund — Institutional Class
FBO 6X
c/o Marshall & Ilsley Trust Company
11270 W. Park Place, Suite 400 Milwaukee, WI 53224-3638

Maril & Co.	Thrivent Municipal Bond Fund — Institutional Class
FBO 6X
c/o M&I Trust Company
11270 W. Park Place, Suite 400 Milwaukee, WI 53224-3638

Lutheran Community Foundation	Thrivent Small Cap Stock Fund — Institutional Class
625 Fourth Avenue South, Suite 1500 Minneapolis, MN 55415-1624	Thrivent Real Estate Securities Fund — Institutional Class
	Thrivent Core Bond Fund — Institutional Class

Metro Chicago Synod of ELCA 1420 Dickens Avenue Chicago, IL 60614-3004	Thrivent Diversified Income Plus Fund — Institutional Class

National Financial Services Corp.	Thrivent Mid Cap Stock Fund — Institutional Class
200 Liberty Street New York, NY 10281-1003	Thrivent Diversified Income Plus Fund — Institutional Class
	Thrivent Large Cap Value Fund — Institutional Class
	Thrivent Money Market Fund — Institutional Class
	Thrivent Large Cap Stock Fund — Institutional Class
	Thrivent Municipal Bond Fund — Institutional Class
	Thrivent Aggressive Allocation Fund — Institutional Class
	Thrivent Moderately Aggressive Allocation Fund — Institutional Class
	Thrivent Moderate Allocation Fund — Institutional Class


Name	Fund	Percent Owned
	Thrivent Moderately Conservative Allocation Fund — Institutional Share
	Thrivent Partner Small Cap Value Fund — Institutional Class
	Thrivent Partner International Stock Fund — Institutional Class
	Thrivent Mid Cap Growth Fund — Institutional Class
	Thrivent Limited Maturity Bond Fund — Institutional Class
	Thrivent Balanced Fund — Institutional Class

Thrivent Financial for Lutherans c/o Linda Mae Johnson IRA 504 W Brookshire Ave. Orange, CA 92865-2102	Thrivent Core Bond Fund — Class B

Thrivent Financial Bank Katherine H. Bennett Trustee Bennett Family Trust 26708 Osborn Road Bay Village, Ohio 44140-2441	Thrivent Money Market Fund — Class B

Linda M Suss 2016 Via Mariposa West, B Laguna Woods, CA 92637-2254	Thrivent Money Market Fund — Class B

Thrivent Financial Bank c/o F. Young Willingham 10083 West Geddes Circle Littleton, CO 80127-3453	Thrivent Money Market Fund — Class B

Community Foundation of the Upper Peninsula 2500 7th Avenue South Suite 103 Escanaba, MI 49829-1176	Thrivent Moderate Allocation Fund — Institutional Class

Jordan Evangelical Lutheran Church 1642 South 77th Street Milwaukee, WI 93214-4635	Thrivent Moderately Conservative Allocation Fund — Institutional Class

Christ Lutheran Church 1125 Mahoning Street Milton, PA 17847-7746	Thrivent Moderately Conservative Allocation Fund — Institutional Class

Messiah Lutheran Church 503 Lafayettee Avenue Mounds View, WV 26041-1953	Thrivent Diversified Income Plus Fund — Institutional Class

Management Ownership

As of February 1, 2010, the officers and Trustees as a group owned less than 1% of a Fund’s share Class.

Material Transactions with Independent Trustees.

No Independent Trustee of the Trust or any immediate family member of an Independent Trustee 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 Funds, 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 Funds exceeding $120,000. In addition, no Independent Trustee of the Trust 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 Trust; an officer of the Trust; an investment company or an officer of any investment company having the same investment adviser, subadviser or principal underwriter as the Funds 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 Funds; the Funds’ investment adviser or principal underwriter; an officer of the Funds’ 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 Funds (an “Associated Person”). No Independent Trustee of the Trust or a member of the immediate family of an Independent Trustee 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.

INVESTMENT ADVISER, INVESTMENT SUBADVISERS, AND PORTFOLIO MANAGERS

Investment Adviser

The Funds’ investment adviser Thrivent Asset Mgt. was organized as a Delaware limited liability company on September 23, 2005. Thrivent Asset Mgt. is a wholly owned subsidiary of Thrivent Life Insurance Company and is an indirect wholly owned subsidiary of Thrivent Financial.

Thrivent Asset Mgt., 625 Fourth Avenue South, Minneapolis, Minnesota 55415 is the investment adviser for each of the Funds. The officers and directors of Thrivent Asset Mgt. who are affiliated with the Trust are set forth below under “Affiliated Persons.”

Investment decisions for each of the Funds (except for Thrivent Partner Small Cap Growth Fund, Thrivent Partner Small Cap Value Fund, Thrivent Partner Mid Cap Value Fund, Thrivent Partner Worldwide Allocation Fund (excluding the portion invested in U.S. securities) and Thrivent Partner International Stock Fund (collectively, the “Subadvised Funds”)) are made by Thrivent Asset Mgt., subject to the overall direction of the Board of Trustees. Thrivent Asset Mgt. also provides investment research and supervision of each of the Fund’s investments (except for the investments of the Subadvised Funds that are not managed, as noted above, by Thrivent Asset Mgt.) and conducts a continuous program of investment evaluation and appropriate disposition and reinvestment of these assets.

Thrivent Asset Mgt. Portfolio Managers

Other Accounts Managed by the Thrivent Asset Mgt. Portfolio Managers

The following table provides information relating to other accounts managed by the Thrivent Asset Mgt. portfolio managers as of October 31, 2009 (unless otherwise noted):


	Other Registered Investment Companies (1)			Other Accounts
Portfolio Manager	# of Accounts Managed	Assets Managed		# of Accounts Managed	Assets Managed
Russell W. Swansen
David C. Francis
Mark L. Simenstad			²
Darren M. Bagwell
David A. Maule
Kevin R. Brimmer		³			⁴
Andrea J. Thomas
Brian J. Flanagan
Scott A. Vergin
Matthew D. Finn
Reginald L. Pfeifer		⁵			⁵
Michael G. Landreville
Gregory R. Anderson
Paul J. Ocenasek		⁶
David R. Spangler		⁵			⁵
Stephen D. Lowe
Janet I. Grangaard
William D. Stouten

None of the Thrivent Asset Mgt. portfolio managers manage assets in pooled investment vehicles, and none of the accounts identified above have an investment advisory fee that is based on the performance of the account.

(1)

The “Other Registered Investment Companies” represent (a) series of Thrivent Series Fund, Inc., which have substantially similar investment objectives and policies as the Fund(s) managed by the portfolio manager listed, and (b) Thrivent Financial Securities Lending Trust, in the case of William D. Stouten.

(2)

As of December 31, 2009, the Assets Managed totaled $ .

(3)

As of December 31, 2009, the Assets Managed totaled $ .

(4)

As of December 31, 2009, the Assets Managed totaled $ .

(5)	Assets Managed are as of December 31, 2009.

(6)	As of December 31, 2009, the Assets Managed totaled $ .

Compensation

Each portfolio manager of Thrivent Asset Mgt. is compensated by an annual base salary and an annual bonus, in addition to the various benefits that are available to all employees of Thrivent Financial. The annual base salary for each portfolio manager is a fixed amount that is determined annually according to the level of responsibility and performance. The annual bonus provides for a variable payment that is attributable to the relative pre-tax performance of each fund or account managed by the portfolio manager measured for one- and three-year periods against the median performance of other funds in the same peer group, as classified by Lipper, Inc., or an index constructed with comparable criteria. Some portfolio managers also participate in Thrivent Financial’s long-term incentive plan, which provides for an additional variable payment based on the extent to which Thrivent Financial met corporate goals related to the value of new business during the previous three-year period.

Conflicts of Interest

Portfolio managers at Thrivent Asset Mgt. typically manage multiple accounts. These accounts may include, among others, mutual funds, proprietary accounts and separate accounts (assets managed on behalf of pension funds, foundations and other investment accounts). The management of multiple funds and accounts may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees. In addition, the side-by-side management of these funds and accounts may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades. Thrivent Asset Mgt. seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, Thrivent Asset Mgt. has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

Ownership in the Funds

The following table provides information as of October 31, 2009 on the dollar range of beneficial ownership by each portfolio manager for each Fund he or she manages. Dollar values disclosed with respect to the Thrivent Real Estate Securities Fund/Portfolio, the Thrivent Equity Income Plus Fund/Portfolio and the Thrivent Diversified Income Plus Fund/Portfolio are as of December 31, 2009.


Portfolio Manager	Fund	Fund Ownership	Portfolio¹	Portfolio Ownership	Ownership in Fund Complex²
Russell W. Swansen	Thrivent Aggressive Allocation Fund		Thrivent Aggressive Allocation Portfolio
	Thrivent Moderately Aggressive Allocation Fund		Thrivent Moderately Aggressive Allocation Portfolio
	Thrivent Moderate Allocation Fund		Thrivent Moderate Allocation Portfolio
	Thrivent Moderately Conservative Allocation Fund		Thrivent Moderately Conservative Allocation Portfolio

David C. Francis	Thrivent Aggressive Allocation Fund		Thrivent Aggressive Allocation Portfolio
	Thrivent Moderately Aggressive Allocation Fund		Thrivent Moderately Aggressive Allocation Portfolio
	Thrivent Moderate Allocation Fund		Thrivent Moderate Allocation Portfolio
	Thrivent Moderately Conservative Allocation Fund		Thrivent Moderately Conservative Allocation Portfolio
	Thrivent Partner Worldwide Allocation Fund		Thrivent Partner Worldwide Allocation Portfolio


Portfolio Manager	Fund	Fund Ownership	Portfolio¹	Portfolio Ownership	Ownership in Fund Complex²
Mark L. Simenstad	Thrivent Aggressive Allocation Fund		Thrivent Aggressive Allocation Portfolio		³
	Thrivent Moderately Aggressive Allocation Fund		Thrivent Moderately Aggressive Allocation Portfolio
	Thrivent Moderate Allocation Fund		Thrivent Moderate Allocation Portfolio
	Thrivent Moderately Conservative Allocation Fund		Thrivent Moderately Conservative Allocation Portfolio
	Thrivent Diversified Income Plus Fund		Thrivent Diversified Income Plus Portfolio

Darren M. Bagwell	Thrivent Balanced Fund

David A. Maule	Thrivent Small Cap Stock Fund		Thrivent Small Cap Stock Portfolio

Kevin R. Brimmer			Thrivent Small Cap Index Portfolio		³
			Thrivent Mid Cap Index Portfolio
			Thrivent Large Cap Index Portfolio
	Thrivent Equity Income Plus Fund		Thrivent Equity Income Plus Portfolio
			Thrivent Balanced Portfolio
	Thrivent Diversified Income Plus Fund		Thrivent Diversified Income Plus Portfolio

Andrea J. Thomas	Thrivent Mid Cap Growth Fund		Thrivent Mid Cap Growth Portfolio Thrivent Mid Cap Growth Portfolio II

Brian J. Flanagan	Thrivent Mid Cap Stock Fund		Thrivent Mid Cap Stock Portfolio

Scott A. Vergin	Thrivent Large Cap Growth Fund		Thrivent Large Cap Growth Portfolio
	Thrivent Large Cap Stock Fund		Thrivent Large Cap Growth Portfolio II
			Thrivent Large Cap Stock Portfolio

Matthew D. Finn	Thrivent Large Cap Value Fund		Thrivent Large Cap Value Portfolio
	Thrivent Large Cap Stock Fund		Thrivent Large Cap Stock Portfolio

Reginald L. Pfeifer	Thrivent Real Estate Securities Fund		Thrivent Real Estate Securities Portfolio		⁴


Portfolio Manager	Fund	Fund Ownership	Portfolio¹	Portfolio Ownership	Ownership in Fund Complex²
Michael G. Landreville	Thrivent Balanced Fund		Thrivent Balanced Portfolio
			Thrivent Bond Index Portfolio
	Thrivent Core Bond Fund
	Thrivent Government Bond Fund
	Thrivent Limited Maturity Bond Fund		Thrivent Limited Maturity Bond Portfolio

Gregory R. Anderson	Thrivent Balanced Fund
	Thrivent Core Bond Fund
	Thrivent Limited Maturity Bond Fund		Thrivent Limited Maturity Bond Portfolio

Paul J. Ocenasek	Thrivent High Yield Fund		Thrivent High Yield Portfolio		³
	Thrivent Diversified Income Plus Fund		Thrivent Diversified Income Plus Portfolio

David R. Spangler	Thrivent Diversified Income Plus Fund		Thrivent Diversified Income Plus Portfolio		⁴
	Thrivent Equity Income Plus Fund		Thrivent Equity Income Plus Portfolio

Stephen D. Lowe	Thrivent Income Fund		Thrivent Income Portfolio

Janet I. Grangaard	Thrivent Municipal Bond Fund

William D. Stouten	Thrivent Money Market Fund		Thrivent Money Market Portfolio

(1)	Each Portfolio listed is a series of Thrivent Series Fund, Inc., is managed by the same portfolio manager(s) and has substantially similar investment objectives and policies to the corresponding Fund listed.

(2)	Ownership in Fund Complex includes investments in Thrivent Mutual Funds and Thrivent Series Fund, Inc.

(3)	As of October 31, 2009 and December 31, 2009.

(4)	As of December 31, 2009.

Investment Subadvisers

Thrivent Asset Mgt. has engaged the following subadvisers for Thrivent Partner Small Cap Growth Fund, Thrivent Partner Small Cap Value Fund, Thrivent Partner Mid Cap Value Fund, Thrivent Partner International Stock Fund and, to the extent invested in non-U.S. securities, Thrivent Partner Worldwide Allocation Fund. Investment decisions for those Funds are made by the subadvisers, subject to the overall direction of the Board of Trustees and Thrivent Asset Mgt.

Thrivent Partner Small Cap Growth Fund

Investment decisions for the Thrivent Partner Small Cap Growth Fund are made by Turner Investment Partners, Inc. (“Turner”).

Turner was founded in 1990 and is organized as a Pennsylvania corporation. Robert E. Turner (Chairman and Chief Investment Officer of Turner) may be deemed to be a controlling person of Turner under the 1940 Act. As of December 31, 2009, Turner managed approximately $ billion in assets including separate accounts and mutual funds. Turner is located at 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312.

Turner Portfolio Managers

Other Accounts Managed by the Turner Portfolio Managers

The following table provides information relating to other accounts managed by the Turner portfolio managers as of October 31, 2009:


Name Team Member	Type of Accounts	Total # of Accounts Managed	Total Assets	# of Accounts Managed with Advisory Fee Based on Performance	Total Assets with Advisory Fee Based on Performance
William C. McVail	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Frank L. Sustersic	Registered investment companies
	Other pooled investment vehicles
	Other accounts

Jason D. Schrotberger	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Rick Wetmore	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Heather F. McMeekin	Registered investment companies
	Other pooled investment vehicles
	Other accounts

Compensation

Turner’s investment professionals receive a base salary commensurate with their level of experience. Turner’s goal is to maintain competitive base salaries through review of industry standards, market conditions, and salary surveys. Bonus compensation, which is a multiple of base salary, is based on the performance of each individual’s sector and portfolio assignments relative to appropriate market benchmarks. In addition, each employee is eligible for equity awards. Turner believes this compensation provides incentive to attract and retain highly qualified people.

The objective performance criteria noted above accounts for 90% of the bonus calculation. The remaining 10% is based upon subjective, “good will” factors including teamwork, interpersonal relations, the individual’s

contribution to overall success of the firm, media and client relations, presentation skills, and professional development. Portfolio managers/analysts are reviewed on an annual basis. The Chief Investment Officer, Robert E. Turner, CFA, is responsible for setting base salaries, bonus targets, and making all subjective judgments related to an investment professionals’ compensation.

Conflicts of Interest

As is typical for many money managers, potential conflicts of interest may arise related to Turner’s management of accounts including the Fund where not all accounts are able to participate in a desired IPO, or other limited opportunity, relating to use of soft dollars and other brokerage practices, related to the voting of proxies, employee personal securities trading, and relating to a variety of other circumstances. In all cases, however, Turner believes it has written policies and procedures in place reasonably designed to prevent violations of the federal securities laws and to prevent material conflicts of interest from arising.

Ownership in the Fund

None of the Turner portfolio managers own shares of the subadvised Fund.

Thrivent Partner Small Cap Value Fund

Investment decisions for Thrivent Partner Small Cap Value Fund are made by T. Rowe Price Associates, Inc. (“T. Rowe Price”) which Thrivent Financial has engaged as investment subadviser for the Fund. T. Rowe Price is located at 100 East Pratt Street, Baltimore, Maryland 21202. T. Rowe Price has over 70 years of investment management experience and approximately $ billion of total assets under management as of December 31, 2009.

T. Rowe Price Portfolio Managers

Thrivent Partner Small Cap Value Fund is managed by an Investment Advisory Committee chaired by Preston G. Athey.

Other Accounts Managed by Mr. Athey.

The following table provides information relating to other accounts managed by Mr. Athey as of October 31, 2009.


	Total # of Accounts Managed	Total Assets
• registered investment companies:
• other pooled investment vehicles:
• other accounts:

None of the accounts listed above have performance-based advisory fees.

Compensation

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant. Occasionally, portfolio managers will also have the opportunity to participate in venture capital partnerships. Compensation is variable and is determined based on the following factors.

Investment performance over one-, three-, five-, and 10-year periods is the most important input. T. Rowe Price evaluates performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are determined with reference to the broad based index (ex. S&P 500) and an applicable Lipper index (ex. Small-Cap Core Funds), though other benchmarks may be used as well. Investment results are also compared to comparably managed funds of competitive investment management firms.

Performance is primarily measured on a pre-tax basis though tax-efficiency is considered and is especially important for tax efficient funds. It is important to note that compensation is viewed with a long term time horizon. The more consistent a manager’s performance over time, the higher the compensation opportunity. The increase or decrease in a fund’s assets due to the purchase or sale of fund shares is not considered a material factor.

Contribution to T. Rowe Price’s overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring T. Rowe Price’s younger analysts, and being good corporate citizens are important components of T. Rowe Price’s long term success and are highly valued.

All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.

This compensation structure is used for all portfolios managed by the portfolio manager.

Conflicts of Interest

Portfolio managers at T. Rowe Price typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), Luxembourg SICAVs, and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price has adopted brokerage and trade allocation policies and procedures which it believes are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Portfolio Manager’s Compensation” section, our portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager.

Ownership in the Portfolios

Mr. Athey does not own shares of the subadvised Fund.

Thrivent Partner Mid Cap Value Fund

Investment decisions for Thrivent Partner Mid Cap Value Fund are made by Goldman Sachs Asset Management, L.P. (“GSAM”), 32 Old Slip, New York, New York 10005, which Thrivent Financial has engaged as investment subadviser for the Fund. GSAM has been registered as an investment adviser since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of December 31, 2009, GSAM, including its investment advisory affiliates, had assets under management of approximately $ billion.

GSAM Portfolio Managers

Other Accounts Managed by the GSAM Portfolio Managers

The following table provides information relating to other accounts managed by the members of the Value Team as of October 31, 2009.


Name Team Member	Type of Accounts	Total # of Accounts Managed	Total Assets in the Accounts (in $ millions)	# of Accounts Managed with Advisory Fee Based on Performance	Total Assets of with Advisory Fee Based on Performance (in $ millions)
Dolores Bamford	Registered investment companies
	Other pooled investment vehicles
	Other accounts

David L. Berdon	Registered investment companies
	Other pooled investment vehicles
	Other accounts

Andrew Braun	Registered investment companies
	Other pooled investment vehicles
	Other accounts
Sean A. Butkus	Registered investment companies
	Other pooled investment vehicles
	Other accounts

Scott Carroll	Registered investment companies
	Other pooled investment vehicles
	Other accounts

J. Kelly Flynn	Registered investment companies
	Other pooled investment vehicles
	Other accounts

Sean Gallagher	Registered investment companies
	Other pooled investment vehicles
	Other accounts

Compensation

The compensation package for the Value Team portfolio managers is comprised of a base salary and a performance bonus. The performance bonus is a function of each portfolio manager’s individual performance and his or her contribution to overall team performance. Portfolio managers are rewarded for their ability to outperform a benchmark while managing risk appropriately. Compensation is also influenced by the Value Team’s total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees. Anticipated compensation levels among competitor firms may also be considered, but are not a principal factor.

The performance bonus is significantly influenced by a three-year period of investment performance. The following criteria are considered:

•

Individual performance (relative, absolute)

•

Team Performance (relative, absolute)

•

Consistent performance that aligns with clients’ objectives

•

Achievement of top rankings (relative and competitive)

In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all portfolio managers in place including (i) a 401K program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio managers may also receive grants of restricted stock units and/or stock options as part of their compensation.

Certain GSAM portfolio managers may also participate in the firm’s Partner Compensation Plan, which covers many of the firm’s senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs’ overall financial performance.

Conflicts of Interest

GSAM’s portfolio managers are often responsible for managing one or more Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades. GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.

Ownership of the Portfolio

None of the Value Team members own shares of the subadvised Fund.

Thrivent Partner Worldwide Allocation Fund

Investment decisions for Thrivent Partner Worldwide Allocation Fund are made by Mercator Asset Management LP (“Mercator”), Principal Global Investors, LLC (“Principal”), Aberdeen Asset Management Investment Services Limited (“Aberdeen”), Victory Capital Management Inc. (“Victory”) and Goldman Sachs Asset Management, L.P. (“GSAM”). Mercator is located at 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486, and was founded in 1984. Mercator manages international equity funds for institutional clients, including corporate and public retirement plans, endowments, and foundations. As of December 31, 2009, Mercator managed approximately $ billion in assets including separate accounts, commingled funds and a mutual fund. Principal is located at 801 Grand Avenue, Des Moines, Iowa 50392. Principal is a directly wholly owned subsidiary of Principal Life Insurance Company. Principal and its predecessor firms have subadvised mutual fund assets since 1969. Principal, together with its affiliated asset management companies, had approximately $ billion in assets under management as of December 31, 2009. Aberdeen is located at One Bow Churchyard, London, England EC4M9HH and is a subsidiary of Aberdeen Asset Management PLC (“Aberdeen PLC”), which was organized in 1983. Aberdeen PLC is the parent company of an asset management group managing approximately $ billion in assets as of December 31, 2009 for a range of pension funds, financial institutions, investment trusts, unit trusts, offshore funds, charities and private clients. Victory is located at 127 Public Square, Cleveland, OH 44114 and, through predecessor firms, was organized in 1894. Victory began managing tax-exempt assets in 1912 and, as of December 31, 2009 Victory managed approximately $ billion in assets. GSAM is located at 32 Old Slip, New York, New York 10005. GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman Sachs. As of December 31, 2009, GSAM, including its investment advisory affiliates, had assets under management of approximately $ billion.

Mercator Portfolio Managers

Other Accounts Managed by Mercator Portfolio Managers

The following table provides information about the other accounts managed by the Mercator portfolio managers as of October 31, 2009.


Portfolio Manager	Type of Accounts	Total # of Accounts Managed	Total Assets	# of Accounts Managed with Advisory Fee Based on Performance	Total Assets with Advisory Fee Based on Performance
James E. Chaney	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Peter F. Spano	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Compensation

Mr. Chaney and Mr. Spano receive compensation that is equal to a pre-determined pro-rata share of Mercator’s net profitability. These pre-determined pro-rata shares are dependent upon their length of tenure with the firm, their level of responsibility and overall contribution. It is the only form of compensation that they receive and is very dependent upon the firm’s asset performance. They receive no base salary, are not part of a bonus system and receive no deferred compensation. Mr. Chaney and Mr. Spano are also offered an attractive retirement savings plan.

Conflicts of Interest

Mercator, as a fiduciary, has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. In order to comply with this duty, Mercator has a written Code of Ethics that requires that all Access Persons avoid conflicts of interest and avoid situations that have even the appearance of conflict or impropriety. If any conflict may arise with respect to a client, all material facts concerning such conflict must be fully disclosed.

Ownership of the Fund

Neither Mr. Chaney nor Mr. Spano own shares of the subadvised Fund.

Principal Portfolio Managers

Other Accounts Managed by Principal Portfolio Managers

The following table provides information about other accounts managed by the Principal portfolio managers as of October 31, 2009.


Portfolio Manager	Type of Accounts	Total # of Accounts Managed	Total Assets
John Pihlblad	Registered Investment Companies: Other Pooled Investment Vehicles: Other Accounts:

Steve Larson	Registered Investment Companies: Other Pooled Investment Vehicles: Other Accounts:

None of the accounts listed above has a performance-based advisory fee.

Compensation

Principal offers all employees a competitive salary and incentive compensation plan that is evaluated annually. Percentages of base salary versus performance bonus vary by position but are based on nationally competitive market data and are consistent with industry standards. Total cash compensation is targeted at the median of the market, and benefits are targeted slightly above median. The investment staff is compensated under a base salary plus variable annual bonus (incentive compensation). The incentive compensation plan for equity portfolio managers is 90% weighted to investment performance and 10% weighted to Principal’s annual performance score.

Investment performance is based on gross performance versus a benchmark, peer group or both, depending on the client mandate. Performance versus peers is measured for a period of up to three years (or shorter if the portfolio manager has managed the applicable portfolio for a period of less than three years).

Certain employees of Principal, which is a wholly owned subsidiary of Principal Financial Group, are eligible to participate in an Employee Stock Purchase Plan that allows the employees to purchase company stock at a 15% discount each quarter. In addition, through a 401(k) plan, employees are able to contribute to an Employee Stock Ownership Plan (ESOP) through which they can buy additional company stock.

Conflicts of Interest

Principal provides investment advisory services to numerous clients other than the Fund. The investment objectives and policies of these accounts may differ from those of the Fund. Based on these differing circumstances, potential conflicts of interest may arise because Principal may be required to pursue different investment strategies on behalf of the Fund and other client accounts. For example, Principal may be required to consider an individual client’s existing positions, personal tax situation, suitability, personal biases and investment time horizon, which considerations would not affect his investment decisions on behalf of the Fund. This means that research on securities to determine the merits of including them in the Fund’s portfolio are similar, but not identical, to those employed in building private client portfolios. As a result, there may be instances in which Principal purchases or sells an investment for one or more private accounts and not for the Fund, or vice versa. To the extent the Fund and other clients seek to acquire the same security at about the same time, the Fund may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security. Similarly, the Fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular security if the Portfolio Managers desire to sell the same portfolio security at the same time on behalf of other clients. On the other hand, if the same securities are bought or sold at the same time by more than one client, the resulting participation in volume transactions could produce better executions for the Fund.

Ownership of the Fund

Neither Mr. Pihlblad nor Mr. Larson own shares of the subadvised Fund.

Aberdeen Portfolio Manager

Other Accounts Managed by Aberdeen Portfolio Manager

The following table provides information about the other accounts managed by Devan Kaloo as of October 31, 2009.


Type of Accounts	Total # of Accounts Managed	Total Assets in the Accounts	# of Accounts Managed with Advisory Fee Based on Performance	Total Assets of with Advisory Fee Based on Performance (in $ millions)
Ÿ registered investment companies:
Ÿ other pooled investment vehicles:
Ÿ other accounts:

Compensation

Aberdeen compensates its portfolio managers for their management of particular assets. A portfolio manager’s compensation consists of an industry competitive salary and a year-end discretionary cash bonus based on the performance of the overall advisory organization, the emerging markets equity team and the contribution of the individual to the team’s performance. A portion of the bonus is typically paid in the form of stock of the advisory organization with a three-year vesting period.

Conflicts of Interest

An Aberdeen portfolio manager’s management of other accounts may give rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Fund. A potential conflict of interest may therefore arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. Aberdeen believes, however, that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.

Another potential conflict could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by the Aberdeen or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances.

Ownership of the Fund

Mr. Kaloo does not own shares of the subadvised Fund.

Victory Portfolio Manager

Other Accounts Managed by Victory Portfolio Manager

The following table provides information about the other accounts managed by Margaret Lindsay as of October 31, 2009.


	Total # of Accounts Managed	Total Assets
Ÿ registered investment companies:
Ÿ other pooled investment vehicles:
Ÿ other accounts:

None of the accounts listed above has a performance-based advisory fee.

Compensation

Victory’s compensation package for investment professionals includes a combination of base salary, annual cash bonus, and long-term deferred compensation. Bonuses are based on investment performance incentives and by the incremental growth in revenue of their respective strategies. Long-term compensation is directly tied to the net operating earnings growth of Victory and the performance of a portfolio of Victory strategies.

Conflicts of Interest

Portfolio managers at Victory typically manage multiple portfolios. Accounts participating in the same strategy are block traded to ensure that no account receives preferential treatment and to ensure consistency. In addition, all qualifying accounts participate in the composite and are, therefore, monitored for deviation via monthly composite reporting.

Ownership of the Fund

Ms. Lindsay does not own shares of the subadvised Fund.

GSAM Portfolio Managers

Other Accounts Managed by GSAM Portfolio Managers

The following table provides information about the other accounts managed by the GSAM portfolio managers as of October 31, 2009.


Portfolio Manager	Type of Accounts	Total # of Accounts Managed	Total Assets	# of Accounts Managed with Advisory Fee Based on Performance	Total Assets with Advisory Fee Based on Performance
Samuel Finkelstein	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Ricardo Penfold	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Owi Ruivivar, Ph.D	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Please note that all of GSAM’s fixed income portfolios are managed on a team basis. While lead portfolio managers may be associated with accounts in their specific strategy, the entire team is familiar with the general strategies and objectives and multiple individuals are involved in the management of a portfolio. GSAM believes this approach ensures a high degree of continuity of portfolio management style and knowledge.

For each portfolio manager listed above the total number of accounts managed is a reflection of accounts within the strategy they oversee or manage, as well as accounts which participate in the sector they manage. There are multiple portfolio managers involved with each account.

Compensation

GSAM’s Fixed Income Team’s (the “Fixed Income Team”) compensation package for its portfolio managers is comprised of a base salary and performance bonus. The base salary is fixed. However, the performance bonus is a function of each portfolio manager’s individual performance; the Fixed Income Team’s total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees; his or her contribution to the overall performance of the Fixed Income Team; the performance of GSAM; the profitability of Goldman Sachs; and anticipated compensation levels among competitor firms. Portfolio managers are rewarded for their ability to outperform a benchmark while managing risk exposure. The performance bonus for portfolio managers is significantly influenced by the following criteria: (1) overall pre-tax portfolio performance; (2) consistency of performance across accounts with similar profiles; (3) compliance with risk budgets; and (4) communication with other portfolio managers within the research process. In addition, the

following factors involving the overall performance of the investment style team are also considered when the amount of performance bonus is determined: (1) whether the teams’ performance exceeded performance benchmarks over one-year and three-year periods; (2) whether the team managed portfolios within a defined range around a targeted tracking error; (3) whether the team performed consistently with objectives and client commitments; (4) whether the team achieved top tier rankings and ratings (a consideration secondary to the above); and (5) whether the team managed all similarly mandated accounts in a consistent manner.

In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all portfolio managers in place including: (i) a 401(k) program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio managers may also receive grants of restricted stock units and/or stock options as part of their compensation.

Conflicts of Interest

GSAM’s portfolio managers are often responsible for managing the Fund as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades. GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. GSAM seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross-trades may be effected between a Funds and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.

Ownership of the Fund

Messrs. Finkelstein and Penfold and Ms. Ruivivar do not own shares of the subadvised Fund.

Thrivent Partner International Stock Fund

Investment decisions for Thrivent Partner International Stock Fund are made by Mercator Asset Management LP (“Mercator”) and Principal Global Advisors, LLC (“Principal”). Mercator is located at 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486, and was founded in 1984. Mercator manages international equity funds for institutional clients, including corporate and public retirement plans, endowments, and foundations. As of December 31, 2009, Mercator managed approximately $ billion in assets including separate accounts, commingled funds and a mutual fund. Principal is located at 801 Grand Avenue, Des Moines, Iowa 50392, and subadvises a portion of the Thrivent Partner International Stock Fund. Principal is a directly wholly-owned subsidiary of Principal Life Insurance Company. Principal and its predecessor firms have subadvised mutual fund assets since 1969. Principal, together with its affiliated asset management companies, had approximately $ in assets under management as of December 31, 2009.

Mercator Portfolio Managers

Other Accounts Managed by Mercator Portfolio Managers

The following table provides information about the other accounts managed by the Mercator portfolio managers as of October 31, 2009.


Portfolio Manager	Type of Accounts	Total # of Accounts Managed	Total Assets	# of Accounts Managed with Advisory Fee Based on Performance	Total Assets with Advisory Fee Based on Performance
James E. Chaney	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Peter F. Spano	Registered Investment Companies:
	Other Pooled Investment Vehicles:
	Other Accounts:

Compensation

Conflicts of Interest

Ownership of the Portfolio

Neither Mr. Chaney nor Mr. Spano own shares of the subadvised Fund.

Principal Global Investors, LLC Portfolio Managers

Other Accounts Managed by Principal Portfolio Managers

The following table provides information about other accounts managed by the Principal portfolio managers as of October 31, 2009.


Portfolio Manager	Type of Accounts	Total # of Accounts Managed	Total Assets
John Pihlblad	Registered Investment Companies: Other Pooled Investment Vehicles: Other Accounts:

Steve Larson	Registered Investment Companies: Other Pooled Investment Vehicles: Other Accounts:

None of the accounts listed above have performance-based advisory fees.

Compensation

Conflicts of Interest

Ownership of the Portfolio

Neither Mr. Pihlblad nor Mr. Larson own shares of the subadvised Fund.

Affiliated Persons

The following officers of Thrivent Asset Mgt., the Funds’ investment adviser, are affiliated with the Trust:


Affiliated Person	Position with Trust	Position with Thrivent Asset Mgt.
Russell W. Swansen	President	Elected Manager and President
David S. Royal	Secretary and Chief Legal Officer	General Counsel and Secretary
Katie S. Kloster	Vice President and Chief Compliance Officer	Chief Compliance Officer and Vice President
Janice M. Guimond	Vice President	Vice President

The Advisory and Subadvisory Agreements

The advisory agreement provides that Thrivent Asset Mgt. will provide overall investment supervision of the assets of each Fund. Thrivent Asset Mgt. furnishes and pays for all office space and facilities, equipment and clerical personnel necessary for carrying out the adviser’s duties under the advisory agreement. The adviser also pays all compensation of Trustees, officers and employees of the Trust who are the adviser’s affiliated persons. All costs and expenses not expressly assumed by the adviser under the advisory agreement are paid by the Funds, including, but not limited to: (a) interest and taxes; (b) brokerage commissions; (c) insurance premiums; (d) compensation and expenses of the Funds’ Trustees other than those affiliated with the adviser; (e) legal and audit expenses; (f) fees and expenses of the Trust’s custodian and transfer agent; (g) expenses incident to the issuance of the Trust’s shares, including stock certificates and issuance of shares on the payment of, or reinvestment of, dividends; (h) fees and expenses incident to the registration under Federal or state securities laws of the Trust or its shares; (i) expenses of preparing, printing and mailing reports and notices and proxy material to the Trust’s shareholders; (j) all other expenses incidental to holding meetings of the Trust’s shareholders; (k) dues or assessments of or contributions to the Investment Company Institute or its successor, or other industry organizations; (l) such non-recurring expenses as may arise, including litigation affecting the Trust and the legal obligations that the Trust may have to indemnify its officers and Trustees with respect thereto; and (m) all expenses that the Trust agrees to bear in any distribution agreement or in any plan adopted by the Trust pursuant to Rule 12b-1 under the Act.

The advisory agreement and subadvisory agreements will continue in effect from year to year only so long as such continuances are specifically approved at least annually by the Board of Trustees. The vote for approval must include the approval of a majority of the Trustees who are not interested persons (as defined in the Act). The advisory and subadvisory agreements terminate automatically upon assignment. With respect to a particular Fund, the advisory or subadvisory agreement, if any, is terminable at any time without penalty by the Board of Trustees or by the vote of a majority of the outstanding shares of such Fund. The adviser may terminate the agreement on 60 days written notice to the Trust.

Advisory Fees

The advisory contract between Thrivent Asset Mgt. and the Trust provides for the following advisory fees for each class of shares of a Fund, expressed as an annual rate of average daily net assets:


Thrivent Aggressive Allocation Fund
Fund assets invested in all asset types (including Thrivent mutual funds)

First $500 million:	0.150	%
Next $1.5 billion:	0.125	%
Over $2 billion:	0.100	%

Fund assets invested in assets other than Thrivent mutual funds:	0.600	%

Thrivent Moderately Aggressive Allocation Fund
Fund assets invested in all asset types (including Thrivent mutual funds)

First $500 million:	0.150	%
Next $1.5 billion:	0.125	%
Over $2 billion:	0.100	%

Fund assets invested in assets other than Thrivent mutual funds:	0.550	%

Thrivent Moderate Allocation Fund
Fund assets invested in all asset types (including Thrivent mutual funds)

First $500 million:	0.150	%
Next $1.5 billion:	0.125	%
Over $2 billion:	0.100	%

Fund assets invested in assets other than Thrivent mutual funds:	0.500	%


Thrivent Moderately Conservative Allocation Fund
Fund assets invested in all asset types (including Thrivent mutual funds)

First $500 million:	0.150	%
Next $1.5 billion:	0.125	%
Over $2 billion:	0.100	%

Fund assets invested in assets other than Thrivent mutual funds:	0.450	%

Thrivent Real Estate Securities Fund
First $500 million:	0.800	%
Over $500 million:	0.750	%

Thrivent Partner Small Cap Growth Fund
First $500 million:	0.900	%
Over $500 million:	0.800	%

Thrivent Small Cap Value Fund
All assets:	0.700	%

Thrivent Small Cap Stock Fund
First $200 million:	0.700	%
Next $800 million:	0.650	%
Next $1.5 billion:	0.600	%
Next $2.5 billion:	0.550	%
Over $5 billion:	0.525	%

Thrivent Mid Cap Growth Fund
First $100 million:	0.450	%
Next $150 million:	0.400	%
Next $250 million:	0.350	%
Next $500 million:	0.300	%
Over $1 billion:	0.250	%

Thrivent Partner Mid Cap Value Fund
First $200 million:	0.750	%
Over $200 million:	0.700	%

Thrivent Mid Cap Stock Fund
First $200 million:	0.700	%
Next $800 million:	0.650	%
Next $1.5 billion:	0.600	%
Next $2.5 billion:	0.550	%
Over $5 billion:	0.525	%

Thrivent Partner Worldwide Allocation Fund
First $250 million:	0.900	%
Over $250 million:	0.850	%

Thrivent Partner International Stock Fund
First $50 million:	0.650	%
Over $50 million:	0.600	%

Thrivent Large Cap Growth Fund
First $500 million:	0.750	%
Next $500 million:	0.700	%
Next $1.5 billion:	0.650	%
Next $2.5 billion:	0.600	%
Over $5 billion:	0.575	%


Thrivent Large Cap Value Fund
All assets:	0.450	%

Thrivent Large Cap Stock Fund
First $500 million:	0.650	%
Next $500 million:	0.575	%
Next $1 billion:	0.500	%
Next $500 million:	0.475	%
Next $2.5 billion:	0.450	%
Over $5 billion:	0.425	%

Thrivent Equity Income Plus Fund
First $250 million:	0.650	%
Over $250 million:	0.600	%

Thrivent Balanced Fund
First $500 million:	0.550	%
Next $500 million:	0.500	%
Next $1.5 billion:	0.475	%
Next $2.5 billion:	0.450	%
Over $5 billion:	0.425	%

Thrivent High Yield Fund
First $500 million:	0.400	%
Next $500 million:	0.350	%
Over $1 billion:	0.300	%

Thrivent Diversified Income Plus Fund
All assets:	0.550	%

Thrivent Municipal Bond Fund
First $500 million:	0.450	%
Next $500 million:	0.400	%
Next $1.5 billion:	0.350	%
Next $2.5 billion:	0.325	%
Over $5 billion:	0.300	%

Thrivent Income Fund
First $500 million:	0.350	%
Next $500 million:	0.325	%
Over $1 billion:	0.300	%

Thrivent Core Bond Fund
First $500 million:	0.450	%
Next $500 million:	0.400	%
Next $1.5 billion:	0.375	%
Next $2.5 billion:	0.350	%
Over $5 billion:	0.325	%

Thrivent Government Bond Fund
First $500 million:	0.400	%
Over $500 million:	0.350	%

Thrivent Limited Maturity Bond Fund
First $500 million:	0.300	%
Next $500 million:	0.275	%
Over $1 billion:	0.250	%


Thrivent Money Market Fund
First $500 million:	0.500	%
Next $250 million:	0.400	%
Next $250 million:	0.350	%
Next $1.5 billion:	0.325	%
Next $2.5 billion:	0.300	%
Over $5 billion:	0.275	%

As of March 1, 2010, the following contractual expense reimbursements, as a percentage of net assets, were in effect:


Fund	Class A	Institutional Class	Expiration Date
Thrivent Partner Small Cap Value Fund
Thrivent Core Bond Fund
Thrivent Money Market Fund

As of March 1, 2010, contractual expense reimbursements to limit expenses to the following percentages were in effect:


Fund	Class A	Institutional Class	Expiration Date
Thrivent Aggressive Allocation Fund
Thrivent Moderately Aggressive Allocation Fund
Thrivent Moderate Allocation Fund
Thrivent Moderately Conservative Allocation Fund
Thrivent Real Estate Securities Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Partner Worldwide Allocation Fund
Thrivent Large Cap Growth Fund
Thrivent Equity Income Plus Fund

Underlying Fund investments may include investments of temporary cash into an affiliated money market fund and/or investments in unaffiliated exchange traded funds or other unaffiliated investment companies. The waivers or reimbursements presented in the two tables above do not apply to the fees and expenses related to these underlying Fund investments.

The following table shows the total dollar amounts for investment advisory services each Fund paid during its past three fiscal years to its investment adviser (before giving effect to any expense reimbursements).


Fund	10/31/2009	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		$	580,139	$	450,214
Thrivent Moderately Aggressive Allocation Fund		$	1,285,287	$	989,424
Thrivent Moderate Allocation Fund		$	1,256,930	$	942,914
Thrivent Moderately Conservative Allocation Fund		$	529,868	$	340,585
Thrivent Real Estate Securities Fund¹		$	767,789	$	659,948
Thrivent Partner Small Cap Growth Fund		$	760,115	$	519,806
Thrivent Partner Small Cap Value Fund		$	1,014,737	$	1,017,708
Thrivent Small Cap Stock Fund		$	3,224,071	$	3,721,147
Thrivent Mid Cap Growth Fund		$	1,257,389	$	1,357,280
Thrivent Partner Mid Cap Value Fund		$	473,742	$	299,422
Thrivent Mid Cap Stock Fund		$	6,469,331	$	7,602,198


Fund	10/31/2009	10/31/2008		10/31/2007
Thrivent Partner Worldwide Allocation Fund²		$	567,190		N/A
Thrivent Partner International Stock Fund		$	3,604,749	$	3,876,547
Thrivent Large Cap Growth Fund		$	3,782,895	$	3,448,259
Thrivent Large Cap Value Fund		$	2,726,346	$	2,630,202
Thrivent Large Cap Stock Fund		$	14,667,711	$	17,581,084
Thrivent Equity income Plus Fund^2,3		$	147,087		N/A
Thrivent Balanced Fund		$	1,526,279	$	1,847,137
Thrivent High Yield Fund		$	2,253,527	$	2,372,244
Thrivent Diversified Income Plus Fund¹		$	852,662	$	1,022,485
Thrivent Municipal Bond Fund		$	4,900,198	$	4,944,427
Thrivent Income Fund		$	2,636,675	$	2,494,561
Thrivent Core Bond Fund		$	1,605,129	$	1,674,364
Thrivent Government Bond Fund⁴	N/A		N/A		N/A
Thrivent Limited Maturity Bond Fund		$	1,436,964	$	1,018,425
Thrivent Money Market Fund		$	6,327,557	$	5,652,340

1	For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007.

2	The Fund commenced operations on February 29, 2008.

3	For the fiscal years ended December 31, 2009 and December 31, 2008.

4	The Fund commenced operations on February 26, 2010.

The next table shows the total expenses reimbursed with respect to the Funds for the last three fiscal years.


Fund	10/31/2009	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		$	601,354	$	902,092
Thrivent Moderately Aggressive Allocation Fund		$	845,054	$	1,617,974
Thrivent Moderate Allocation Fund		$	449,572	$	1,223,278
Thrivent Moderately Conservative Allocation Fund		$	316,910	$	527,951
Thrivent Real Estate Securities Fund¹		$	71,876	$	187,836
Thrivent Partner Small Cap Growth Fund		$	14,055	$	124,322
Thrivent Partner Small Cap Value Fund		$	166,404	$	255,846
Thrivent Small Cap Stock Fund		$	87,065	$	112,770
Thrivent Mid Cap Growth Fund		$	101,583	$	54,024
Thrivent Partner Mid Cap Value Fund		$	28,076	$	155,129
Thrivent Mid Cap Stock Fund		$	78,096	$	130,045
Thrivent Partner Worldwide Allocation Fund²		$	211,478		N/A
Thrivent Partner International Stock Fund		$	37,705	$	24,819
Thrivent Large Cap Growth Fund		$	495,900	$	1,411,276
Thrivent Large Cap Value Fund		$	43,938	$	67,280
Thrivent Large Cap Stock Fund		$	265,935	$	311,372
Thrivent Equity income Plus Fund^2,3		$	70,804		N/A
Thrivent Balanced Fund		$	70,178	$	56,317
Thrivent High Yield Fund		$	87,264	$	122,224
Thrivent Diversified Income Plus Fund¹		$	76,272	$	337,904
Thrivent Municipal Bond Fund		$	13,757	$	24,117
Thrivent Income Fund		$	88,439	$	126,177
Thrivent Core Bond Fund		$	353,713	$	78,099
Thrivent Government Bond Fund⁴	N/A		N/A		N/A
Thrivent Limited Maturity Bond Fund		$	65,228	$	45,175
Thrivent Money Market Fund		$	2,915,095	$	2,416,101

1	For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007.

2	The Fund commenced operations on February 29, 2008.

3	For the fiscal years ended December 31, 2009 and December 31, 2008.

4	The Fund commenced operations on February 26, 2010.

Subadvisory Fees

Thrivent Asset Mgt. pays Turner an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Small Cap Growth Fund. With respect to the portfolio assets that are invested in companies that have market capitalizations that fall within the bottom half of the portfolio’s benchmark index, the Russell 2000® Growth Index (the “microcap portion”), the fee payable is equal to 0.80% of the average daily net assets in that portion. With respect to the portfolio assets other than the microcap portion (the “other portion”), the fee payable on the other portion is equal to 0.65% of the average daily net assets when the entire portfolio assets (including the microcap portion) (the “entire assets”) are no greater than $100 million, 0.60% of the average daily net assets when the entire assets are greater than $100 million but no greater than $350 million, and 0.575% of the average daily net assets when the entire assets are greater than $350 million. For purposes of calculating these breakpoints, the average daily net assets managed by Turner are aggregated with the average daily net assets of the Thrivent Partner Small Cap Growth Portfolio (including the microcap portion of that Portfolio) managed by Turner. This Portfolio is a series of Thrivent Series Fund, Inc. Turner was paid $190,081 for its subadvisory services for the year ended October 31, 2007, $360,424 for the year ended October 31, 2008 and for the year ended October 31, 2009.

Thrivent Asset Mgt. pays T. Rowe Price an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Small Cap Value Fund. The fee payable is equal to 0.60% of Thrivent Partner Small Cap Value Fund’s average daily net assets. T. Rowe Price was paid $872,321 for its subadvisory services in the year ended October 31, 2007, $869,775 for the year ended October 31, 2008 and for the year ended October 31, 2009.

Thrivent Asset Mgt. pays GSAM an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Mid Cap Value Fund. The fee payable is equal to 0.50% of the first $250 million of the average daily net assets managed by GSAM and 0.45% of average daily net assets managed by GSAM in excess of $250 million. GSAM was paid $199,615 for these subadvisory services the year ended October 31, 2007, $315,464 for the year ended October 31, 2008 and $ for the year ended October 31, 2009.¹

Thrivent Asset Mgt pays Mercator an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Worldwide Allocation Fund and Thrivent Partner International Stock Fund. The fee payable is equal to 0.75% of the first $25 million of average daily net assets managed by Mercator, 0.60% of the next $25 million of average daily net assets, 0.55% of the next $25 million of average daily net assets, 0.50% of the next $225 million of average daily net assets, 0.40% of the next $200 million of average daily net assets and 0.20% of average daily net assets over $500 million. Thrivent Asset Mgt. paid Mercator the following amounts for its subadvisory services during the last three years: $1,180,186 for the year ended October 31, 2007, $1,101,430 for the year ended October 31, 2008 and $ for the year ended October 31, 2009.²

Thrivent Asset Mgt. pays Principal an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Worldwide Allocation Fund and Thrivent Partner International Stock Fund. The fee payable is equal to 0.35% of the first $500 million of average daily net assets managed by Principal, 0.30% of the next $500 million of average daily net assets and 0.25% of the average daily net assets over $1.0 billion. Principal was paid the following amounts for the last three years $721,193 for its subadvisory services in the year ended October 31, 2007, $1,009,558 for the year ended October 31, 2008 and $ for the year ended October 31, 2009.²

¹	For purposes of calculating this breakpoint, the average daily net assets of the Thrivent Partner Mid Cap Value Fund are aggregated with the average daily net assets of the Thrivent Partner Mid Cap Value Portfolio, a series of the Thrivent Series Fund, Inc., for which GSAM also acts as subadviser.

²	For purposes of determining breakpoints, assets invested in Thrivent Partner Worldwide Allocation Portfolio and Thrivent Partner International Stock Portfolio, both series of Thrivent Series Fund, Inc., and managed by subadviser will be included in determining average daily net assets.

Thrivent Asset Mgt. pays Aberdeen an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Worldwide Allocation Fund. The fee payable is equal to 0.85% of the first $50 million of Thrivent Partner Worldwide Allocation Fund’s average daily net assets managed by Aberdeen; 0.72% of the next $50 million of the Fund’s average daily net assets managed by Aberdeen; and 0.68% of all of the Fund’s average daily net assets managed by Aberdeen in excess of $100 million. Aberdeen was paid $64,493 for its subadvisory services for the year ended October 31, 2008 and $ for the year ended October 31, 2009.³

Thrivent Asset Mgt. pays Victory an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Worldwide Allocation Fund. The fee payable is equal to 0.95% of the first $25 million of Thrivent Partner Worldwide Allocation Fund’s average daily net assets managed by Victory; 0.85% of the next $75 million of the Fund’s average daily net assets managed by Victory; and 0.80% of all of the Fund’s average daily net assets managed by Victory in excess of $100 million. Victory was paid $83,591 for its subadvisory services for the year ended October 31, 2008 and $ for the year ended October 31, 2009.⁴

Thrivent Asset Mgt. pays GSAM an annual subadvisory fee for the performance of subadvisory services for Thrivent Partner Worldwide Allocation Fund. The fee payable is equal to 0.55% of the first $50 million of Thrivent Partner Worldwide Allocation Fund’s average daily net assets managed by GSAM; 0.50% of the next $200 million of the Fund’s average daily net assets managed by GSAM; and 0.45% of all of the Fund’s average daily net assets managed by GSAM in excess of $250 million. GSAM was paid $35,934 for these subadvisory services for the year ended October 31, 2008 and $ for the year ended October 31, 2009.⁴

Code of Ethics

The Trust, Thrivent Asset Mgt. and the subadvisers have each adopted a code of ethics pursuant to the requirements of the 1940 Act. Under the Codes of Ethics, personnel are only permitted to engage in personal securities transactions in accordance with certain conditions relating to such person's position, the identity of the security, the timing of the transaction, and similar factors. Transactions in securities that may be held by the Funds are permitted, subject to compliance with applicable provisions of the Code. Personal securities transactions must be reported quarterly and broker confirmations of such transactions must be provided for review.

Proxy Voting Policies

The Trust has adopted the proxy voting policies of Thrivent Financial and Thrivent Asset Mgt. Those policies, and the proxy voting policies of each subadviser, are included in Appendix A. Information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling 1-800-847-4836. You may also review this information at the Thrivent Financial website (www.thrivent.com) or the SEC website (www.sec.gov)

³	For purposes of determining breakpoints, assets invested in Thrivent Partner Worldwide Allocation Portfolio and Thrivent Partner Emerging Markets Portfolio, both series of Thrivent Series Fund, Inc., and managed by subadviser will be included in determining average daily net assets.

⁴	For purposes of determining breakpoints, assets invested in Thrivent Partner Worldwide Allocation Portfolio, a series of Thrivent Series Fund, Inc., and managed by subadviser will be included in determining average daily net assets.

UNDERWRITING AND DISTRIBUTION SERVICES

The Funds’ principal underwriter and distributor, Thrivent Investment Management Inc. (“Thrivent Investment Mgt.”), is a Delaware corporation organized in 1986. Thrivent Investment Mgt. is an indirect wholly owned subsidiary of Thrivent Financial and is located at 625 Fourth Avenue South, Minneapolis, Minnesota 55415. The officers and directors of Thrivent Investment Mgt. who are affiliated with the Trust are set forth below under “Affiliated Persons.” Under an amended Distribution Contract (the “Distribution Contract”), Thrivent Investment Mgt. is granted the right to sell shares of the Funds as agent for the Trust. Thrivent Investment Mgt. offers the Funds’ shares for sale on a continuous basis through its sales force and has agreed to use its best efforts to secure purchasers for the shares of the Funds.

The Distribution Contract was initially approved by the Board of Trustees, including a majority of the Independent Trustees, on June 15, 1987 and will continue in effect from year to year so long as its continuance is approved at least annually by the Board of Trustees, including the Independent Trustees.

Underwriting Commissions

The Table below provides the total dollar amount of underwriting commissions received by Thrivent Investment Mgt. for the past three fiscal years of the Funds. Thrivent Investment Mgt. does not retain any of these amounts, which are used to pay commissions to financial representatives and other expenses. Thrivent Investment Mgt. does not receive compensation in connection with redemptions and repurchases or brokerage commissions.

Underwriting Commissions


Fund	10/31/2009	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		$	2,715,113	$	2,883,093
Thrivent Moderately Aggressive Allocation Fund		$	6,567,171	$	7,526,151
Thrivent Moderate Allocation Fund		$	5,848,150	$	6,352,629
Thrivent Moderately Conservative Allocation Fund		$	2,601,183	$	2,550,249
Thrivent Real Estate Securities Fund¹		$	50,529	$	152,007
Thrivent Partner Small Cap Growth Fund		$	14,515	$	17,296
Thrivent Partner Small Cap Value Fund		$	141,267	$	231,633
Thrivent Small Cap Stock Fund		$	479,838	$	629,814
Thrivent Mid Cap Growth Fund		$	360,947	$	420,467
Thrivent Partner Mid Cap Value Fund		$	17,081	$	55,101
Thrivent Mid Cap Stock Fund		$	792,563	$	1,125,609
Thrivent Partner Worldwide Allocation Fund²		$	117,748		N/A
Thrivent Partner International Stock Fund		$	410,112	$	653,568
Thrivent Large Cap Growth Fund		$	337,161	$	431,220
Thrivent Large Cap Value Fund		$	274,276	$	462,653
Thrivent Large Cap Stock Fund		$	2,354,815	$	2,942,935
Thrivent Equity Income Plus Fund^2,3		$	71,951		N/A
Thrivent Balanced Fund		$	288,213	$	368,681
Thrivent High Yield Fund		$	630,021	$	740,168
Thrivent Diversified Income Plus Fund¹		$	358,003	$	1,691,332
Thrivent Municipal Bond Fund		$	1,966,644	$	1,907,772
Thrivent Income Fund		$	385,422	$	413,058
Thrivent Core Bond Fund		$	280,943	$	279,050
Thrivent Government Bond Fund⁴	N/A		N/A		N/A
Thrivent Limited Maturity Bond Fund		$	—	$	—
Thrivent Money Market Fund		$	6,243	$	8,853

1	For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007.

2	The Fund commenced operations on February 29, 2008.

3	For the fiscal years ended December 31, 2009 and December 31, 2008.

4	The Fund commenced operations on February 26, 2010.

12b-1 Distribution Plan

The Trust has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”) with respect to the Class A shares of each Fund. The 12b-1 Plan permits, among other things, payment by each such Fund for the purpose of:

•

paying compensation to registered representatives or other employees of the Thrivent Investment Mgt. who engage in or support distribution of the Funds; making payment of sales commissions, ongoing commissions and other payments to brokers, dealers, financial institutions or others who sell shares pursuant to Selling Agreements;

•

reimbursing expenses (including overhead and telephone expenses) of Thrivent Investment Mgt.;

•

providing training, marketing and support to dealers and others with respect to the sale of Fund shares; preparation, printing, and distribution of prospectuses, statements of additional information, and shareholder reports; organizing and conducting sales seminars and making payments in the form of transactional compensation or promotional incentives; receiving and answering correspondence from prospective shareholders, including distributing prospectuses, statements of additional information, and shareholder reports; providing facilities to answer questions from prospective investors about the Funds, assisting investors in completing application forms and selecting dividend and other account options, and providing other reasonable assistance in connection with the distribution of the Funds; and

•

providing payment of expenses relating to the formulation and implementation of marketing strategies and promotional activities such as direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; the preparation, printing and distribution of sales literature; the preparation, printing and distribution of prospectuses of the Trust and reports for recipients other than existing shareholders of the Trust; and obtaining such information, analyses and reports with respect to marketing and promotional activities and investor accounts as the Trust may, from time to time, deem advisable.

The Trust and the Funds are authorized to engage in the activities listed above, and in other distribution and services activities, either directly or through other persons with which the Trust has entered into agreements pursuant to the 12b-1 Plan.

The 12b-1 Plan provides that it may not be amended to increase materially the costs which a Fund may bear pursuant to the 12b-1 Plan without approval by a 1940 Act Majority Vote of the applicable Class A shareholders. The 12b-1 Plan also provides that other material amendments of the 12b-1 Plan must be approved by the Trustees, and by the Independent Trustees, by vote cast in person at a meeting called for the purpose of considering such amendments.

While the 12b-1 Plan is in effect, the selection and nomination of the Independent Trustees of the Trust has been committed to the discretion of the Independent Trustees, and any person who acts as legal counsel for the Independent Trustees must be an independent legal counsel. The 12b-1 Plan was approved by the initial shareholders of the Trust on September 13, 1988. It is subject to annual approval, by the Board of Trustees and by the Independent Trustees by vote cast in person at a meeting called for the purpose of voting on the 12b-1 Plan. The 12b-1 Plan is terminable with respect to the either the Class A shares of any Fund at any time by a vote of a majority of the Independent Trustees or by 1940 Act Majority Vote of the applicable Class A shareholders of such Fund. A quarterly report of the amounts expended under the 12b-1 Plan and the purposes for which such expenditures were incurred must be made to the Trustees for their review.

In connection with the services to be provided by Thrivent Investment Mgt. under the Rule 12b-1 Plan, Class A shares of the Funds pay Thrivent Investment Mgt. an aggregate fee for distribution and shareholder servicing equal to an annual rate of no more than 0.25% (0.125% for Thrivent Limited Maturity Bond Fund and Thrivent Money Market Fund) of the average daily net asset value represented by such shares. The fee is accrued

daily and paid monthly. The following table shows the amount paid by the Funds to the distributor under the 12b-1 Plan for the most recent fiscal year and the manner in which this amount was spent.


		Expenditures:
Fund	12b-1 Fees Paid by the Fund	Compensation to Registered Representatives	Other
Thrivent Aggressive Allocation Fund
Thrivent Moderately Aggressive Allocation Fund
Thrivent Moderate Allocation Fund
Thrivent Moderately Conservative Allocation Fund
Thrivent Real Estate Securities Fund
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
Thrivent Equity Income Plus Fund
Thrivent Balanced Fund
Thrivent High Yield Fund
Thrivent Diversified Income Plus Fund
Thrivent Municipal Bond Fund
Thrivent Income Fund
Thrivent Core Bond Fund
Thrivent Government Bond Fund¹
Thrivent Limited Maturity Bond Fund
Thrivent Money Market Fund

¹	The Fund commenced operations on February 26, 2010.

Affiliated Persons

The following officers of Thrivent Investment Mgt., the Funds’ principal underwriter and distributor, are affiliated with the Trust:


Affiliated Person	Position with Trust	Position with Thrivent Investment Mgt.
Karl D. Anderson	Vice President	Vice President

Brian W. Picard	Vice President and Anti-Money Laundering Officer	Director of Business Control Services; Privacy and Anti-Money Laundering Officer

OTHER SERVICES

Custodian

The custodian for the Funds is State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110. The custodian is responsible for holding the Funds’ assets.

Transfer Agent

Thrivent Financial Investor Services Inc. (“Thrivent Financial Investor Services”), 625 Fourth Avenue South, Minneapolis, Minnesota 55415, provides transfer agency and dividend payment services necessary to the Funds on a per-account basis.

Administration Contract

Up until January 1, 2009, Thrivent Asset Mgt. provided administrative personnel and services necessary to operate the Funds on a daily basis for a fee equal to 0.02 percent of the Funds’ average daily net assets. As of January 1, 2009, Thrivent Asset Mgt. provides both administrative and accounting services to the Funds under one contract, an Administrative Services Agreement (the “Combined Agreement”). Under the Combined Agreement, each Fund pays Thrivent Asset Mgt. an annual fee equal to the sum of $70,000 plus 0.02 percent of the Fund’s average daily net assets for both administrative and accounting services.

The total dollar amounts paid to Thrivent Asset Mgt. for administrative services for the stub period of November 1, 2008 through December 31, 2008 (the “2008 Stub Period”) and the fiscal years ended October 31, 2008 and October 31, 2007 are disclosed in the immediate table below. Payments made under the Combined Agreement during the period from January 1, 2009 through October 31, 2009 (the “2009 Stub Period”) are disclosed in the table immediately following the table below.


Fund	2008 Stub Period	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		$	77,352	$	60,028
Thrivent Moderately Aggressive Allocation Fund		$	185,646	$	138,373
Thrivent Moderate Allocation Fund		$	181,109	$	130,957
Thrivent Moderately Conservative Allocation Fund		$	70,649	$	45,411
Thrivent Real Estate Securities Fund¹		$	19,195	$	16,499
Thrivent Partner Small Cap Growth Fund		$	16,891	$	11,551
Thrivent Partner Small Cap Value Fund		$	28,993	$	29,078
Thrivent Small Cap Stock Fund		$	96,125	$	111,420
Thrivent Mid Cap Growth Fund		$	61,934	$	67,559
Thrivent Partner Mid Cap Value Fund		$	12,633	$	7,985
Thrivent Mid Cap Stock Fund		$	196,336	$	233,409
Thrivent Partner Worldwide Allocation Fund²		$	12,604		N/A
Thrivent Partner International Stock Fund		$	119,325	$	128,385
Thrivent Large Cap Growth Fund		$	101,307	$	92,129
Thrivent Large Cap Value Fund		$	121,171	$	116,898
Thrivent Large Cap Stock Fund		$	552,806	$	681,382
Thrivent Equity Income Plus Fund^2,3		$	4,526		N/A
Thrivent Balanced Fund		$	55,501	$	67,169
Thrivent High Yield Fund		$	114,555	$	121,271
Thrivent Diversified Income Plus Fund¹		$	31,006	$	37,181
Thrivent Municipal Bond Fund		$	237,154	$	239,681
Thrivent Income Fund		$	154,565	$	145,819
Thrivent Core Bond Fund		$	71,339	$	74,416
Thrivent Government Bond Fund⁴	N/A		N/A		N/A
Thrivent Limited Maturity Bond Fund		$	95,798	$	67,895
Thrivent Money Market Fund		$	320,157	$	278,605

1	For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007. The 2008 Stub Period is inapplicable in this case.

2	The Fund commenced operations on February 29, 2008.

3	For the fiscal years ended December 31, 2009 and December 31, 2008. The 2008 Stub Period is inapplicable in this case.

4	The Fund commenced operations on February 26, 2010.

Payments made under the Combined Agreement for administrative and accounting services for the 2009 Stub Period are as follows:


Fund		2009 Stub Period
Thrivent Aggressive Allocation Fund
Thrivent Moderately Aggressive Allocation Fund
Thrivent Moderate Allocation Fund
Thrivent Moderately Conservative Allocation Fund
Thrivent Partner Small Cap Growth Fund
Thrivent Partner Small Cap Value Fund
Thrivent Small Cap Stock Fund
Thrivent Mid Cap Growth Fund
Thrivent Partner Mid Cap Value Fund
Thrivent Mid Cap Stock Fund
Thrivent Partner Worldwide Allocation Fund
Thrivent Partner International Stock Fund
Thrivent Large Cap Growth Fund
Thrivent Large Cap Value Fund
Thrivent Large Cap Stock Fund
Thrivent Balanced Fund
Thrivent High Yield Fund
Thrivent Municipal Bond Fund
Thrivent Income Fund
Thrivent Core Bond Fund
Thrivent Government Bond Fund¹		N/A
Thrivent Limited Maturity Bond Fund
Thrivent Money Market Fund

1	The Fund commenced operations on February 26, 2010.

Accounting Services Agreement

Up until January 1, 2009, Thrivent Asset Mgt. provided certain accounting and pricing services to the Funds under an accounting services agreement. These services included calculating the daily net asset value per class share; maintaining original entry documents and books of record and general ledgers; posting cash receipts and disbursements; reconciling bank account balances; recording purchases and sales based on subadviser communications; and preparing monthly and annual summaries to assist in the preparation of financial statements of, and regulatory reports for the Funds.

As of January 1, 2009, Thrivent Asset Mgt. provides both these accounting services and other administrative services to the Funds under the Combined Agreement. Under the Combined Agreement, each Fund pays Thrivent Asset Mgt. an annual fee equal to the sum of $70,000 plus 0.02 percent of the Fund’s average daily net assets for both accounting and administrative services.

The payments for the 2008 Stub Period and the fiscal years ended October 31, 2008 and October 31, 2007 under the previous accounting services agreement are shown below. Payments made under the Combined Agreement during the 2009 Stub Period are disclosed in the table immediately preceding this “Accounting Services Agreement” section.


Fund	2008 Stub Period	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		$	24,000	$	22,334
Thrivent Moderately Aggressive Allocation Fund		$	12,008	$	30,674
Thrivent Moderate Allocation Fund		$	34,008	$	30,674
Thrivent Moderately Conservative Allocation Fund		$	44,008	$	20,674
Thrivent Real Estate Securities Fund¹		$	18,000	$	18,000
Thrivent Partner Small Cap Growth Fund		$	21,996	$	20,664
Thrivent Partner Small Cap Value Fund		$	24,996	$	23,830
Thrivent Small Cap Stock Fund		$	47,004	$	46,170
Thrivent Mid Cap Growth Fund		$	33,996	$	35,164
Thrivent Partner Mid Cap Value Fund		$	18,996	$	18,164
Thrivent Mid Cap Stock Fund		$	78,000	$	80,000
Thrivent Partner Worldwide Allocation Fund²		$	30,000		N/A
Thrivent Partner International Stock Fund		$	54,000	$	53,334
Thrivent Large Cap Growth Fund		$	32,004	$	31,670
Thrivent Large Cap Value Fund		$	42,000	$	42,500
Thrivent Large Cap Stock Fund		$	207,996	$	223,330
Thrivent Equity Income Plus Fund^2,3		$	13,330		N/A
Thrivent Balanced Fund		$	45,000	$	45,000
Thrivent High Yield Fund		$	54,996	$	59,664
Thrivent Diversified Income Plus Fund¹		$	29,004	$	29,004
Thrivent Municipal Bond Fund		$	90,996	$	94,996
Thrivent Income Fund		$	60,996	$	63,330
Thrivent Core Bond Fund		$	48,996	$	50,996
Thrivent Government Bond Fund⁴	N/A		N/A		N/A
Thrivent Limited Maturity Bond Fund		$	33,996	$	32,496
Thrivent Money Market Fund		$	83,004	$	83,336

1	For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007. The 2008 Stub Period is inapplicable in this case.

2	The Fund commenced operations on February 29, 2008.

3	For the fiscal years ended December 31, 2009 and December 31, 2008. The 2008 Stub Period is inapplicable in this case.

4	The Fund commenced operations on February 26, 2010.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 225 South Sixth Street, Suite 1400, Minneapolis, MN 55402, serves as the Trust’s independent registered public accounting firm, providing professional services including audits of the Funds’ annual financial statements, assistance and consultation in connection with Securities and Exchange Commission filings, and review of the annual income tax returns filed on behalf of the Funds.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Brokerage Transactions

In connection with the management of the investment and reinvestment of the assets of the Funds, the Advisory Contract authorizes Thrivent Asset Mgt., acting by its own officers, directors or employees or by a subadviser to select the brokers or dealers that will execute purchase and sale transactions for the Funds. In executing portfolio transactions and selecting brokers or dealers, if any, Thrivent Asset Mgt. and the subadvisers will use reasonable efforts to seek on behalf of the Funds the best overall terms available.

In assessing the best overall terms available for any transaction, Thrivent Asset Mgt. and the subadvisers will consider all factors it deems relevant, including:

(1)

the breadth of the market in and the price of the security,

(2)

the financial condition and execution capability of the broker or dealer, and

(3)

the reasonableness of the commission, if any (for the specific transaction and on a continuing basis).

In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, Thrivent Asset Mgt. and the subadvisers may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to any other accounts over which Thrivent Asset Mgt., the subadvisers, or an affiliate of Thrivent Asset Mgt. or the subadvisers, exercises investment discretion. Thrivent Asset Mgt. and the subadvisers may pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, Thrivent Asset Mgt. or the subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided.

To the extent that the receipt of the above-described services may supplant services for which Thrivent Asset Mgt. or the subadviser might otherwise have paid, it would, of course, tend to reduce the expenses of Thrivent Asset Mgt.

Certain subadvisers may obtain third-party research from broker-dealers or non-broker dealers by entering into a commission sharing arrangement (a “CSA”). Under a CSA, the executing broker-dealer agrees that part of the commissions it earns on certain equity trades will be allocated to one or more research providers as payment for research. CSAs allow a subadviser to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third-party research providers for research.

The Trust’s Board has approved procedures in conformity with Rule 10f-3 under the 1940 Act whereby a Fund may purchase securities that are offered in underwritings in which an affiliate of a subadviser participates. These procedures prohibit a Fund from directly or indirectly benefiting a subadviser affiliate in connection with such underwritings. In addition, for underwritings where a subadviser affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that a Fund could purchase in the underwritings.

The investment decisions for a Fund are and will continue to be made independently from those of other investment companies and accounts managed by Thrivent Asset Mgt., a subadviser, or their affiliates. Such other investment companies and accounts may also invest in the same securities as a Fund. When purchases and sales of the same security are made at substantially the same time on behalf of such other investment companies and accounts, transactions may be averaged as to the price and available investments allocated as to the amount in a manner which Thrivent Asset Mgt. and its affiliates believe to be equitable to each investment company or account, including the Fund. In some instances, this investment procedure may affect the price paid or received by a Fund or the size of the position obtainable or sold by a Fund.

Affiliated Transactions

GSAM may place trades with certain brokers with which it is under common control, including Goldman Sachs, provided it determines that these affiliates’ products, services, and costs are comparable to those of non-affiliated, qualified brokerage firms. GSAM may trade with its affiliated brokers in exchange for brokerage and research products and services of the type sometimes known as “soft dollars.” GSAM also may trade with its affiliated brokers on an execution-only basis.

Brokerage Commissions

The following table shows the amount of brokerage commissions the Funds paid in each of the past three fiscal years:


Fund	10/31/2009	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		$	390	$	—
Thrivent Moderately Aggressive Allocation Fund		$	1,556	$	—
Thrivent Moderate Allocation Fund		$	2,096	$	—
Thrivent Moderately Conservative Allocation Fund		$	928	$	—
Thrivent Real Estate Securities Fund¹		$	78,103	$	106,269
Thrivent Partner Small Cap Growth Fund		$	367,521	$	142,254
Thrivent Partner Small Cap Value Fund		$	170,248	$	121,235
Thrivent Small Cap Stock Fund		$	2,795,011	$	1,639,002
Thrivent Mid Cap Growth Fund		$	590,647	$	696,151
Thrivent Partner Mid Cap Value Fund²		$	136,777	$	63,359
Thrivent Mid Cap Stock Fund		$	5,219,412	$	4,995,947
Thrivent Partner Worldwide Allocation Fund³		$	176,059		N/A
Thrivent Partner International Stock Fund		$	1,223,134	$	1,606,471
Thrivent Large Cap Growth Fund		$	1,825,248	$	1,507,150
Thrivent Large Cap Value Fund		$	611,088	$	448,584
Thrivent Large Cap Stock Fund		$	4,927,602	$	5,835,338
Thrivent Equity Income Plus Fund^3,4		$	69,219		N/A
Thrivent Balanced Fund		$	335,584	$	329,706
Thrivent High Yield Fund		$	9,924	$	1,379
Thrivent Diversified Income Plus Fund¹		$	125,912	$	282,534
Thrivent Municipal Bond Fund		$	—	$	—
Thrivent Income Fund		$	147,098	$	102,223
Thrivent Core Bond Fund		$	80,786	$	46,244
Thrivent Government Bond Fund⁵	N/A		N/A		N/A
Thrivent Limited Maturity Bond Fund		$	66,693	$	26,772
Thrivent Money Market Fund		$	—	$	—

1	For the fiscal years ended December 31, 2008, December 31, 2007 and December 31, 2006.

Amount paid to affiliated broker-dealer was , $5,728 and $2,922 for the respective fiscal years ended October 31, 2009, October 31, 2008 and October 31, 2007. The percentage of the Fund’s aggregate brokerage commissions paid to the affiliated broker-dealer during the most recent fiscal year was %. In addition, the percentage of the Fund’s aggregate dollar amount of transactions involving the payment of commissions effected through this affiliated broker-dealer during the most recent fiscal year was %.

3	The Fund commenced operations on February 29, 2008.

4	For the fiscal years ended December 31, 2009 and December 31, 2008.

5	The Fund commenced operations on February 26, 2010.

The table below indicates the total amount of brokerage commissions paid by each Fund to firms that provided research services and the aggregate amount of transactions relating to such commissions for the most recent fiscal year ended October 31, 2009 (unless noted otherwise). The provision of research services was not necessarily a factor in the placement of brokerage business with these firms.


Fund Name	Commissions		Aggregate Transactions
Thrivent Aggressive Allocation Fund	$	390	$	390
Thrivent Moderately Aggressive Allocation Fund	$	1,556	$	1,556
Thrivent Moderate Allocation Fund	$	2,096	$	2,096
Thirvent Moderately Conservative Allocation Fund	$	928	$	928
Thrivent Real Estate Securities Fund¹	$	57,768	$	65,321,632
Thrivent Partner Small Cap Growth Fund	$	161,067	$	125,206,812
Thrivent Partner Small Cap Value Fund	$	66,677	$	29,287,843
Thrivent Small Cap Stock Fund	$	2,467,776	$	1,853,908,996
Thrivent Mid Cap Growth Fund	$	469,074	$	349,278,312
Thrivent Partner Mid Cap Value Fund	$	66,254	$	49,432,789
Thrivent Mid Cap Stock Fund	$	4,683,900	$	3,917,533,500
Thrivent Partner Worldwide Allocation Fund	$	85,153	$	71,818,652
Thrivent Partner International Stock Fund	$	884,445	$	601,001,336
Thrivent Large Cap Growth Fund	$	1,695,228	$	1,640,866,725
Thrivent Large Cap Value Fund	$	548,376	$	559,395,920
Thrivent Large Cap Stock Fund	$	4,499,660	$	4,695,165,583
Thrivent Equity Income Plus Fund¹	$	55,120	$	64,490,975
Thrivent Balanced Fund	$	254,563	$	171,304,064
Thrivent High Yield Fund	$	—	$	—
Thrivent Diversified Income Plus Fund¹	$	122,301	$	143,007,454
Thrivent Municipal Bond Fund	$	—	$	—
Thrivent Income Fund	$	22,950	$	13,148,463
Thrivent Core Bond Fund	$	9,180	$	5,259,385
Thrivent Government Bond Fund⁴		N/A		N/A
Thrivent Limited Maturity Bond Fund	$	7,380	$	4,228,133
Thrivent Money Market Fund	$	—	$	—

¹	For the fiscal year ended December 31, 2009.

²	The Fund commenced operations on February 26, 2010.

Portfolio Turnover Rates

The rate of portfolio turnover in the Funds will not be a limiting factor when Thrivent Asset Mgt. or the subadviser deems changes in a Fund’s portfolio appropriate in view of its investment objectives. As a result, while a Fund will not purchase or sell securities solely to achieve short term trading profits, a Fund may sell portfolio securities without regard to the length of time held if consistent with the Fund’s investment objective. A higher degree of equity portfolio activity will increase brokerage costs to a Fund. The portfolio turnover rate is computed by dividing the dollar amount of securities purchased or sold (whichever is smaller) by the average value of securities owned during the year. Short-term investments such as commercial paper and short-term U.S. Government securities are not considered when computing the turnover rate.

Portfolio Turnover Rates

The following table shows the portfolio turnover rates for the Funds for the last three fiscal years:


Fund	10/31/2009	10/31/2008		10/31/2007
Thrivent Aggressive Allocation Fund		15	%	15	%
Thrivent Moderately Aggressive Allocation Fund		20	%	18	%
Thrivent Moderate Allocation Fund		17	%	23	%
Thrivent Moderately Conservative Allocation Fund		19	%	19	%
Thrivent Real Estate Securities Fund¹		49	%	77	%
Thrivent Partner Small Cap Growth Fund		186	%	98	%
Thrivent Partner Small Cap Value Fund		35	%	34	%
Thrivent Small Cap Stock Fund		245	%	112	%
Thrivent Mid Cap Growth Fund		85	%	84	%
Thrivent Partner Mid Cap Value Fund		100	%	96	%
Thrivent Mid Cap Stock Fund		242	%	188	%
Thrivent Partner Worldwide Allocation Fund²		47	%	N/A
Thrivent Partner International Stock Fund		73	%	111	%
Thrivent Large Cap Growth Fund		188	%	168	%
Thrivent Large Cap Value Fund		49	%	37	%
Thrivent Large Cap Stock Fund		93	%	103	%
Thrivent Equity Income Plus Fund^2,3		114	%	N/A
Thrivent Balanced Fund		176	%	176	%
Thrivent High Yield Fund		51	%	72	%
Thrivent Diversified Income Plus Fund¹		114	%	171	%
Thrivent Municipal Bond Fund		9	%	7	%
Thrivent Income Fund		160	%	236	%
Thrivent Core Bond Fund		344	%	381	%
Thrivent Government Bond Fund⁴	N/A	N/A		N/A
Thrivent Limited Maturity Bond Fund		113	%	130	%
Thrivent Money Market Fund	N/A	N/A		N/A

1	For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007.

2	The Fund commenced operations on February 29, 2008.

3	For the fiscal years ended December 31, 2009 and December 31, 2008.

4	The Fund commenced operations on February 26, 2010.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchasing Shares

Initial purchases of Fund shares must be made by check and accompanied by an application. Subsequent purchases may be made by:

•

check;

•

Federal Reserve or bank wire;

•

telephone;

•

Internet;

•

Automatic Bank Withdrawal Plan; and

•

automatic payroll deduction.

Use of checks, Federal Reserve or bank wire, telephone and the Internet to purchase additional shares is explained in the Fund’s prospectus.

Automatic Bank Withdrawal Plan

Under the program, funds may be withdrawn from the shareholder’s checking or savings account and invested in the Funds. Thrivent Investment Mgt. representatives will provide shareholders with the necessary authorization forms.

Automatic Payroll Deduction

Under the Automatic Payroll Deduction program, funds may be withdrawn from the payroll account of any eligible shareholder of a Fund and invested in a Fund. To be eligible for this program, the shareholder’s employer must permit and be qualified to conduct automatic payroll deductions. Thrivent Investment Mgt. representatives will provide shareholders with the necessary authorization forms.

Sales Charges

Purchases of Class A Fund shares (other than shares of Thrivent Money Market Fund or Thrivent Limited Maturity Bond Fund) carry either an initial sales charge or, in certain limited cases, a contingent deferred sales charge. This is explained in the section of the Funds’ prospectus relating to such shares entitled “ Class A Shares,” which also lists ways to reduce or avoid sales charges on subsequent purchases.

In addition to the situations described in the prospectus, sales charges are waived when shares are purchased by:

•

directors and regular full-time and regular part-time employees of Thrivent Financial and its subsidiaries and affiliates or their family members that share the same residential address as the director or employee;

•

members of Thrivent Financial’s sales force and their family members that share the same residential address as the sales force member; and

•

any trust, pension, profit-sharing or other benefit plan for such persons.

Thrivent Investment Mgt. may also, from time to time, waive or reduce the initial sales charge on certain Class A shares offered uniformly to the public for specific time periods as specified in the disclosure documents of the applicable Fund (e.g., prospectus or supplement to the prospectus).

Employees

Regular part- and full-time employees of Thrivent Financial are persons who are defined as such by the Thrivent Financial Human Resources Policy Manual.

Restriction on Sale of Shares Purchased

Sales to any of the persons or groups mentioned in this section are made only with the purchaser’s written promise that the shares will not be resold, except through redemption or repurchase by or on behalf of a Fund.

Net Asset Value of Shares

The net asset value per share of each class is determined at the close of each day the New York Stock Exchange is open, or any other day as provided by Rule 22c-1 under the 1940 Act. Determination of net asset value may be suspended when the Exchange is closed or if certain emergencies have been determined to exist by the Securities and Exchange Commission, as allowed by the 1940 Act.

Net asset value per share is determined by adding the market or appraised value of all portfolio securities and other assets attributable to each class of shares; subtracting liabilities attributable to such class; and dividing the result by the number of shares of such class outstanding.

The market value of each Fund’s portfolio securities is determined at the close of regular trading of the New York Stock Exchange (the “Exchange”) on each day the Exchange is open. The value of portfolio securities is determined in the following manner:

•

Equity securities traded on the Exchange or any other national securities exchange are valued at the last sale price. If there has been no sale on that day or if the security is unlisted, it is valued at the current bid price considered best to represent value in the circumstances.

•

Equity securities not traded on a national securities exchange are valued at the current bid price considered best to represent the value in the circumstances, except that securities for which quotations are furnished through the nationwide automated quotation system approved by the NASDAQ will be valued at their last sales prices so furnished on the date of valuation, if such quotations are available for sales occurring on that day.

•

Bonds and other income securities traded on a national securities exchange will be valued at the last sale price on such national securities exchange that day. Thrivent Asset Mgt. may value such securities on the basis of prices provided by an independent pricing service or within the range of the current bid and asked prices considered best to represent the value in the circumstances, if those prices are believed to better reflect the fair market value of such exchange listed securities.

•

Bonds and other income securities not traded on a national securities exchange will be valued at the current bid price considered best to represent the value in the circumstances. Such securities may also be valued on the basis of prices provided by an independent pricing service if those prices are believed to reflect the fair market value of such securities.

For all Funds other than Thrivent Money Market Fund, short-term securities with maturities of 60 days or less are valued at amortized cost; those with maturities greater than 60 days are valued at the mean between bid and asked price.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data employed in determining valuation for such securities.

All other securities and assets will be appraised at fair value as determined by the Board of Trustees.

Generally, trading in foreign securities, as well as U.S. Government securities, money market instruments and repurchase agreements, is substantially completed each day at various times prior to the close of the Exchange. The values of such securities used in computing the net asset value of shares of a Fund are determined

as of such times. Foreign currency exchange rates are also generally determined prior to the close of the Exchange. Occasionally, events affecting the value of such securities and exchange rates may occur between the times at which they are determined and the close of the Exchange, which will not be reflected in the computation of net asset values. If during such periods events occur which materially affect the value of such securities, the securities will be valued at their fair market value as determined in good faith by the Trustees of the Fund.

For purposes of determining the net asset value of shares of a Fund all assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars based upon an exchange rate quoted by a major bank that is a regular participant in the foreign exchange market. Foreign securities may also be priced on the basis of a pricing service that takes into account the quotes provided by a number of such major banks.

Thrivent Money Market Fund

Securities held by Thrivent Money Market Fund are valued on the basis of amortized cost, which involves a constant amortization of premium or accretion of discount to maturity regardless of the impact of fluctuating interest rates on the market value of the security. While this method provides certainty in valuation, it may result in periods in which the value as determined by amortized cost is higher or lower than the price Thrivent Money Market Fund would receive if it sold the security.

Thrivent Money Market Fund anticipates that under ordinary and usual circumstances it will be able to maintain a constant net asset value of $1.00 per share and Thrivent Money Market Fund will use its best efforts to do so. However, such maintenance at $1.00 might not be possible if (1) there are changes in short-term interest rates or other factors such as unfavorable changes in the credit of issuers affecting the values of the securities held by Thrivent Money Market Fund and Thrivent Money Market Fund is compelled to sell such securities at a time when the prices which it is able to realize vary significantly from the values determined on the amortized cost basis or (2) Thrivent Money Market Fund should have negative net income.

The utilization of the amortized cost method of valuation requires compliance with the requirements of Rule 2a-7 under the 1940 Act. Such compliance requires, among other things, the following:

(1)

The Trustees must adopt procedures whereby the extent of deviation, if any, of the current net asset value per share calculated using available market quotations (or an appropriate substitute which reflects current market conditions) from Thrivent Money Market Fund’s net asset value per share under the amortized cost valuation method will be determined at such intervals as the Trustees deem appropriate and reasonable in light of current market conditions, and the Trustees must review periodically the amount of the deviation as well as the methods used to calculate the deviation;

(2)

In the event such deviation from Thrivent Money Market Fund’s net asset value under the amortized cost valuation method exceeds 1/2 of 1%, the Trustees must promptly consider what action should be initiated by them, and when the Trustees believe the extent of any deviation from Thrivent Money Market Fund’s net asset value per share under the amortized cost valuation method may result in material dilution or any other unfair results to investors or existing shareholders, they must take such action as they deem appropriate to eliminate or reduce to the extent reasonably practicable such dilution or unfair results (shareholders will be notified in the event any such corrective action is taken by the Trustees);

(3)	Thrivent Money Market Fund may not purchase any instrument with a remaining maturity greater than 397 calendar days or maintain a dollar-weighted average portfolio maturity that exceeds 90 days;

(4)	Thrivent Money Market Fund must limit its portfolio investments, including repurchase agreements, to those United States dollar-denominated instruments that the Trustees determine present minimal credit risks and which are “eligible securities” as defined in Rule 2a-7; and

(5)	Thrivent Money Market Fund must record, maintain and preserve certain records and observe certain reporting obligations in accordance with Rule 2a-7.

Securities in which Thrivent Money Market Fund invests must be U.S. dollar-denominated Eligible Securities (as defined in Rule 2a-7 under the 1940 Act) that are determined to present minimal credit risks. In general, the term “Eligible Security” is limited to any security that:

(1) (a) either (i) has received a short-term rating from a nationally recognized statistical rating organization (“NRSRO”) or has been issued by an issuer that has received a short-term rating from an NRSRO with respect to a class of debt obligations (or any debt obligation within that class) that is comparable in priority and security with the security or (ii) is subject to a guarantee that has received a short-term rating from an NRSRO, or a guarantee issued by a guarantor that has received a short-term rating from an NRSRO with respect to a class of debt obligations (or any debt obligation within that class) that is comparable in priority and security with the guarantee, (b) has a remaining maturity of 397 calendar days or less and (c) has received a rating from the requisite number of NRSROs (i.e. two, if two organizations have issued ratings and one if only one has issued a rating) in one of the two highest short-term major rating categories; or

(2) is unrated but is of comparable quality to a rated security as described in (1), above, and which at the time of issuance (a) had a remaining maturity of more than 397 calendar days and now has a remaining maturity of 397 calendar days or less, and (b) has not received a long-term rating from an NRSRO in any NRSRO major rating category outside of the NRSRO’s three highest major rating categories, unless the security has received a long-term rating from the requisite number of NRSROs (i.e., two, if two organizations have issued ratings and one if only one has issued a rating) in one of the three highest long-term major rating categories.

As indicated in the Prospectus, at least 95% of Thrivent Money Market Fund’s total assets will consist of government securities and “first tier” eligible securities as defined in Rule 2a-7 under the 1940 Act. The balance of Thrivent Money Market Fund's assets will be invested in “second tier” eligible securities as defined in Rule 2a-7. For this purpose, “second tier” eligible securities generally are those which have been (i) rated by at least two nationally recognized statistical rating organizations in one of the two highest rating categories for short-term obligations (or so rated by one such organization if it alone has rated the security), (ii) issued by an issuer with comparable short-term obligations that are rated in one of the two highest rating categories, or (iii) if unrated, determined to be comparable to such securities. Thrivent Money Market Fund may not invest more than the greater of 1% of its total assets or $1 million in “second tier” eligible securities of any single issuer.

Conversion to Federal Funds

It is Thrivent Money Market Fund’s policy to be as fully invested as possible so that maximum interest may be earned on money market instruments in the Fund’s portfolio. To that end, all payments from investors must be in federal funds or be converted into federal funds when deposited to State Street Bank’s account at the Boston Federal Reserve Bank. This conversion must be made before shares are purchased. State Street Bank will act as the investor’s agent in depositing checks and converting them to federal funds. State Street will convert the funds and enter the investor’s order for shares within two days of receipt of the check.

Redeeming Shares

Shares may be redeemed with requests made:

•

in writing;

•

through telephone or internet; or

•

through the systematic withdrawal plan.

All methods of redemption are described in the Funds’ prospectus under “Redeeming Shares.”

TAX STATUS

The Funds’ Tax Status

The Funds expect to pay no federal income tax because they intend to meet requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, each Fund must, among other requirements:

•

derive at least 90% of its gross income from dividends, interest, gains from the sale of securities, and certain other investments;

•

invest in securities within certain statutory limits; and

•

distribute at least 90% of its ordinary income to shareholders.

It is each Fund’s policy to distribute substantially all of its income on a timely basis, including any net realized gains on investments each year.

To avoid payment of a 4% excise tax, each Fund is also generally required to distribute to shareholders at least 98% of its ordinary income earned during the calendar year and 98% of its net capital gains realized during the 12-month period ending October 31.

Shareholders’ Tax Status

Information on a shareholder’s tax status is described in the Fund’s Prospectus under “Taxes.”

Capital Gains

While the Funds do not intend to engage in short-term trading, they may dispose of securities held for only a short time if Thrivent Asset Mgt. believes it to be advisable. Such changes may result in the realization of capital gains. Each Fund distributes its realized gains in accordance with federal tax regulations. Distributions from any net realized capital gains will usually be declared in December.

DESCRIPTION OF DEBT RATINGS

A Fund’s investments may range in quality from securities rated in the lowest category in which the Fund is permitted to invest to securities rated in the highest category (as rated by Moody’s or S&P or, if unrated, determined by Thrivent Asset Mgt. to be of comparable quality). The percentage of a Fund’s assets invested in securities in a particular rating category will vary. The following terms are generally used to describe the credit quality of fixed income securities:

High Quality Debt Securities are those rated in one of the two highest rating categories (the highest category for commercial paper) or, in unrated, deemed comparable by Thrivent Asset Mgt.

Investment Grade Debt Securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by Thrivent Asset Mgt.

Below Investment Grade, High Yield Securities (“Junk Bonds”) are those rated lower than Baa by Moody’s or BBB by S&P and comparable securities. They are considered predominantly speculative with respect to the issuer’s ability to repay principal and interest.

Moody’s Investors Service, Inc. describes grades of corporate debt securities and “Prime-1” and “Prime-2” commercial paper as follows:

Bonds:


Aaa		Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa		Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than in Aaa securities.

A		Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa		Bonds that are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba		Bonds that are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B		Bonds that are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.


Caa		Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca		Bonds that are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C		Bonds that are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Commercial Paper:

Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of senior short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics:

•

Leading market positions in well-established industries.

•

High rates of return of funds employed.

•

Conservative capitalization structures with moderate reliance on debt and ample asset protection.

•

Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

•

Well established access to a range of financial markets and assured sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong capacity for repayment of senior short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earning trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Standard & Poor’s Corporation describes grades of corporate debt securities and “A” commercial paper as follows:

Bonds:


AAA		Debt rated AAA has the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.

AA		Debt rated AA has a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree.

A		Debt rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB		Debt rated BBB exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments on the obligation in this category than in higher rated categories.

BB		Debt rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity of the obligor to meet its financial commitments on the obligation. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB-rating.

B		Debt rated B is more vulnerable to nonpayment but currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.

The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.


CCC		Debt rated CCC is vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.


CC		The rating CC typically is currently highly vulnerable to nonpayment.

C		The rating C typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken but payments on the obligation are being continued.

D		Debt rated D is in payment default. The D rating category is used when payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on the obligation are jeopardized.

Provisional Ratings: The letter “p” indicates that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise judgment with respect to such likelihood and risk.

Commercial Paper: Commercial paper rated A by Standard & Poor’s Corporation has the following characteristics: liquidity ratios are better than the industry average; long-term senior debt rating is “A” or better (however, in some cases a “BBB” long-term rating may be acceptable); the issuer has access to at least two additional channels of borrowing; basic earnings and cash flow have an upward trend with allowances made for unusual circumstances.

Also, the issuer’s industry typically is well established, the issuer has a strong position within its industry and the reliability and quality of management is unquestioned. Issuers rated A are further referred to by use of numbers 1, 2 and 3 to denote relative strength within this classification.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS

The Report of Independent Registered Public Accounting Firm and financial statements in the Annual Report of the Funds for the fiscal year ended October 31, 2009 (for all series except Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund, and Thrivent Diversified Income Plus Fund) and December 31, 2009 (for Thrivent Real Estate Securities Fund, Thrivent Equity Income Plus Fund, and Thrivent Diversified Income Plus Fund) are separate reports furnished with this SAI and are incorporated herein by reference.

APPENDIX A

THRIVENT FINANCIAL FOR LUTHERANS and

THRIVENT ASSET MANAGEMENT, LLC

PROXY VOTING PROCESS AND POLICIES SUMMARY

•

RESPONSIBILITY TO VOTE PROXIES

Overview. Thrivent Financial for Lutherans and Thrivent Asset Management, LLC (“Thrivent Financial”) recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote in the election of the company’s directors and on matters affecting certain important aspects of the company’s structure and operations that are submitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, Thrivent Financial analyzes the proxy statements of issuers whose stock is owned by the investment companies which it sponsors and serves as investment adviser (“Thrivent Funds”) and by institutional accounts who have requested that Thrivent Financial be involved in the proxy process.

Thrivent Financial has adopted Proxy Voting Policies and Procedures (“Policies and Procedures”) for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with regard to the voting of client proxies.

Fiduciary Considerations. It is the policy of Thrivent Financial that decisions with respect to proxy issues will be made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company from the viewpoint of the particular client or Thrivent Fund. Proxies are voted solely in the interests of the client, Thrivent Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Thrivent Financial votes proxies, where possible to do so, in a manner consistent with its fiduciary obligations and responsibilities. Logistics involved may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance.

Consideration Given Management Recommendations. One of the primary factors Thrivent Financial considers when determining the desirability of investing in a particular company is the quality and depth of its management. The Policies and Procedures were developed with the recognition that a company’s management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company’s board of directors. Accordingly, Thrivent Financial believes that the recommendation of management on most issues should be given weight in determining how proxy issues should be voted. However, the position of the company’s management will not be supported in any situation where it is found to be not in the best interests of the client, and Thrivent Financial reserves the right to vote contrary to management when it believes a particular proxy proposal may adversely affect the investment merits of owning stock in a portfolio company.

•

ADMINISTRATION OF POLICIES AND PROCEDURES

Thrivent Financial’s Brokerage Commission Committee (“Brokerage Committee”) is responsible for establishing positions with respect to corporate governance and other proxy issues, including those involving social responsibility issues. Annually, the Brokerage Committee reviews the proxy voting policies and procedures. As discussed below, Thrivent Financial portfolio management may, with the approval of the Brokerage Committee, vote proxies other than in accordance with the proxy voting policies and procedures.

•

HOW PROXIES ARE REVIEWED, PROCESSED AND VOTED

In order to facilitate the proxy voting process, Thrivent Financial has retained Glass Lewis & Co. (“Glass Lewis”), an expert in the proxy voting and corporate governance area. Glass Lewis specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the

handling of proxy voting responsibility and corporate governance-related efforts. While the Brokerage Committee relies upon Glass Lewis research in helping to establish Thrivent Financial’s proxy voting guidelines, Thrivent Financial may deviate from Glass Lewis recommendations on general policy issues or specific proxy proposals.

Summary of Thrivent Financial’s Voting Policies

Voting guidelines have been adopted by the Brokerage Committee for routine anti-takeover, executive compensation and corporate governance proposals, as well as other common shareholder proposals. The voting guidelines are available to shareholders upon request. The following is a summary of the significant Thrivent Financial policies:

Board Structure and Composition Issues — Thrivent Financial believes boards are expected to have a majority of directors independent of management. The independent directors are expected to organize much of the board’s work, even if the chief executive officer also serves as chairman of the board. Key committees (audit, compensation, and nominating/corporate governance) of the board are expected to be entirely independent of management. It is expected that boards will engage in critical self-evaluation of themselves and of individual members. Individual directors, in turn, are expected to devote significant amounts of time to their duties, to limit the number of directorships they accept, and to own a meaningful amount of stock in companies on whose boards they serve. As such, Thrivent Financial withholds votes for directors who miss more than one-fourth of the scheduled board meetings. Thrivent Financial votes against management efforts to stagger board member terms because a staggered board may act as a deterrent to takeover proposals. For the same reasons, Thrivent Financial votes for proposals that seek to fix the size of the board.

Executive and Director Compensation — Non-salary compensation remains one of the most sensitive and visible corporate governance issues. Although shareholders have little say about how much the CEO is paid in salary and bonus, they do have a major voice in approving stock option and incentive plans. Stock option plans transfer significant amounts of wealth from shareholders to employees, and in particular to executives and directors. Rightly, the cost of these plans must be in line with the anticipated benefits to shareholders. Clearly, reasonable limits must be set on dilution as well as administrative authority. In addition, shareholders must consider the necessity of the various pay programs and examine the appropriateness of award types. Consequently, the pros and cons of these proposals necessitate a case-by-case evaluation. Generally, Thrivent Financial opposes compensation packages that provide what we view as excessive awards to a few senior executives or that contain excessively dilutive stock option grants based on a number of criteria such as the costs associated with the plan, plan features, and dilution to shareholders.

Ratification of Auditors — Annual election of the outside accountants is standard practice. While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, we believe that outside accountants must ultimately be accountable to shareholders. Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. In line with this, Thrivent Financial votes for proposals to ratify auditors, unless an auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position.

Mergers and Acquisitions, Anti-Takeover and Corporate Governance Issues — Thrivent Financial votes on mergers and acquisitions on a case-by-case basis, taking the following into account: anticipated financial and operating benefits; offer price (cost vs. premium); prospects of the combined companies; how the deal was negotiated; the opinion of the financial advisor; potential conflicts of interest between management’s interests and shareholders’ interests; and changes in corporate governance and their impact on shareholder rights. Thrivent Financial generally opposes anti-takeover measures since they adversely impact shareholder rights. Also, Thrivent Financial will consider the dilutive impact to shareholders and the effect on shareholder rights when voting on corporate governance proposals.

Social, Environmental and Corporate Responsibility Issues — In addition to moral and ethical considerations intrinsic to many of these proposals, Thrivent Financial recognizes their potential for impact on the economic performance of the company. Thrivent Financial balances these considerations carefully. On proposals which are primarily social, moral or ethical, Thrivent Financial believes it is impossible to vote in a manner that would accurately reflect the views of the beneficial owners of the portfolios that it manages. As such, on these items Thrivent Financial abstains. When voting on matters with apparent economic or operational impacts on the company, Thrivent Financial realizes that the precise economic effect of such proposals is often unclear. Where this is the case, Thrivent Financial relies on management’s assessment, and generally votes with company management.

Meeting Notification

Thrivent Financial utilizes Glass Lewis’ voting agent services to notify us of upcoming shareholder meetings for portfolio companies held in client accounts and to transmit votes on behalf of our clients. Glass Lewis tracks and reconciles Thrivent Financial holdings against incoming proxy ballots. If ballots do not arrive on time, Glass Lewis procures them from the appropriate custodian or proxy distribution agent. Meeting and record date information is updated daily in Glass Lewis’ web-based application. Glass Lewis is also responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to Thrivent Financial upon request.

Vote Determination

Glass Lewis provides comprehensive summaries of proxy proposals, publications discussing key proxy voting issues, and specific vote recommendations regarding portfolio company proxies to assist in the proxy research process. Upon request, portfolio managers may receive any or all of the above-mentioned research materials to assist in the vote determination process. The final authority and responsibility for proxy voting decisions remains with Thrivent Financial. Decisions with respect to proxy matters are made primarily in light of the anticipated impact of the issue on the desirability of investing in the company from the viewpoint of our clients.

Portfolio managers, executive officers, and directors (or persons holding equivalent positions) of Thrivent Financial and its affiliates may on any particular proxy vote request to diverge from Policies and Procedures. In such cases, the person requesting to diverge from the Policies and Procedures is required to document in writing the rationale for their vote and submit all written documentation to the Brokerage Committee for review and approval. In determining whether to approve any particular request, the Brokerage Committee will determine that the request is not influenced by any conflict of interest and is in the best interests of its clients.

Monitoring and Resolving Conflicts of Interest

The Brokerage Committee is responsible for monitoring and resolving possible material conflicts between the interests of Thrivent Financial and those of its clients with respect to proxy voting.

Application of the Thrivent Financial guidelines to vote client proxies should in most instances adequately address any possible conflicts of interest since the voting guidelines are pre-determined by the Brokerage Committee using recommendations from Glass Lewis.

However, for proxy votes inconsistent with Thrivent Financial guidelines, Investment Operations gathers the documentation with respect to the portfolio manager’s voting rationale and brings it to the Brokerage Committee for review for possible conflicts of interest. The Brokerage Committee assesses whether any business or other relationships between Thrivent Financial and a portfolio company could have influenced an inconsistent vote on that company’s proxy.

Securities Lending

Thrivent Financial will generally not vote, nor seek to recall in order to vote, securities on loan, unless it determines that a vote is particularly significant. Seeking to recall securities even in these limited circumstances may nevertheless not result in Thrivent Financial being able to vote the securities because the securities are unable to be recalled in time from the party with custody of the securities or for other reasons beyond Thrivent Financial’s control.

•

REPORTING AND RECORD RETENTION

Proxy statements and solicitation materials received from issuers (other than those which are available on the SEC’s EDGAR database) are kept by Glass Lewis in its capacity as voting agent and are available upon request. Thrivent Financial retains documentation on shares voted differently than the Thrivent Financial voting guidelines, and any document which is material to a proxy voting decision such as the Thrivent Financial voting guidelines and the Brokerage Committee meeting materials. In addition, all SEC filings with regard to proxy voting, such as Form N-PX, will be kept. All proxy voting materials and supporting documentation are retained for five years.

Glass Lewis provides Vote Summary Reports for each Thrivent Fund. The report specifies the company, ticker, cusip, meeting dates, proxy proposals, and votes which have been cast for the Thrivent Fund during the period, the position taken with respect to each issue and whether the fund voted with or against company management. Information on how each Thrivent Fund voted proxies during the most recent 12-month period ending June 30 is available at the Thrivent Financial web site or the SEC web site.

Aberdeen U.S. Registered Advisers

Proxy Voting Policies and Procedures

As of September 09, 2008

The following are proxy voting policies and procedures (“Policies and Procedures”) adopted by affiliated investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Advisers Act”), that are subsidiaries of Aberdeen Asset Management PLC (“AAM”); including, specifically, Aberdeen Asset Management Inc., a Delaware Corporation, (“Aberdeen US”), Aberdeen Asset Management Asia Limited, a Singapore Corporation (“Aberdeen Singapore”), Aberdeen Asset Management Limited, an Australian Corporation (“Aberdeen AU”), and Aberdeen Asset Management Investment Services Limited, a UK Corporation (“AAMISL”), (collectively referred to herein as “Aberdeen Advisers” and each an “Aberdeen Adviser”) (collectively with AAM, “Aberdeen”). These Policies and Procedures address proxy voting considerations under U.S. law and regulation and under Canadian securities laws. These Policies and Procedures do not address the laws or requirements of other jurisdictions.

Each of the Aberdeen Advisers provides advisory resources to certain U.S. clients, including substantive advice on voting proxies for certain equity securities. These Policies and Procedures are adopted to ensure compliance by the Aberdeen Advisers with Rule 206(4)-6 under the Advisers Act and other applicable fiduciary obligations under rules and regulations of the SEC and interpretations of its staff with respect to proxies for voting securities held by client portfolios.

Clients may consist of investment companies registered under the Investment Company Act of 1940, as amended (“1940 Act”) (“Funds” and each a “Fund”), and other U.S. residents as well as non-U.S. registered funds or clients. Each Aberdeen Adviser follows these Policies and Procedures for each of its respective U.S. clients as required under the Advisers Act and other applicable law, unless expressly directed by a client in writing to refrain from voting that client’s proxies or to vote in accordance with the client’s proxy voting policies and procedures. Aberdeen Advisers who advise or subadvise the Funds follow both these Policies and Procedures and the proxy voting policies and procedures adopted by the Funds and their respective Boards of Directors or Trustees. Aberdeen Advisers located outside the U.S. may provide proxy voting services to their non-U.S. based clients in accordance with the jurisdiction in which the client is located. Aberdeen US, Aberdeen Singapore and Aberdeen AU will provide proxy voting services to Canadian investment funds in accordance with National Instrument 81-106 — Investment Fund Continuous Disclosure.

I.	Definitions

“Best interest of clients”. Clients’ best economic interests over the long term that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform.

“Material conflict of interest”. Circumstances when an Aberdeen Adviser or any member of senior management, portfolio manager or portfolio analyst knowingly does business with a particular proxy issuer or closely affiliated entity, which may appear to create a material conflict between the interests of the Aberdeen Adviser and the interests of its clients in how proxies of that issuer are voted. A material conflict of interest might also exist in unusual circumstances when Aberdeen has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and an affiliate of an Aberdeen Adviser.

II.

General Voting Policies

Client’s Best Interest. These Policies and Procedures are designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the best interests of clients. Proxies are voted

with the aim of furthering the best economic interests of clients, promoting high levels of corporate governance and adequate disclosure of company policies, activities and returns, including fair and equal treatment of stockholders.

Shareholder Activism. Aberdeen Advisers seek to develop relationships with the management of portfolio companies to encourage transparency and improvements in the treatment of employees, owners and stakeholders. Thus, Aberdeen Advisers may engage in dialogue with the management of portfolio companies with respect to pending proxy voting issues.

Case-by-Case Basis. These Policies and Procedures are guidelines. Each vote is ultimately cast on a case-by-case basis, taking into consideration the contractual obligations under the advisory agreement or comparable document, and all other relevant facts and circumstances at the time of the vote. Aberdeen Advisers may cast proxy votes in favor of management proposals or seek to change the views of management, considering specific issues as they arise on their merits. Aberdeen Advisers may also join with other investment managers in seeking to submit a shareholder proposal to a company or to oppose a proposal submitted by the company. Such action may be based on fundamental, social, environmental or human rights grounds.

Individualized. These Policies and Procedures are tailored to suit Aberdeen’s advisory business and the types of securities portfolios Aberdeen Advisers manage. To the extent that clients (e.g., investment companies, corporations, pension plans) have adopted their own procedures, Aberdeen Advisers may vote the same securities differently depending upon clients’ directions.

Material Conflicts of Interest. Material conflicts are resolved in the best interest of clients. When a material conflict of interest between an Aberdeen Adviser and its respective client(s) is identified, the Aberdeen Adviser will choose among the procedures set forth in Section IV.B.2. below to resolve such conflict.

Limitations. The circumstances under which Aberdeen may take a limited role in voting proxies, include the following:

No Responsibility. Aberdeen Advisers will not vote proxies for client accounts in which the client contract specifies that Aberdeen will not vote. Under such circumstances, the clients’ custodians are instructed to mail proxy material directly to such clients or the clients’ designees.

Limited Value. An Aberdeen Adviser may abstain from voting a client proxy if the Aberdeen Adviser determines that the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant. Aberdeen Advisers may also abstain from voting the proxies of portfolio companies held in their passively managed funds. Proxies with respect to securities that have been sold before the date of the shareholders meeting and are no longer held by a client generally will not be voted.

Unjustifiable Costs. An Aberdeen Adviser may abstain from voting a client proxy for cost reasons (e.g., non-U.S. securities).

Securities Lending Arrangements. If voting securities are part of a securities lending program, Aberdeen may be unable to vote while the securities are on loan.

Share Blocking. Certain jurisdictions may impose share blocking restrictions at various times which may prevent Aberdeen from exercising its voting authority.

Special Considerations. Aberdeen’s responsibilities for voting proxies are determined generally by its obligations under each advisory contract or similar document. If a client requests in writing that an Aberdeen Adviser vote its proxy in a manner inconsistent with these Policies and Procedures, the Aberdeen Adviser may follow the client’s direction or may request that the client vote the proxy directly.

Sources of Information. The Aberdeen Advisers may conduct research internally and/or use the resources of an independent research consultant. The Aberdeen Advisers may consider legislative

materials, studies of corporate governance and other proxy voting issues, and/or analyses of shareholder and management proposals by a certain sector of companies, e.g., Fortune 500 companies.

Subadvisers. To the extent that an Aberdeen Adviser may rely on subadvisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Aberdeen Adviser may delegate responsibility for voting proxies to the subadviser. However, such subadvisers will be required either to follow these Policies and Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise implemented in the best interests of the Aberdeen Advisers’ clients.

Availability of Policies and Procedures. Aberdeen Advisers will provide clients with a copy of these Policies and Procedures, as revised from time to time, upon request.

Disclosure of Vote. As disclosed in Part II of each Aberdeen Adviser’s Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Aberdeen Adviser. Aberdeen Advisers do not generally disclose client proxy votes to third parties, other than as required for Funds, unless specifically requested, in writing, by the client.

III.

Specific Voting Policies

General Philosophy.

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Support existing management on votes on the financial statements of a company and the election of the Board of Directors;

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Vote for the acceptance of the accounts unless there are grounds to suspect that either the accounts as presented or audit procedures used, do not present an accurate picture of company results; and

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Support routine issues such as the appointment of independent auditors, allocation of income and the declaration of stock (scrip) dividend proposals provided there is a cash alternative.

Anti-takeover Measures. Aberdeen Advisers vote on anti-takeover measures on a case-by-case basis taking into consideration such factors as the long-term financial performance of the target company relative to its industry competition. Key measures of performance will include the growth rates for sales, operating income, net income and total shareholder returns. Other factors which will be considered include margin analysis, cash flow and debt levels.

Proxy Contests for Control. Aberdeen Advisers vote on proxy contests for control on a case-by-case basis taking into consideration such factors as long-term financial performance of the target company relative to its industry, management’s track record, background to the proxy contest, qualifications of director nominees, evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and stock ownership positions.

Contested Elections. Aberdeen Advisers vote on contested elections on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. Aberdeen Advisers also consider the independence of board and key committee members and the corporate governance practices of the company.

Executive compensation proposals. Aberdeen Advisers consider such proposals on a case-by-case basis taking into consideration such factors as executive pay and spending perquisites, particularly in conjunction with sub-par performance and employee layoffs.

Shareholder Proposals. Aberdeen Advisers consider such proposals on a case-by-case basis. Aberdeen Advisers support those proposals which will improve the company’s corporate governance or business profile at a reasonable cost, but may oppose proposals which result in significant cost being incurred with little or no benefit to the company or its shareholders.

IV.

Proxy Voting Procedures

This section applies to each Aberdeen Adviser except to the extent that certain procedures are identified as applicable only to a specific Aberdeen Adviser.

Obtain Proxy. Registered owners of record, e.g., trustees or custodian banks, that receive proxy materials from the issuer or its information agent, are instructed to sign physical proxy cards in blank and forward directly to the relevant Aberdeen Adviser’s designated proxy administrator (“PA”). Proxies may also be delivered electronically by custodians using proxy services such as ProxyEdge. Each proxy received is matched to the securities to be voted.

Material Conflicts of Interest.

Identify the existence of any material conflicts of interest relating to the securities to be voted or the issue at hand. Portfolio managers and research analysts (“Analysts”) and senior management of each Aberdeen Adviser have an affirmative duty to disclose any personal conflicts such as officer or director positions held by them, their spouses or close relatives in the portfolio company or attempts by the portfolio company to exert influence over such person with respect to their vote. Conflicts based on business relationships or dealings of affiliates of any Aberdeen Adviser will only be considered to the extent that the Aberdeen Adviser has actual knowledge of such business relationships.

When a material conflict of interest between an Aberdeen Adviser’s interests and its clients’ interests appears to exist, the Aberdeen Adviser may choose among the following options to eliminate such conflict: (1) vote in accordance with these Policies and Procedures if it involves little or no discretion; (2) vote as recommended by a third party service if the Aberdeen Adviser utilizes such a service; (3) “echo vote” or “mirror vote” the proxies in the same proportion as the votes of other proxy holders that are not Aberdeen clients; (4) if possible, erect information barriers around the person or persons making voting decisions sufficient to insulate the decision from the conflict; (5) if practical, notify affected clients of the conflict of interest and seek a waiver of the conflict; or (6) if agreed upon in writing with the client, forward the proxies to affected clients allowing them to vote their own proxies.

Analysts. The proxy administration process is carried out by the Global Voting Team based in Scotland (“PA-UK)”. The PA-UK ensures that each proxy statement is directed to the appropriate Analyst. If a third party recommendation service has been retained, the PA-UK will forward the proxy statement to the Analyst with the recommendation highlighted. The Analyst will determine whether to vote as recommended by the service provider or to recommend an alternative and shall advise the PA-UK . The Analyst may consult with the PA-UK as necessary. If the Analyst recommends voting against the third party recommendation, he or she is responsible for documenting the reasons for such recommendation and that no conflict of interest influenced such recommendation. If no third party recommendation service is utilized or if no recommendation is provided, the Analyst is responsible for documenting the rationale for his or her vote recommendation.

Vote. The following describes the breakdown of responsibilities between the designated PA and the Corporate Governance Group (“CGG”) of each Aberdeen Adviser in voting portfolio securities and the extent to which the Aberdeen Advisers rely on third party service providers.

The US Fund Administration group (“PA-US”), and the PA-UK, are responsible for ensuring that votes for Aberdeen Advisers’ clients are cast and cast in accordance with these Policies and Procedures. The PA-US is primarily responsible for administering proxy votes for the-Funds which are advised or sub-advised by the Aberdeen Advisers, the US closed-end Funds for which Aberdeen Singapore is the Manager, and the Canadian investment funds.

Responsibility for considering the substantive issues relating to any vote and for deciding how shares will be voted resides with the relevant Analyst whether located in Aberdeen US, Aberdeen UK, Aberdeen AU or Aberdeen Singapore.

In the event that a material conflict of interest is identified by any Analyst, whether in Aberdeen US, Aberdeen UK, Aberdeen AU, Aberdeen Singapore, or AAMISL, decisions on how to vote will be referred to the Corporate Governance Group (“CGG”). The CGG includes the Chief Investment Officer, the head of the Socially Responsible Research, and representatives from Aberdeen US, Aberdeen UK, Aberdeen AU, AAMISL and Aberdeen Singapore’s portfolio management teams,. The CGG meets as needed to consider material conflicts of interest or any other items raising unique issues. If the CGG determines that there is no material conflict of interest, the vote recommendation will be forwarded to the appropriate proxy administrator, either the PA-US or PA-UK. If a material conflict of interest is identified, the CGG will follow the conflict of interest procedures set forth in Section IV.B.2., above.

The Aberdeen Advisers have engaged ProxyEdge, a third party service provider, to cast votes electronically for certain clients and to maintain records of such votes electronically. Custodians for certain clients provide the PA-US with access to ProxyEdge. PA-UK helps facilitate and coordinate proxy voting for certain U.S. clients of the Aberdeen Advisers. Aberdeen UK has engaged Institutional Shareholder Services (“ISS”), a third party service provider, to provide (1) notification of impending votes; (2) research into non-routine votes, including shareholder resolutions; (3) voting recommendations which may be viewed on-line; and (4) web-based voting. In the absence of any material conflict of interest, the Aberdeen Advisers may either vote in accordance with the ISS recommendation or decline to follow the ISS recommendation based on its own view of the agenda item provided that decisions to vote contrary to the ISS recommendation are documented as set forth in Section IV.C., above. For clients on the ISS system, votes are automatically entered in accordance with ISS recommendations unless the PA-UK expressly changes the vote prior to the voting deadline with appropriate analyst documentation. In the event of a material conflict of interest, the Aberdeen Advisers will follow the procedures outlined in Section IV.B.2, above.

Review. PA-UK are responsible for ensuring that proxy materials are received in a timely manner and reconciled against holdings on the record date of client accounts over which the Aberdeen Adviser has voting authority to ensure that all shares held on the record date, and for which a voting obligation exists, are voted.

V.	Documentation, Recordkeeping and Reporting Requirements

Documentation.

The Aberdeen US Chief Compliance Officer is responsible for implementing and updating these Policies and Procedures;

The PA-UK and PA-US are responsible for:

Overseeing the proxy voting process;

Consulting with portfolio managers/analysts for the relevant portfolio security; and

Maintaining manual proxy voting records, if any, and overseeing and reviewing voting execution and recordkeeping by third party providers such as ISS and ProxyEdge.

Record Keeping.

Each Aberdeen Adviser maintains or procures the maintenance of records of all proxies it has voted. As permitted by Rule 204-2(c), electronic proxy statements and the record of each vote cast by each client account will be maintained by either ISS and Proxy Edge, depending on the client account.

A US Fund’s proxy voting record must be filed with the SEC on Form N-PX. Form N-PX must be completed and signed in the manner required, containing a fund’s proxy voting record for the most recent twelve-month period ended June 30th (beginning August 31, 2004). If an Aberdeen

Adviser delegates this reporting responsibility to a third party service provider such as ISS or Proxy Edge, it will ensure that the third party service provider files Form N-PX accordingly. Aberdeen Advisers shall obtain and maintain undertakings from both ISS and Proxy Edge to provide it with copies of proxy voting records and other documents relating to its clients’ votes promptly upon request. Aberdeen Advisers, ISS and Proxy Edge may rely on the SEC’s EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (e.g., large U.S.-based issuers).

As required by Rule 204-2(c), such records will also include: (a) a copy of the Policies and Procedures; (b) a copy of any document created by the Aberdeen Adviser that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (c) each written client request for proxy voting records and the Aberdeen Adviser’s written response to any (written or oral) client request for such records.

Duration. Proxy voting books and records will be maintained in an easily accessible place for a period of five years, the first two in an appropriate office of the Aberdeen Adviser.

Reporting. The Aberdeen Advisers will initially inform clients of these Policies and Procedures by summary disclosure in Part II of their respective Forms ADV. Upon receipt of a client’s request for more information, the Aberdeen Advisers will provide to the client a copy of these Policies and Procedures and/or, in accordance with the client’s stated requirements, how the client’s proxies were voted during the period requested subsequent to the adoption of these Policies and Procedures. Such periodic reports, other than those required for Funds, will not be made available to third parties absent the express written request of the client. However, to the extent that any Aberdeen Adviser may serve as a subadviser to another adviser to a Client, such Aberdeen Adviser will be deemed to be authorized to provide proxy voting records on such Client accounts to such other adviser.

For Canadian investment funds, Aberdeen US, Aberdeen AU and Aberdeen Singapore will assist in preparing annual proxy voting records for the period ending June 30 of each year and will post an annual proxy voting record on each Canadian investment fund’s website no later than August 31 of each year. Upon receipt of a client or securityholder’s request, Aberdeen US, Aberdeen AU or Aberdeen Singapore will make available a copy of these Policies and Procedures and the Canadian investment fund’s proxy voting record, without charge, to any client or securityholder upon a request made by the client or securityholder after August 31.

Review of Policies and Procedures. These Policies and Procedures will be subject to review on a periodic basis as deemed appropriate by the Aberdeen Advisers. Any questions regarding the Policies and Procedures should be directed to the Compliance Department of the respective Aberdeen Adviser.

October 2003

GOLDMAN SACHS ASSET MANAGEMENT

Policy on Proxy Voting

for Investment Advisory Clients

Goldman Sachs Asset Management (“GSAM”) has adopted the policies and procedures set out below regarding the voting of proxies on securities held in client accounts (the “Policy”). These policies and procedures are designed to ensure that where GSAM has the authority to vote proxies, GSAM complies with its legal, fiduciary, and contractual obligations.

Guiding Principles

Proxy voting and the analysis of corporate governance issues in general are important elements of the portfolio management services we provide to our advisory clients who have authorized us to address these matters on their behalf. Our guiding principles in performing proxy voting are to make decisions that (i) favor proposals that tend to maximize a company’s shareholder value and (ii) are not influenced by conflicts of interest. These principles reflect GSAM’s belief that sound corporate governance will create a framework within which a company can be managed in the interests of its shareholders.

Public Equity Investments

To implement these guiding principles for investments in publicly-traded equities, we follow the Institutional Shareholder Services (“ISS”) Standard Proxy Voting Guidelines (the “Guidelines”), except in circumstances as described below. The Guidelines embody the positions and factors GSAM generally considers important in casting proxy votes.

They address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder proposals. Recognizing the complexity and fact-specific nature of many corporate governance issues, the Guidelines often do not direct a particular voting outcome, but instead identify factors ISS considers in determining how the vote should be cast. A summary of the Guidelines is attached as Appendix A.

In connection with each proxy vote, ISS prepares a written analysis and recommendation (an “ISS Recommendation”) that reflects ISS’s application of Guidelines to the particular proxy issues. Where the Guidelines do not direct a particular response and instead list relevant factors, the ISS Recommendation will reflect ISS’s own evaluation of the factors. As explained more fully below, however, each GSAM equity portfolio management team (“Portfolio Management Team”) may on any particular proxy vote decide to diverge from the Guidelines or an ISS Recommendation. In such cases, our procedures require: (i) the requesting Portfolio Management Team to set forth the reasons for their decision; (ii) the approval of the Local Chief Investment Officer for the requesting Portfolio Management Team; (iii) notification to the Global Chief Investment Officer and other appropriate GSAM personnel; (iv) a determination that the decision is not influenced by any conflict of interest; and (v) the creation of a written record reflecting the process.

The principles and positions reflected in this Policy are designed to guide us in voting proxies, and not necessarily in making investment decisions. Portfolio Management Teams base their determinations of whether to invest in a particular company on a variety of factors, and while corporate governance may be one such factor, it may not be the primary consideration.

Senior management of GSAM periodically reviews this Policy, including our use of the Guidelines, to ensure it continues to be consistent with our guiding principles.

Implementation by Portfolio Management Teams

General Overview

While it is GSAM’s policy generally to follow the Guidelines and the ISS Recommendations, the active-equity and quantitative-equity Portfolio Management Teams have developed different approaches for using the Guidelines and ISS Recommendations in light of their different investment philosophies and processes.

Active Equity

Our active-equity Portfolio Management Teams view the analysis of corporate governance practices as an integral part of the investment research and stock valuation process.

Therefore, on a case-by-case basis and subject to the approval process described above, each active-equity Portfolio Management Team may vote differently from the Guidelines or a particular ISS Recommendation. In forming their views on particular matters, our active-equity Portfolio Management Teams are permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and ISS Recommendations.

In our active-equity investment research process, responsibility for analyzing corporate board structures and the corporate governance practices of portfolio companies in connection with proxy voting decisions lies with the relevant Portfolio Management Team.

Accordingly, each active-equity Portfolio Management Team is charged with performing these functions for the portfolio companies as part of the team’s research efforts. As part of that research process, each active-equity Portfolio Management Team has regular internal research meetings to discuss the companies held in a particular team’s investment portfolio. Among the topics that may be discussed at these meetings are issues pertaining to a portfolio company’s record and policies on corporate governance practices that may affect shareholder value.

Each active-equity Portfolio Management Team determines how to allocate responsibility for analyzing corporate governance issues and proxy voting decisions among the team’s members. Under each arrangement, the work related to proxy voting is integrated into our research process. Each active-equity Portfolio Management Team remains responsible for ensuring that corporate governance issues are analyzed and proxy votes are cast in a manner consistent with our guiding principles.

Quantitative Equity

Our quantitative-equity Portfolio Management Teams, by contrast, have decided to follow the Guidelines and ISS Recommendations exclusively, based on such Portfolio Management Teams’ investment philosophy and approach to portfolio construction, as well as the evaluation of ISS’s services and methodology in analyzing shareholder and corporate governance matters. Nevertheless, our quantitative-equity Portfolio Management Teams retain the authority to revisit this position, with respect to both their general approach to proxy voting (subject to the approval of GSAM senior management) and any specific shareholder vote (subject to the approval process described above).

Use of Third-Party Service Providers

We utilize independent service providers, such as ISS, to assist us in developing substantive proxy voting positions. ISS also updates and revises the Guidelines on a periodic basis, and any such revisions are reviewed by GSAM to determine whether they are consistent with our guiding principles. In addition, ISS assists us in the proxy voting process by providing operational, recordkeeping and reporting services. GSAM’s decision to retain ISS to perform the services described in this Policy is based principally on the view the services ISS provides will result in proxy voting decisions that are consistent with our guiding principles. GSAM management is responsible for reviewing our relationship with ISS and for evaluating the quality and effectiveness of the various services provided by ISS to assist us in satisfying our proxy voting responsibilities.

GSAM may hire other service providers to replace or supplement ISS with respect to any of the services GSAM currently receives from ISS. In addition, individual Portfolio Management Teams may supplement the information and analyses ISS provides from other sources.

Conflicts of Interest

Pursuant to this Policy, GSAM has implemented procedures designed to prevent conflicts of interest from influencing its proxy voting decisions. These procedures include our use of the Guidelines and ISS Recommendations. Proxy votes cast by GSAM in accordance with the Guidelines and ISS Recommendations will not present any conflicts of interest because GSAM casts such votes in accordance with a pre-determined policy based upon the recommendations of an independent third party.

Our procedures also prohibit the influence of conflicts of interest where an active-equity Portfolio Management Team decides to vote against an ISS Recommendation. In general, conflicts of interest between GSAM and other businesses within Goldman Sachs should not affect GSAM in light of the information barrier policies separating GSAM from those other businesses. In addition, in any particular case, the approval process for a decision to vote against an ISS Recommendation, as described above, includes an inquiry into potential conflicts of interest, and GSAM senior management will not approve decisions that are based on the influence of such conflicts.

Fixed Income and Private Investments

Voting decisions with respect to client investments in fixed income securities and the securities of privately-held issuers generally will be made by the relevant portfolio managers based on their assessment of the particular transactions or other matters at issue.

External Managers

Where GSAM places client assets with managers outside of GSAM, whether through separate accounts, funds-of-funds or other structures, such external managers generally will be responsible for voting proxies in accordance with the managers’ own policies. GSAM may, however, retain such responsibilities where it deems appropriate.

Client Direction

Clients may choose to vote proxies themselves, in which case they must arrange for their custodians to send proxy materials directly to them. GSAM can also accommodate individual clients that have developed their own guidelines with ISS or another proxy service. Clients may also discuss with GSAM the possibility of receiving individualized reports or other individualized services regarding proxy voting conducted on their behalf.

APPENDIX A

ISS Standard Proxy Voting Guidelines Summary

The following is a concise summary of the ISS Standard Proxy Voting Guidelines (the “Guidelines”), which form the substantive basis of GSAM’s Policy on Proxy Voting for Investment Advisory Clients (“Policy”) with respect to public equity investments. As described in the main body of the Policy, GSAM may diverge from the Guidelines and a related ISS recommendation on any particular proxy vote or in connection with any individual investment decision.

1. Auditors

Vote FOR proposals to ratify auditors, unless any of the following apply:

An auditor has a financial interest in or association with the company, and is therefore not independent,

Fees for non-audit services are excessive, or

There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

2. Board of Directors

a. Voting on Director Nominees in Uncontested Elections

Votes on director nominees should be made on a CASE-BY-CASE basis, examining the following factors: independence of the board and key board committees, attendance at board meetings, corporate governance provisions and takeover activity, long-term company performance, responsiveness to shareholder proposals, any egregious board actions, and any excessive non-audit fees or other potential auditor conflicts.

b. Classification/Declassification of the Board

Vote AGAINST proposals to classify the board.

Vote FOR proposals to repeal classified boards and to elect all directors annually.

c. Independent Chairman (Separate Chairman/CEO)

Vote on a CASE-BY-CASE basis shareholder proposals requiring that the positions of chairman and CEO be held separately. Because some companies have governance structures in place that counterbalance a combined position, certain factors should be taken into account in determining whether the proposal warrants support. These factors include the presence of a lead director, board and committee independence, governance guidelines, company performance, and annual review by outside directors of CEO pay.

d. Majority of Independent Directors/Establishment of Committees

Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’s definition of independence.

Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.

3. Shareholder Rights

a. Shareholder Ability to Act by Written Consent

Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent. Vote FOR proposals to allow or make easier shareholder action by written consent.

b. Shareholder Ability to Call Special Meetings

Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

c. Supermajority Vote Requirements

Vote AGAINST proposals to require a supermajority shareholder vote.

Vote FOR proposals to lower supermajority vote requirements.

d. Cumulative Voting

Vote AGAINST proposals to eliminate cumulative voting.

Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company’s other governance provisions.

e. Confidential Voting

Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.

Vote FOR management proposals to adopt confidential voting.

4. Proxy Contests

a. Voting for Director Nominees in Contested Elections

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis, considering the factors that include the long-term financial performance, management’s track record, qualifications of director nominees (both slates), and an evaluation of what each side is offering shareholders.

b. Reimbursing Proxy Solicitation Expenses

Vote CASE-BY-CASE. Where ISS recommends in favor of the dissidents, ISS also recommends voting for reimbursing proxy solicitation expenses.

5. Poison Pills

Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill and management proposals to ratify a poison pill.

6. Mergers and Corporate Restructurings

Vote CASE-BY-CASE on mergers and corporate restructurings based on such features as the fairness opinion, pricing, strategic rationale, and the negotiating process.

7. Reincorporation Proposals

Proposals to change a company’s state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws. Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

8. Capital Structure

a. Common Stock Authorization

Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a CASE-BY-CASE basis using a model developed by ISS.

Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.

Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being de-listed or if a company’s ability to continue to operate as a going concern is uncertain.

b. Dual-class Stock

Vote AGAINST proposals to create a new class of common stock with superior voting rights.

Vote FOR proposals to create a new class of non-voting or sub-voting common stock if:

It is intended for financing purposes with minimal or no dilution to current shareholders

It is not designed to preserve the voting power of an insider or significant shareholder

9. Executive and Director Compensation

Votes with respect to compensation plans should be determined on a CASE-BY-CASE basis. The ISS methodology for reviewing compensation plans primarily focuses on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders instead of simply focusing on voting power dilution). Using the expanded compensation data disclosed under the Securities and Exchange Commission’s rules, ISS will value every award type. ISS will include in its analyses an estimated dollar cost for the proposed plan and all continuing plans. This cost, dilution to shareholders’ equity, will also be expressed as a percentage figure for the transfer of shareholder wealth, and will be considered along with dilution to voting power. Once ISS determines the estimated cost of the plan, ISS compares it to a company-specific dilution cap.

Vote AGAINST equity plans that explicitly permit repricing or where the company has a history of repricing without shareholder approval.

a. Management Proposals Seeking Approval to Reprice Options

Votes on management proposals seeking approval to reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following:

Historic trading patterns

Rationale for the repricing

Value-for-value exchange

Option vesting

Term of the option

Exercise price

Participation

b. Employee Stock Purchase Plans

Votes on employee stock purchase plans should be determined on a CASE-BY-CASE basis.

Vote FOR employee stock purchase plans where all of the following apply:

Purchase price is at least 85 percent of fair market value;

Offering period is 27 months or less; and

Potential voting power dilution is ten percent or less.

Vote AGAINST employee stock purchase plans where any of the opposite conditions obtain.

c. Shareholder Proposals on Compensation

Vote on a CASE-BY-CASE basis for all other shareholder proposals regarding executive

and director pay, taking into account company performance, pay level versus peers, pay

level versus industry, and long-term corporate outlook.

10. Social and Environmental Issues

These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business, and workplace diversity.

In general, vote CASE-BY-CASE. While a wide variety of factors go into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal will enhance the economic value of the company.

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MERCATOR

Proxy Voting Process and Policies Summary

MAM has adopted the following Proxy Policies and Procedures in accordance with the relevant rules. Proxy votes will be periodically spot checked by the Chief Compliance Officer (“CCO”) for adherence to these rules.

MAM Proxy Voting Policies:

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Proxies are voted in a way that is consistent with the best interests of our clients. MAM accepts the fact that, under ERISA, voting proxies is a fiduciary act of MAM. As a fiduciary it may be appropriate for us to engage in active monitoring and communications with the issuer.

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MAM votes proxies for all clients that have delegated to MAM full authority and responsibility to cast said votes, except that when voting on proxy proposals involving foreign securities will involve unusual costs, MAM will weigh those costs against the benefits of voting in determining whether to vote on a particular proposal.

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MAM receives company meeting information and proxy materials from client custodian banks, analyst research or from the issuer directly. If necessary and appropriate, a translation service will be used. MAM also refers to Global Proxy Voting Manual as issued by Institutional Shareholder Services (ISS) and to Global Proxy Analysis, a product of ISS, for informational purposes.

Proxy Voting Procedures:

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Designated Proxy Officer of MAM is responsible for client proxy votes.

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MAM will cast votes in accordance with specific client guidelines if applicable, subject to consultation with the client if MAM believes that such vote would not be in the client's best interest. In the absence of applicable client guidelines, MAM will vote in accordance with its judgment as to the client’s best interest, except that any vote involving a MAM conflict of interest will be cast in accordance with the specific ISS recommendation if available, or, if not, then in accordance with the ISS Global Proxy Manual.

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Full documentation is kept on each vote cast in every client account.

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Additionally, the CCO will review and sign-off on the following votes: Any vote presented to MAM's investment committee, any vote cast that is inconsistent with the ISS guidelines (whether or not there is a conflict of interest present), any vote cast that is inconsistent with applicable client guidelines, any vote cast against management, and any vote involving a MAM conflict of interest.

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Proxy Officer responsible for proxies will vote them. Many issues are relatively routine i.e. approval of annual report, auditors, uncontested election of directors, financial reports etc., and require no further assessment. Any issue in the judgment of the Proxy Officer that requires special consideration will be presented to MAM’s investment committee for a decision.

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Procedures are in place to assure voting is done in a timely manner.

Proxy Voting Reporting:

Reporting of proxy voting is available to all of our clients upon request.

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PRINCIPAL GLOBAL INVESTORS, LLC (“PGI”)*

Policy on Proxy Voting

for Investment Advisory Clients

Policy

The Advisers believe that proxy voting and the analysis of corporate governance issues, in general, are important elements of the portfolio management services we provide to our advisory clients. Our guiding principles in performing proxy voting are to make decisions that (i) favor proposals that tend to maximize a company’s shareholder value and (ii) are not influenced by conflicts of interest. These principles reflect the Advisers’ belief that sound corporate governance will create a framework within which a company can be managed in the interests of its shareholders. In addition, as a fiduciary, the Advisers also monitor Clients’ ability to participate in class action events through the regular portfolio management process. Accordingly, the Advisers have adopted the policies and procedures set out below, which are designed to ensure that the Advisers comply with legal, fiduciary, and contractual obligations with respect to proxy voting and class actions.

Proxy Voting Procedures

The Advisers have implemented these procedures with the premise that portfolio management personnel base their determinations of whether to invest in a particular company on a variety of factors, and while corporate governance is one such factor, it may not be the primary consideration. As such, the principles and positions reflected in the procedures are designed to guide in the voting of proxies, and not necessarily in making investment decisions. The Operations Department has assigned a Proxy Voting Coordinator to manage the proxy voting process.

Institutional Shareholder Services

Based on the Advisers’ investment philosophy and approach to portfolio construction, and given the complexity of the issues that may be raised in connection with proxy votes, the Advisers have retained the services of Institutional Shareholder Services (“ISS”). ISS, a wholly owned subsidiary of RiskMetrics Group, is an independent company that specializes in providing a variety of fiduciary-level proxy-related services to institutional investment managers. The services provided to the Advisers include in-depth research, voting recommendations, vote execution, recordkeeping, and reporting. The Advisers have elected to follow the ISS Standard Proxy Voting Guidelines (the “Guidelines”), which embody the positions and factors that the Advisers’ Portfolio Management Teams (“PM Teams”) generally consider important in casting proxy votes.11 The Guidelines address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder proposals. In connection with each proxy vote, ISS prepares a written analysis and recommendation (an “ISS Recommendation”) that reflects ISS’s application of the Guidelines to the particular proxy issues. ISS Proxy Voting Guidelines Summaries are accessible to all PM Teams on the ISS system. They are also available from the Proxy Voting Coordinator, who has been assigned by the Operations Department to manage the proxy voting process.

Voting Against ISS Recommendations

On any particular proxy vote, Portfolio Managers may decide to diverge from the Guidelines. Where the Guidelines do not direct a particular response and instead list relevant factors, the ISS Recommendation will reflect ISS’s own evaluation of the factors. As mentioned above, the PM Teams have access to the ISS Recommendations and may determine that it is in the best interest of Clients to vote differently. In the event that judgment differs from that of ISS, the Advisers will memorialize the reasons supporting that judgment and retain a copy of those records for the Advisers’ files. In such cases, our procedures require:

The requesting PM Team to set forth the reasons for their decision;

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The approval of the lead Portfolio Manager for the requesting PM Team;

Notification to the Proxy Voting Coordinator and other appropriate personnel (including other PGI/PrinREI Portfolio Managers who may own the particular security);

A determination that the decision is not influenced by any conflict of interest; and

The creation of a written record reflecting the process.

Additionally, the Compliance Department will periodically review the voting of proxies to ensure that all such votes — particularly those diverging from the judgment of ISS — were voted consistent with the Advisers’ fiduciary duties.

Conflicts of Interest

The Advisers have implemented procedures designed to prevent conflicts of interest from influencing proxy voting decisions. These procedures include our use of the Guidelines and ISS Recommendations. Proxy votes cast by the Advisers in accordance with the Guidelines and ISS Recommendations are generally not viewed as being the product of any conflicts of interest because the Advisers cast such votes pursuant to a pre-determined policy based upon the recommendations of an independent third party. Our procedures also prohibit the influence of conflicts of interest where a PM Team decides to vote against an ISS Recommendation, as described above. In exceptional circumstances, the approval process may also include consultation with the Advisers’ senior management, the Law Department, Outside Counsel, and/or the Client whose account may be affected by the conflict. The Advisers will maintain a record of the resolution of any proxy voting conflict of interest.

Fixed Income and Private Investments

Voting decisions with respect to Client investments in fixed income securities and the securities of privately held issuers will generally be made by the relevant Portfolio Managers based on their assessment of the particular transactions or other matters at issue.

Abstaining from Voting Certain Proxies

The Advisers shall at no time ignore or neglect their proxy voting responsibilities. However, there may be times when refraining from voting is in the Client’s best interest, such as when the Advisers’ analysis of a particular proxy issue reveals that the cost of voting the proxy may exceed the expected benefit to the Client. Such proxies may be voted on a best-efforts basis. These issues may include, but are not limited to:

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Restrictions for share blocking countries;

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Casting a vote on a foreign security may require that the adviser engage a translator;

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Restrictions on foreigners’ ability to exercise votes;

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Requirements to vote proxies in person;

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Requirements to provide local agents with power of attorney to facilitate the voting instructions;

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Untimely notice of shareholder meeting;

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Restrictions on the sale of securities for a period of time in proximity to the shareholder meeting.

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T. ROWE PRICE ASSOCIATES, INC

T. ROWE PRICE INTERNATIONAL, INC

T. ROWE PRICE GLOBAL INVESTMENT SERVICES, LTD

PROXY VOTING POLICIES AND PROCEDURES

RESPONSIBILITY TO VOTE PROXIES

T. Rowe Price Associates, Inc., T. Rowe Price International, Inc., and T. Rowe Price Global Investment Services Limited (“T. Rowe Price”) recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote in the election of the company’s directors and on matters affecting certain important aspects of the company’s structure and operations that are submitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies which it sponsors and serves as investment adviser (“T. Rowe Price Funds”) and by institutional and private counsel clients who have requested that T. Rowe Price be involved in the proxy process. T. Rowe Price has assumed the responsibility for voting proxies on behalf of the T. Rowe Price Funds and certain counsel clients who have delegated such responsibility to T. Rowe Price. In addition, T. Rowe Price makes recommendations regarding proxy voting to counsel clients who have not delegated the voting responsibility but who have requested voting advice.

T. Rowe Price has adopted these Proxy Voting Policies and Procedures (“Policies and Procedures”) for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with regard to the voting of client proxies.

Fiduciary Considerations. It is the policy of T. Rowe Price that decisions with respect to proxy issues will be made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company from the viewpoint of the particular client or Price Fund. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Our intent has always been to vote proxies, where possible to do so, in a manner consistent with our fiduciary obligations and responsibilities. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance.

Consideration Given Management Recommendations. One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. The Policies and Procedures were developed with the recognition that a company’s management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company’s board of directors. Accordingly, T. Rowe Price believes that the recommendation of management on most issues should be given weight in determining how proxy issues should be voted. However, the position of the company’s management will not be supported in any situation where it is found to be not in the best interests of the client, and the portfolio manager may always elect to vote contrary to management when he or she believes a particular proxy proposal may adversely affect the investment merits of owning stock in a portfolio company.

ADMINISTRATION OF POLICIES AND PROCEDURES

Proxy Committee. T. Rowe Price’s Proxy Committee (“Proxy Committee”) is responsible for establishing positions with respect to corporate governance and other proxy issues, including those involving corporate and social responsibility issues. The Proxy Committee also reviews questions and responds to inquiries from clients and mutual fund shareholders pertaining to proxy issues. While the Proxy Committee sets voting guidelines and serves as a resource for T. Rowe Price portfolio management, it does not have proxy voting authority for any Price Fund or counsel client. Rather, this responsibility is held by the Chairperson of the Fund’s Investment Advisory Committee or counsel client’s portfolio manager.

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Proxy Services Group. The Proxy Services Group is responsible for administering the proxy voting process as set forth in the Policies and Procedures.

Proxy Administrator. The Proxy Services Group will assign a Proxy Administrator who will be responsible for ensuring that all meeting notices are reviewed and important proxy matters are communicated to the portfolio managers for consideration.

HOW PROXIES ARE REVIEWED, PROCESSED AND VOTED

In order to facilitate the proxy voting process, T. Rowe Price has retained RiskMetrics Group (“RMG”), formerly known as Institutional Shareholder Services (“ISS”), as an expert in the proxy voting and corporate governance area. RMG specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility and corporate governance-related efforts. While the Proxy Committee relies upon RMG research in establishing T. Rowe Price’s proxy voting guidelines, and many of our guidelines are consistent with RMG positions, T. Rowe Price deviates from RMG recommendations on some general policy issues and a number of specific proxy proposals.

Meeting Notification

T. Rowe Price utilizes RMG’s voting agent services to notify us of upcoming shareholder meetings for portfolio companies held in client accounts and to transmit votes to the various custodian banks of our clients. RMG tracks and reconciles T. Rowe Price holdings against incoming proxy ballots. If ballots do not arrive on time, RMG procures them from the appropriate custodian or proxy distribution agent. Meeting and record date information is updated daily, and transmitted to T. Rowe Price through Governance Analytics, RMG’s web-based application. RMG is also responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to T. Rowe Price upon request.

Vote Determination

RMG provides comprehensive summaries of proxy proposals, publications discussing key proxy voting issues, and specific vote recommendations regarding portfolio company proxies to assist in the proxy research process. The final authority and responsibility for proxy voting decisions remains with T. Rowe Price. Decisions with respect to proxy matters are made primarily in light of the anticipated impact of the issue on the desirability of investing in the company from the viewpoint of our clients.

Portfolio managers may decide to vote their proxies consistent with T. Rowe Price’s policies as set by the Proxy Committee and instruct our Proxy Administrator to vote all proxies accordingly. Alternatively, portfolio managers may request to review the vote recommendations and sign-off on all the proxies before the votes are cast, or may choose only to sign-off on those votes cast against management. The portfolio managers are also given the option of reviewing and determining the votes on all proxies without utilizing the vote guidelines of the Proxy Committee. In all cases, the portfolio managers may elect to receive current reports summarizing all proxy votes in his or her client accounts. Portfolio managers who vote their proxies inconsistent with T. Rowe Price guidelines are required to document the rationale for their votes. The Proxy Administrator is responsible for maintaining this documentation and assuring that it adequately reflects the basis for any vote which is cast in opposition to T. Rowe Price policy.

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T. Rowe Price Voting Policies

Specific voting guidelines have been adopted by the Proxy Committee for routine anti-takeover, executive compensation and corporate governance proposals, as well as other common shareholder proposals, and are available to clients upon request. The following is a summary of the significant T. Rowe Price policies:

Election of Directors — T. Rowe Price generally supports slates with a majority of independent directors. T. Rowe Price votes against outside directors that do not meet certain criteria relating to their independence but who serve on key board committees. We vote against directors who are unable to dedicate sufficient time to their board duties due to their commitments to other boards. We also vote against inside directors serving on key board committees and directors who miss more than one-fourth of the scheduled board meetings. We may vote against directors for failing to establish a formal nominating committee, as well as compensation committee members who approve excessive compensation plans. We support efforts to elect all board members annually because boards with staggered terms act as deterrents to takeover proposals. To strengthen boards’ accountability to shareholders, T. Rowe Price generally supports proposals calling for a majority vote threshold for the election of directors.

Anti-takeover, Capital Structure and Corporate Governance Issues — T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on possible transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes, and poison pills. We also oppose proposals that give management a “blank check” to create new classes of stock with disparate rights and privileges. When voting on capital structure proposals, T. Rowe Price will consider the dilutive impact to shareholders and the effect on shareholder rights. We generally support shareholder proposals that call for the separation of the Chairman and CEO positions unless there are sufficient governance safeguards already in place. With respect to proposals for the approval of a company’s auditor, we oppose auditors who have a significant non-audit relationship with the company.

Executive Compensation Issues — T. Rowe Price’s goal is to assure that a company’s equity-based compensation plan is aligned with shareholders’ long-term interests. While we evaluate plans on a case-by-case basis, T. Rowe Price generally opposes compensation packages that provide what we view as excessive awards to a few senior executives or that contain excessively dilutive stock option grants based on a number of criteria such as the costs associated with the plan, plan features, burn rates which are excessive in relation to the company’s peers, dilution to shareholders and comparability to plans in the company’s peer group. We generally oppose efforts to reprice options in the event of a decline in value of the underlying stock unless such plans appropriately balance shareholder and employee interests, and the retention of key personnel has become a genuine risk to the company’s business. For companies with particularly egregious pay practices such as excessive severance packages, perks, and bonuses (despite under-performance), or moving performance targets (to avoid poor payouts), we may vote against compensation committee members. Finally, we vote for proposals (either management or shareholder-sponsored) calling for shareholder ratification of a company’s executive compensation practices (“Say-on-Pay” proposals) a majority of the time.

Mergers and Acquisitions — T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders’ current and future earnings stream and to ensure that our Price Funds and clients are receiving fair compensation in exchange for their investment.

Social and Corporate Responsibility Issues — Vote recommendations for corporate responsibility issues are generated by the Global Corporate Governance Analyst using RMG’s proxy research. T. Rowe Price generally votes with a company’s management on social, environmental and corporate responsibility issues unless the issue has substantial investment implications for the company’s business or operations which have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a company’s businesses.

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Global Portfolio Companies — RMG applies a two-tier approach to determining and applying global proxy voting policies. The first tier establishes baseline policy guidelines for the most fundamental issues, which span the corporate governance spectrum without regard to a company’s domicile. The second tier takes into account various idiosyncrasies of different countries, making allowances for standard market practices, as long as they do not violate the fundamental goals of good corporate governance. The goal is to enhance shareholder value through effective use of the shareholder franchise, recognizing that application of policies developed for U.S. corporate governance issues are not necessarily appropriate for all markets. The Proxy Committee has reviewed RMG’s general global policies and has developed international proxy voting guidelines which in most instances are consistent with RMG recommendations.

Votes Against Company Management — Where RMG recommends a vote against management on any particular proxy issue, the Proxy Administrator ensures that the portfolio manager reviews such recommendations before a vote is cast. Consequently, if a portfolio manager believes that management’s view on a particular proxy proposal may adversely affect the investment merits of owning stock in a particular company, he/she votes contrary to management. Also, our research analysts present their voting recommendations in such situations to our portfolio managers.

Index and Passively Managed Accounts — Proxy voting for index and other passively-managed portfolios is administered by the Proxy Services Group using T. Rowe Price’s policies as set by the Proxy Committee. If a portfolio company is held in both an actively managed account and an index account, the index account will default to the vote as determined by the actively managed proxy voting process.

Divided Votes — In situations where a decision is made which is contrary to the policies established by the Proxy Committee, or differs from the vote for any other client or T. Rowe Price Fund, the Proxy Services Group advises the portfolio managers involved of the divided vote. The persons representing opposing views may wish to confer to discuss their positions. In such instances, it is the normal practice for the portfolio manager to document the reasons for the vote if it is against T. Rowe Price policy. The Proxy Administrator is responsible for assuring that adequate documentation is maintained to reflect the basis for any vote which is cast in opposition to T. Rowe Price policy.

Shareblocking — Shareblocking is the practice in certain foreign countries of “freezing” shares for trading purposes in order to vote proxies relating to those shares. In markets where shareblocking applies, the custodian or sub-custodian automatically freezes shares prior to a shareholder meeting once a proxy has been voted. Shareblocking typically takes place between one and fifteen (15) days before the shareholder meeting, depending on the market. In markets where shareblocking applies, there is a potential for a pending trade to fail if trade settlement takes place during the blocking period. T. Rowe Price’s policy is generally to abstain from voting shares in shareblocking countries unless the matter has compelling economic consequences that outweigh the loss of liquidity in the blocked shares.

Securities on Loan — The T. Rowe Price Funds and our institutional clients may participate in securities lending programs to generate income. Generally, the voting rights pass with the securities on loan; however, lending agreements give the lender the right to terminate the loan and pull back the loaned shares provided sufficient notice is given to the custodian bank in advance of the voting deadline. T. Rowe Price’s policy is generally not to vote securities on loan unless the portfolio manager has knowledge of a material voting event that could affect the value of the loaned securities. In this event, the portfolio manager has the discretion to instruct the Proxy Administrator to pull back the loaned securities in order to cast a vote at an upcoming shareholder meeting.

Vote Execution and Monitoring of Voting Process

Once the vote has been determined, the Proxy Administrator enters votes electronically into RMG’s Governance Analytics system. RMG then transmits the votes to the proxy agents or custodian banks and sends electronic confirmation to T. Rowe Price indicating that the votes were successfully transmitted.

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On a daily basis, the Proxy Administrator queries the Governance Analytics system to determine newly announced meetings and meetings not yet voted. When the date of the stockholders’ meeting is approaching, the Proxy Administrator contacts the applicable portfolio manager if the vote for a particular client or Price Fund has not yet been recorded in the computer system.

Should a portfolio manager wish to change a vote already submitted, the portfolio manager may do so up until the deadline for vote submission, which varies depending on the company’s domicile.

Monitoring and Resolving Conflicts of Interest

The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since T. Rowe Price’s voting guidelines are pre-determined by the Proxy Committee using recommendations from RMG, an independent third party, application of the T. Rowe Price guidelines by fund portfolio managers to vote fund proxies should in most instances adequately address any possible conflicts of interest. However, the Proxy Committee reviews all proxy votes that are inconsistent with T. Rowe Price guidelines to determine whether the portfolio manager’s voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other relationships between T. Rowe Price and a portfolio company could have influenced an inconsistent vote on that company’s proxy. Issues raising possible conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price’s Code of Ethics and Conduct requires all employees to avoid placing themselves in a “compromising position” in which their interests may conflict with those of our clients and restricts their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

Specific Conflict of Interest Situations — Voting of T. Rowe Price Group, Inc. common stock (sym: TROW) by certain T. Rowe Price Index Funds will be done in all instances in accordance with T. Rowe Price policy, and votes inconsistent with policy will not be permitted. In addition, T. Rowe Price has voting authority for proxies of the holdings of certain T. Rowe Price funds that invest in other T. Rowe Price funds. In cases where the underlying fund of a T. Rowe Price fund-of -funds holds a proxy vote, T. Rowe Price will mirror vote the fund shares held by the fund-of-funds in the same proportion as the votes cast by the shareholders of the underlying funds.

RECORD RETENTION

T. Rowe Price retains proxy solicitation materials, memoranda regarding votes cast in opposition to the position of a company’s management, and documentation on shares voted differently. In addition, any document which is material to a proxy voting decision such as the T. Rowe Price voting guidelines, Proxy Committee meeting materials, and other internal research relating to voting decisions will be kept. Proxy statements received from issuers (other than those which are available on the SEC’s EDGAR database) are kept by RMG in its capacity as voting agent. All proxy voting materials and supporting documentation are retained for six years.

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TURNER INVESTMENT PARTNERS, INC.

TURNER INVESTMENT MANAGEMENT LLC

Proxy Voting Policy and Procedures

Turner Investment Partners, Inc., as well as its investment advisory affiliate, Turner Investment Management LLC (collectively, Turner), act as fiduciaries in relation to their clients and the assets entrusted by them to their management. Where the assets placed in Turner’s care include shares of corporate stock, and except where the client has expressly reserved to itself or another party the duty to vote proxies, it is Turner’s duty as a fiduciary to vote all proxies relating to such shares.

Duties with Respect to Proxies:

Turner has an obligation to vote all proxies appurtenant to shares of corporate stock owned by its client accounts in the best interests of those clients. In voting these proxies, Turner may not be motivated by, or subordinate the client’s interests to, its own objectives or those of persons or parties unrelated to the client. Turner will exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares owned by its client accounts and received by Turner. Turner shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.

Delegation:

In order to carry out its responsibilities in regard to voting proxies, Turner must track all shareholder meetings convened by companies whose shares are held in Turner client accounts, identify all issues presented to shareholders at such meetings, formulate a principled position on each such issue and ensure that proxies pertaining to all shares owned in client accounts are voted in accordance with such determinations.

Consistent with these duties, Turner has delegated certain aspects of the proxy voting process to Institutional Shareholder Services, and its Proxy Voter Services (PVS) subsidiary. PVS is a separate investment adviser registered under the Investment Advisers Act of 1940, as amended. Under an agreement entered into with Turner, PVS has agreed to vote proxies in accordance with recommendations developed by PVS and overseen by Turner, except in those instances where Turner has provided it with different direction.

Review and Oversight:

Turner has reviewed the methods used by PVS to identify and track shareholder meetings called by publicly traded issuers throughout the United States and around the globe. Turner has satisfied itself that PVS operates a system reasonably designed to identify all such meetings and to provide Turner with timely notice of the date, time and place of such meetings. Turner has further reviewed the principles and procedures employed by PVS in making recommendations on voting proxies on each issue presented, and has satisfied itself that PVS’s recommendations are: (i) based upon an appropriate level of diligence and research, and (ii) designed to further the interests of shareholders and not serve other unrelated or improper interests. Turner, either directly or through its duly-constituted Proxy Committee, shall review its determinations as to PVS at least annually.

Notwithstanding its belief that PVS’s recommendations are consistent with the best interests of shareholders and appropriate to be implemented for Turner’s client accounts, Turner has the right and the ability to depart from a recommendation made by PVS as to a particular vote, slate of candidates or otherwise, and can direct PVS to vote all or a portion of the shares owned for client accounts in accordance with Turner’s preferences. PVS is bound to vote any such shares subject to that direction in strict accordance with all such instructions. Turner, through its Proxy Committee, reviews on a regular basis the overall shareholder meeting agenda, and seeks to identify shareholder votes that warrant further review based upon either (i) the total number of shares of a particular company stock that Turner holds for its clients accounts, or (ii) the particular subject matter of a shareholder vote, such as board independence or shareholders’ rights issues. In determining whether to depart from a PVS recommendation, the Turner Proxy Committee looks to its view of the best interests of shareholders,

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and provides direction to PVS only where in Turner’s view departing from the PVS recommendation appears to be in the best interests of Turner’s clients as shareholders. The Proxy Committee keeps minutes of its determinations in this regard.

Conflicts of Interest:

Turner stock is not publicly traded, and Turner is not otherwise affiliated with any issuer whose shares are available for purchase by client accounts. Further, no Turner affiliate currently provides brokerage, underwriting, insurance, banking or other financial services to issuers whose shares are available for purchase by client accounts.

Where a client of Turner is a publicly traded company in its own right, Turner may be restricted from acquiring that company’s securities for the client’s benefit. Further, while Turner believes that any particular proxy issues involving companies that engage Turner, either directly or through their pension committee or otherwise, to manage assets on their behalf, generally will not present conflict of interest dangers for the firm or its clients, in order to avoid even the appearance of a conflict of interest, the Proxy Committee will determine, by surveying the Firm’s employees or otherwise, whether Turner, an affiliate or any of their officers has a business, familial or personal relationship with a participant in a proxy contest, the issuer itself or the issuer’s pension plan, corporate directors or candidates for directorships. In the event that any such relationship is found to exist, the Proxy Committee will take appropriate steps to ensure that any such relationship (or other potential conflict of interest), does not influence Turner’s or the Committee’s decision to provide direction to PVS on a given vote or issue. Further to that end, Turner will adhere to all recommendations made by PVS in connection with all shares issued by such companies and held in Turner client accounts, and, absent extraordinary circumstances that will be documented in writing, will not subject any such proxy to special review by the Proxy Committee. Turner will seek to resolve any conflicts of interests that may arise prior to voting proxies in a manner that reflects the best interests of its clients.

Securities Lending:

Turner will generally not vote nor seek to recall in order to vote shares on loan in connection with client administered securities lending programs, unless it determines that a vote is particularly significant. Seeking to recall securities in order to vote them even in these limited circumstances may nevertheless not result in Turner voting the shares because the securities are unable to be recalled in time from the party with custody of the securities, or for other reasons beyond Turner’s control.

Obtaining Proxy Voting Information:

To obtain information on how Turner voted proxies, please contact:

Andrew Mark, Director of Operations

and Technology Administration

c/o Turner Investment Partners, Inc.

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312

Recordkeeping:

Turner shall retain its (i) proxy voting policies and procedures; (ii) proxy statements received regarding client statements; (iii) records or votes it casts on behalf of clients; (iv) records of client requests for proxy voting information, and (v) any documents prepared by Turner that are material in making a proxy voting decision. Such records may be maintained with a third party, such as PVS, that will provide a copy of the documents promptly upon request.

Adopted: July 1, 2003

Last revised: April 1, 2007

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Victory Capital Management

Proxy Voting Policy

Effective Date: August 18, 2003

Revised Date: September 25, 2007

PROXY VOTING POLICY

When Victory client accounts hold stock that Victory is obligated to vote, the voting authority will be exercised in accordance with:

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the direction and guidance, if any, provided by the document establishing the account relationship

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principles of fiduciary law and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. Both require Victory to act in the best interests of the account. In voting such stock, Victory will exercise the care, skill, prudence, and diligence a prudent person would use, considering the aims, objectives, and guidance provided by the documents governing the account

Victory votes client securities in the best interests of the client. In general, this entails voting client proxies with the objective of increasing the long-term economic value of client assets.* In determining the best interests of the account, Victory considers, among other things, the effect of the proposal on the underlying value of the securities (including the effect on marketability of the securities and the effect of the proposal on future prospects of the issuer), the composition and effectiveness of the issuer’s board of directors, the issuer’s corporate governance practices, and the quality of communications from the issuer to its shareholders.

Where Victory has an obligation to vote client proxies:

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reasonable efforts will be made to monitor and keep abreast of corporate actions

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all stock, whether by proxy or in person, will be voted, provided there is sufficient time and information available

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a written record of such voting will be kept by Victory or its designated affiliate

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the Proxy and Corporate Activities Committee (the “Proxy Committee”) will supervise the voting of client securities (subject to the review of Victory’s appropriate Chief Investment Officer)

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Note: “Clients” include, without limitation, separately managed accounts, mutual funds, and other accounts and funds for which Victory serves as investment adviser or sub-adviser.

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Victory’s entire Policy and Procedures are available upon request via our website at www.victoryconnect.com, or by e-mailing us at Compliance_Victory@victoryconnect.com.

Proxy Recall for Securities Lending, as required:

Victory will use reasonable efforts to determine if the recall of a security on loan is warranted in time to vote proxies if the fund knows that a vote concerning a “material” event will occur.

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Victory may utilize the services of an independent third-party to assist in the process of recalling loaned out shares including, but not limited to, assisting Victory to anticipate record dates for upcoming high profile meetings for which it may recall shares in advance of voting.

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Appropriate information will be sent to the Securities Lending Group with the specific record date of the security that needs to be recalled. Once the security is recalled, the proxy will flow into Victory’s normal voting procedures.

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Note: “Clients” include, without limitation, separately managed accounts, mutual funds, and other accounts and funds for which Victory serves as investment adviser or sub-adviser.

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Victory’s entire Policy and Procedures are available upon request via our website at www.victoryconnect.com, or by e-mailing us at Compliance_Victory@victoryconnect.com.

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STATEMENT OF CORPORATE GOVERNANCE

The rights associated with stock ownership are as valuable as any other financial assets. As such, they must be managed in the same manner. Victory has established voting guidelines that seek to protect these rights while attempting to maximize the value of the underlying securities.

PROXY VOTING PROCEDURE

The Proxy Committee determines how proxies will be voted, or in those instances where Victory has sole or shared voting authority over client securities, recommendations will be made. Proxy’s are presented to the committee through the Corporate Actions Department. Actual votes are submitted by the Corporate Actions Department and/or the Proxy Committee. Decisions are based exclusively with the best interest with the shareholders in mind.

Voting may be executed through administrative screening per established guidelines with oversight by the Proxy Committee or upon vote by a quorum of the Proxy Committee.

Victory’s investment research department’s opinion concerning the management and prospects of the issuer may be taken into account in determining whether a vote for or against a proposal is in the client’s best interests. Insufficient information, onerous requests or vague, ambiguous wording may indicate that a vote against a proposal is appropriate, even when the general principal appears to be reasonable.

The Proxy Committee is comprised of at least the following: Chief Administration Officer, a Senior Equity Analyst, Victory and Key Private Bank Senior Portfolio Managers, and Head of Fund Administration. Quorum exists when at least three voting committee members are either in attendance or participate remotely via video or teleconference. Approval is based on majority votes of committee.

VOTING GUIDELINES

The following guidelines are intended to assist in voting proxies and are not to be considered rigid rules. The Proxy Committee is directed to apply these guidelines as appropriate. On occasion, however, a contrary vote may be warranted when such action is in the best interests of the account or if it is required under the documents governing the account.

The committee may also take into account independent third-party, general industry guidance or other governance board review sources when making decisions. The committee may additionally seek guidance from other senior internal sources with special expertise on a given topic, where it is appropriate.

When the Proxy Committee decides to vote against a proposal which is generally approved, or votes in favor of a proposal which is generally opposed, the reason for the exception will be recorded.

The following is a discussion of selected proxy proposals which are considered periodically at annual meetings. Victory’s general position with regard to such proposals is also included.

CORPORATE GOVERNANCE


Confidential Voting		Generally Approved

Confidential voting eliminates the possibility for management to apply pressure to institutional shareholders with which a business relationship exists. It should be noted that the Department of Labor’s “Avon Letter” and the investigation of proxy voting violations in 1988 may have lessened the need for confidential voting.

Equal Access Proposals		Generally Approved

As owners of the company, shareholders should have access to a company’s proxy in order to vote on issues of importance.

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Cumulative Voting		Generally Opposed

Cumulative voting may prevent the majority of shareholders from electing a majority of the board. Cumulative voting requires fewer votes to obtain a board seat, therefore, it promotes single interest representation on the board which may not be representative of the interests and concerns of all shareholders.

Unequal Voting Rights		Generally Opposed

Victory would vote against any provisions that would dilute the current voting power of shareholders, since one of the assets of a shareholder is the ability to effect change through proxy voting. Victory firmly believes all shareholders should be treated equitably. One share, one vote.

Super-Majority Vote Requirements		Generally Opposed

Victory is opposed to proposals requiring a vote of more than two-thirds of the shareholders to amend any bylaws or charter provisions, or to approve a merger or other business combination. Super-majority vote provisions may stifle bidder interest in the issuer and thereby devalue its stock.

Majority Voting Proposals		Review Case-by-Case

Victory generally supports reasonably crafted shareholder proposals calling for directors to be elected through an affirmative majority of votes cast and/or the elimination of the plurality standard in uncontested elections, unless the company has adopted meaningful alternatives within their formal corporate governance process.

By-Laws Amended By Board Of Directors
Without Shareholder Approval		Generally Opposed

Since one of the rights of a shareholder is the ability to effect change through proxy voting, it would not be in their best interest to allow the board to influence policy and change the by-laws of the company without shareholder input. Victory would vote against any action taken by the board to prevent shareholders from deciding policy.

Amendments
To By-Laws Or Charters		Case-by-Case

In general, Victory approves technical amendments for companies with a solid track record of good corporate governance. However, Victory reserves the right to oppose issues for companies with questionable practices relating to governance issues.

Blank-Check Preferred Stock		Generally Opposed

Blank-check preferred stock provides flexibility in financing, and can be used as an entrenchment device. The issuing company can use this tactic as a poison pill when distributed to stockholders with rights attached, or it can be issued with superior voting rights to friendly parties.

Pre-Emptive Rights		Generally Approved

Pre-emptive rights provide existing shareholders with the first opportunity to purchase shares or new issues of company stock. Victory may not recommend exercising the rights for several reasons, including lack of liquidity or the transaction may not be in the best interest of client’s accounts. However, in certain cases the rights are transferable and Victory may recommend selling. The primary reason for the approval of rights offerings is to limit the amount of dilution new shares cause current shareholders.

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Expensing Options		Generally Approved

Victory believes shareholders should have an accurate picture of a company’s financial picture, therefore, the company should fully account for stock options.

Eliminate Shareholders’
Right To Call A Special Meeting		Generally Opposed

In general, Victory opposes proposals to eliminate the right of shareholders to call a special meeting or the position that a minimum of 25% of the shareholders are required to call a special meeting. Reason: shareholders may lose the right to remove directors or initiate a shareholder resolution without waiting for the next regularly scheduled meeting, especially if shareholders do not have the right to act by written consent.

Restriction of Shareholder Action
By Written Consent		Generally Opposed

Victory generally opposes proposals to restrict or prohibit a shareholders’ ability to take action by written consent. Shareholders may lose the ability to remove directors or initiate a shareholder resolution if they must wait for the next scheduled meeting.

Appointment Of Auditors		Generally Approved

Victory expects a company to have completed its due diligence on the auditors; therefore, selection is approved. However, in cases where auditors have failed to render accurate financial statements, votes are withheld. A favorable position is given to auditors who receive more compensation from their audit engagement than other services with the company.

Corporate Name Change		Generally Approved

A name change often is used to reflect the brand and image of the business. Under most circumstances, this change is a marketing initiative, has no effect on governance and does not infringe on shareholders’ rights.

Expansion of Business Activity		Review Case-by-Case

Existing shareholders should approve any restatement of the business purposes or fundamental change in operations. In addition, shareholders should review any expansion or development of company objectives and activities.

Change In The Date Or Location
Of Annual Meetings		Generally Approved

Victory supports provisions that encourage changes in the date and location of annual meetings. A rotating schedule enables shareholders across the nation to attend the meetings and express their views.

Change In Investment Company
Agreements With Advisors		Generally Approved

Victory approves a change in the investment company’s agreement with the advisor when it is in the long-term best economic interest of the shareholders.

For Investment Companies,
Continuation Of Company Management, Administration or Investment Advisor		Generally Approved

Victory supports contracts when performance of the investment companies is relatively close to the appropriate benchmark.

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Converting Closed-end Fund
To Open-end Fund		Review Case-by-Case

Victory supports such conversions when it is in the long-term best economic interest of the shareholders. Some of the factors reviewed would include: past performance, the level of discount or premium compared to the NAV, expense structure and the overall effect on competitiveness and future prospects within the market that the fund invests.

Changing Investment Company
Fundamental Investment Restrictions		Review Case-by-Case

Victory generally reviews such proposals based on factors that include, but are not limited to: the nature of the restriction to be changed, reasons given for such a change, the likely impact to the overall portfolio and long-term best economic interests of the shareholders.

Transaction Of Such Other Business
As May Properly Come Before The Meeting		Generally Opposed

Victory generally opposes proposals requesting voting approval in the form of other business.

BOARD OF DIRECTORS


Required Majority Of Independent Directors		Generally Approved

Victory believes shareholders are best served when the Board of Directors includes a significant number (preferably a majority) of individuals who are independent and outside of the firm. Independent directors can bring the most objective and fresh perspective to the issues facing the company. Independent directors are less hampered when fulfilling their obligations to monitor top management performance and responsiveness to shareholders and are less likely to be involved in conflict of interest situations.

Change In The Number Of Directors		Generally Approved

Victory approves a change in the number of directors as long as a satisfactory explanation is provided and the number of directors is reasonable.

Classified Boards		Review Case-by-Case

Classified boards do provide stability and continuity. However, Victory may oppose this position under the certain circumstance, such as: a proxy fight is won and one-third of the directors are replaced. Running the company with a board that is one-third hostile is very difficult and the vote would be perceived as a loss of confidence in management.

Outside Director Stock Option Plan		Review Case-by-Case

The interest of outside directors should be aligned with both shareholders and inside directors. Victory supports the position whereby directors hold a minimum level of stock in the company. Another way to ensure the interests of shareholders are matched with those of the outside directors is to award options as a part of compensation. However, Victory would vote against any plan that awards any director excessively.

Election of Management’s
Nominees for Directors		Generally Approved

Victory supports management’s recommendation for any qualified individual to represent the shareholders. Factors considered include: attendance at meetings, company performance, stock ownership, and the independence of each director.

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Corporate Board Diversity		Review Case-by-Case

Victory supports voluntary efforts by shareholders and board members to increase diversity on corporate boards. Support also is given to the appointment of qualified directors with diverse backgrounds; however, the issue of quotas is not supported.

Indemnification Of Directors		Generally Approved

In general, indemnification is necessary to attract qualified board nominees in today’s litigious environment; however, monetary liability generally is not eliminated, or limited, for breach of duty, lack of loyalty, acts or omissions not performed in good faith, or any transaction in which the director derived an improper benefit.

Removal Of A Director Only For Cause		Generally Approved

In cases such as gross negligence or fraud, dismissal from the board is warranted. Victory fully supports this position.

Severance Packages		Review Case-by-Case

Severance packages for outside directors may be appropriate when a merger is planned for the best interest of shareholders; however, severance packages tailored solely as incentives to approve a merger generally are not approved. Since severance packages for outside directors could be viewed as buying their vote and not sound corporate governance, Victory will generally oppose these issues.

Share Ownership		Generally Approved

Directors are encouraged to be shareholders in order to better align their goals with those of the rest of the shareholders; however, an absolute level of ownership is not supported. Given the tenure and financial position of the director, reasonable efforts to hold the shares should be expected.

Advisory Committee		Review Case-by-Case

A major privilege of a shareholder is the right to express one’s views to management and the board of directors. If communication between shareholders and management does not take place effectively, an advisory committee can effectively express the equity holder’s views. The scope of responsibility of the advisory committee should be limited to subjects involving corporate governance issues. Victory rejects measures that would allow the advisory committee input into the day-to-day management of the company.

Director Liability		Generally Approved

Without the assurance a director’s personal assets will be protected in case of legal action, companies may have a difficult time retaining and attracting good directors. Victory favors proposals that expand coverage where directors were found to have acted in good faith; however, directors should be held accountable for their actions, and Victory would be against any proposals that reduce or eliminate personal liability when current litigation is pending against the board.

Limit Director Tenure		Generally Opposed

Term limits could result in the dismissal of directors who significantly contribute to the company’s success and represent shareholder’s interests effectively. Victory recognizes the position may take a director a number of years to fully understand the details of the company and the nuances of serving on the board.

Minimum Stock Ownership		Generally Approved

Victory believes stock ownership requirements more closely align the director’s interests with those of the shareholders they were elected to represent.

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Separate Chair Person and CEO		Review Case-by-Case

Victory may support proposals requiring that the position of chair be filled by an independent director, depending upon the particular circumstance and relevant considerations. Examples of considerations include, but are not limited to, having: a designated independent lead director, a two-thirds independent board, key committees that are comprised of independent directors and a company that does not materially under-perform its peers.

Approve Directors Fees
Paid In Stock and Cash		Generally Approved

Victory supports proposals that allow directors to have their annual fees paid in both cash and stock. Directors also should be shareholders in order to align their interests with those they represent.

TAKEOVER DEFENSE AND RELATED ACTIONS



Mergers Or Other Combinations		Review Case-by-Case

Victory votes in the best long-term economic interest of the shareholders. When making recommendations, the following considerations are made: the premium received, the trend of the stock, prior to the announcement, for both sides of the transaction, the leverage, the effects on the credit rating of the merger and the reasons for the merger. Also, a number of ratios and factors are reviewed prior to making our recommendation.

Leverage Buyout		Review Case-by-Case

Victory would support a buyout if the shareholders receive the appropriate premium and/or it was in the best long-term economic interest of the company.

Fair Price Provisions		Generally Opposed

In general, Victory opposes the following when accompanied by a super-majority provision: a clause requiring a super-majority shareholder vote to alter or repeal the fair price provision, in excess of two-thirds. Victory also generally opposes if the pricing formula is such that the price required is unreasonably high and/or designed to prevent a two-tier, front-end-loaded hostile tender offer. Since shareholders do not want to get caught in the second tier, they act selfishly and tender their shares in the first tier so that, effectively, all shareholders are coerced into accepting the offer.

Change In The Number Of
Authorized Common Shares		Generally Approved

It is important for companies to have a cushion for acquisitions, for public offerings, fund stock splits and dividends and for other ordinary business purposes. However, the authorization could raise a corporate governance issue such as targeted share placement. Victory is opposed to this issue if the targeted share placement was for the sole purpose of defeating an appropriately valued offer.

Anti-Greenmail Provision		Review Case-by-Case

Victory favors equal treatment for all shareholders, but anti-greenmail provisions may severely limit management’s flexibility (for example, share repurchase programs Class shares with special features.) Victory may approve if it is determined that the Greenmail may prevent an acquisition that would be detrimental to the long-term interests of shareholders.

Approval of Poison Pills		Review Case-by-Case

Victory generally opposes poison pills used to prevent takeover bids that are in the best interest of shareholders. Certain shareholder rights plans, however, protect the interest of shareholders by enabling the board to respond to unsolicited bids.

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Proposals To Opt Out Of State
Anti-Takeover Laws		Review Case-by-Case

Victory approves measures that benefit current shareholders. Proposals that are overwhelmingly in favor of the board at the expense of shareholders would be opposed.

Reincorporation		Generally Approved

In general, Victory approves reincorporation actions; however, when a change of state of incorporation increases the capacity of management to resist hostile takeovers, the action should be closely examined.

COMPENSATION PLAN



Executive Stock Option Plans		Generally Approved

Generally, Victory supports the adoption of Executive Stock Option Plans. Provisions that accelerate option plans in the event of change of control are also generally approved. Victory will, however, oppose plans where the exercise price drops below market price and/or the dilution is greater than 10%, particularly if the company is mature or executive compensation is excessive. In the case of rapidly growth, cash-short companies with reasonable executive salaries, Victory may approve a plan where dilution exceeds 10%.

Adopt Restricted Stock Plan		Review Case-by-Case

Restricted stock plans should be kept at minimum levels because they cost more when compared to traditional stock option plans. Additionally, incentives are less than the established plans.

Repricing Of Outstanding Options		Generally Opposed

Generally, Victory opposes any proposal that would reprice outstanding stock options. Such actions are not in the best interest of shareholders, because it is not appropriate to allow option holders to profit from stock underperformance.

Equity Based Compensation Plan		Review Case-by-Case

Awards other than stock options and RSAs (Restricted Stock Award) should be identified as being granted to officers/directors and the number of shares awarded should be reasonable.

Golden Parachutes		Review Case-by-Case

When a takeover is considered likely, it would be difficult for a company to attract and retain top managers without severance payments for involuntary termination or significant reduction in compensation, duties, or relocation after a change in control. However, parachutes in excess of 2.99 times the previous year’s salary and bonus combined are considered exorbitant and generally would be opposed.

Cap On Executive Pay		Review Case-by-Case

Victory would vote against any absolute limit on executive compensation. However, compensation that better matches management and shareholder interests is supported. Additionally, executive compensation needs to be linked to the overall performance of the company.

Link Pay To Performance		Review Case-by-Case

Victory supports plans that align compensation with operational and financial performance. Proposals that link compensation to performance measurements such as peer groups are generally approved. Plans that reward executives regularly and excessively for company underperformance compared to its peer group are not supported.

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Loans Or Guarantees Of Loans
To Officers And Directors		Generally Opposed

In the wake of a number of different scandals involving loans to officer and directors, Victory believes it is in the best interest of shareholders to vote against any loans or guarantees to officers or directors.

CAPITAL STRUCTURE, CLASSES OF STOCK AND RECAPITALIZATION



Restructure/Recapitalize		Review Case-by-Case

Generally, Victory approves proposals that are in a company’s best long-term economic interest, as well as those that protect a client’s position. These proposals involve the alteration of a corporation’s capital structure, such as an exchange of bonds for stock.

Spin-Offs		Review Case-by-Case

In cases of spin-offs, Victory reviews whether the transaction is in the best long-term economic interest of the shareholder.

Tracking Stock		Review Case-by-Case

Victory would consider the compensation shareholders receive in the event a tracking stock is released. If the company is trying to unlock or spin-off segments that are underperforming or inhibit overall performance, the transaction is reviewed to determine whether value is created for our positions. If the subsidiary has little corporate governance, excessive dilution to current shareholders is present, or any other signs of malfeasance is present, Victory would take an opposing position.

Changes To Preferred Stock		Review Case-by-Case

Preferred stock can be used as a sound management tool to raise capital and/or increase financial flexibility. However, in instances where it is being used as a part of an anti-takeover package, Victory would oppose the changes.

Share Buyback		Generally Approved

Generally, Victory approves buybacks that are “at or above” the current market price. However, when management uses this as an entrenching tool to prevent hostile takeovers, or in cases where management uses buyback to prevent acquisitions, Victory would take an opposing position.

Authority To Issue Additional Debt		Review Case-by-Case

The issuance of additional debt may be beneficial to a company under certain circumstances. However, Victory may vote against any excessive issuance of debt that would cause, for example, a drop in the rating of the company’s debt and the company itself.

Stock Splits And Stock Dividends		Generally Approved

Victory supports stock splits and stock dividends if they are in the best long-term economic interest of the shareholders. Splits are considered positive because they increase liquidity and allow a greater number of people to hold the shares. Dividends are considered positive because they return capital and enhance returns for shareholders.

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SOCIAL ISSUES



Social Issues In General		Review Case-by-Case

When evaluating social issues such as human rights, labor and employment, the environment, and tobacco, Victory considers such proposals based on the expected impact to the shareholder and their long-term economic best interest. As applicable, Victory may additionally factor corporate governance concerns, reasonableness of each request and related business exposure to the company when analyzing the expected potential impact to shareholders.

Equal Opportunity		Review Case-by-Case

Victory will generally support reports outlining a company’s affirmative action initiatives unless the requests are considered excessive or costly beyond their expected benefit to shareholders. However, Victory may vote against such proposals if relevant actions are already reasonably being met. A few examples would be that the company has well documented equal opportunity programs or the company already publicly reports on its initiatives and provides data on workforce diversity.

Sustainability Reporting		Review Case-by-Case

Victory will generally support proposals requesting that a company report on policies and initiatives related to relevant social, economic, and environmental sustainability, unless such proposals are considered excessive or costly beyond their expected benefit to shareholders. However, Victory may vote against such proposals if relevant actions are already reasonably being met. A few examples would be: that the company already discloses similar information through existing reports, policies or codes of conduct; or, the company has formally committed to the implementation of a reporting program based on industry accepted guidelines within a reasonable timeframe.

Political Contributions		Review Case-by-Case

Victory may support proposals that are reasonable in request, cost and information availability, related to the disclosure of corporate contributions. Victory will generally not support political contribution proposals considered excessive, costly or structured to require disclosure beyond political action committee regulations.

INTERNATIONAL

CORPORATE GOVERNANCE

Victory will follow the established Proxy Voting Policy guidelines already in place, unless otherwise noted below when voting International Corporate Governance proxies. Any issue not covered within the guidelines will be evaluated by the Proxy Committee on a case-by-case basis.


Receiving and/or Approving
Financial Reports		Generally Approved

Typically, it is customary for international firms to approve audited financial reports (prior) at the annual meeting. However, this may be opposed in cases where there are (serious) concerns regarding practices of the Board or (audit) committees appointed by the Board.

Payment of Final Dividends/
Return of Capital		Generally Approved

Stock dividends are generally approved and in the best long-term economic interest of the shareholders. Dividends (are considered positive because they) return capital and enhance returns for shareholders.

Share Repurchase Plan		Generally Approved

Vote FOR a plan by which the company buys back its own shares, if the plan is offered to all shareholders.

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Share Issuance Requests		Review Case-By-Case

Victory will generally support share issuance request with preemptive rights. However, Victory may vote on a case-by-case basis on specific issuances with or without preemptive rights.

Victory will vote proxies for international holdings in the best interests of its shareholders. Victory will attempt to process every proxy it receives for all International foreign proxies. However, there may be situations in which Victory may vote against, withhold a vote or cannot vote at all. For example, Victory may not receive a meeting notice in enough time to vote or Victory may not be able to obtain enough information on the international security, in which case we will vote against.

ADDITIONAL TOPICS

Any issue not covered within the guidelines will be evaluated by the Proxy Committee on a case-by-case basis.

MATERIAL CONFLICTS OF INTEREST

In the event a material conflict of interest arises between Victory’s interests and those of a client during the course of voting client’s proxies, the Proxy Committee shall:

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We vote the proxy in accordance with the Proxy Voting Guidelines unless such guidelines are judged by the Proxy Committee to be inapplicable to the proxy matter at issue

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In the event that the Proxy Voting Guidelines are inapplicable, determine whether a vote for, or against, the proxy is in the best interest of the client’s account

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document the nature of the conflict and the rationale for the recommended vote

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solicit the opinions of KeyCorp’s Chief Risk Officer, Chief Compliance Officer, or their designee, or consult an external, independent adviser

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If a member of the Proxy Committee has a conflict (e.g. – family member on board of company) – he/she will not vote (or recluse themselves from voting).

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Report to the Board any proxy votes that took place with a material conflict situation present, including the nature of the conflict and the basis or rationale for the voting decision made. Such a report should be given at the next scheduled Board Meeting or other appropriate timeframe as determined by the Board.

RECORDKEEPING

In accordance with Rule 204-2(c)(2) under the Investment Advisers Act of 1940, as amended, Victory will retain the following records with respect to proxy voting:

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copies of all policies and procedures required by Rule 206(4)-6

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a written record of votes cast on behalf of clients

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any documents prepared by Victory or the Proxy Committee germane to the voting decision

•

a copy of each written client request for information on how Victory voted proxies on such client’s behalf

•

a copy of any written response by Victory to any written or verbal client request for information on how Victory voted such client’s proxies

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GLOSSARY

Blank Check Preferred Stock – A popular term for preferred stock in which the board of directors is given broad discretion to establish voting, conversion, dividend and other rights of preferred stock at the time the board issues the stock. Some boards that have authority to issue blank check preferred stock have used it to create takeover defenses.

Bylaw – Bylaws supplement each company’s charter, spelling out in more specific detail general provisions contained in the charter. Board of Directors often have the power to change bylaw provisions without shareholder approval.

Charter – Also known as the articles of incorporation, the charter sets forth the respective rights and duties of shareholders, officers, and directors. The charter constitutes the fundamental governing rules for each corporation. Shareholder approval is required to amend a company’s charter.

Classified Board – A classified board is a board that is divided into separate classes, with directors serving overlapping terms. A company with a classified board usually divides the board into three classes; each year, one-third of the directors stand for election. A classified board makes it difficult to change control of the board through a proxy contest, since it would normally take two years to gain control of a majority of board seats.

Confidential Voting – Also known as closed voting or voting by secret ballot, under confidential voting procedures, all proxies, ballots and voting tabulations that identify shareholders are kept confidential. Independent vote tabulators and inspectors of election are responsible for examining individual ballots, while management and shareholders are only told vote totals.

Corporate Governance – Corporate governance is the framework within which corporations exist. Its focus is the relationship among officers, directors, shareholders, stakeholders and government regulators, and how these parties interact to oversee the operations of a company.

Cumulative Voting – Normally, shareholders cast one vote for each director for each share of stock owned. Cumulative voting permits shareholders to apportion the total number of votes they have in any way they wish among candidates for the board. Where cumulative voting is in effect, a minority of shares may be able to elect one or more directors by giving all of their votes to one or several candidates.

Fair Price Requirements – Fair price requirements compel anyone acquiring control of a corporation to pay all shareholders the highest price that the acquirer pays to any shareholder during a specified period of time. Fair price requirements are intended to deter two-tier tender offers in which shareholders who tender their shares first receive a higher price for their shares than other shareholders.

Greenmail – Greenmail refers to the practice of repurchasing shares from a bidder at an above-market price in exchange for the bidder’s agreement not to acquire the target company. Greenmail is widely considered to a form of blackmail. Some companies have attempted to deter greenmail by adding anti-greenmail provisions to their chargers.

Indemnification – Indemnification permits corporations to reimburse officers and directors for expenses they incur as a result of being named as defendants in lawsuits brought against the corporation. Indemnification often covers judgment awards and settlements as well as expenses. Without indemnifications, or directors’ liability insurance, most companies would be unable to attract outside directors to serve on their boards.

Majority Voting – The standard whereby a director or nominee will be elected only if receiving an affirmative majority of votes cast, even if running unopposed for an open seat. In contrast, the plurality standard holds that a nominee or director will be elected based on having received the most votes, whether or not having received an affirmative majority of votes cast.

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Poison Pill – The popular term for a takeover defense that permits all shareholders other than an acquirer to purchase shares in a company at a discount if the company becomes a takeover target. A company with a pill (also known as a shareholder rights plan) usually distributes warrants or purchase rights that become exercisable when a triggering event occurs. The triggering event occurs when an acquirer buys more than a specified amount of a target company’s stock without permission of the target company’s board. Once the pill is triggered, shareholders (except for the acquirer) usually have the right to purchase shares directly from the target company at a 50 percent discount, diluting both ownership interest and voting rights. Most pills have provisions that permit the board to cancel the pill by redeeming the outstanding warrants or rights at nominal cost. Pills can force acquirers to bargain directly with a target company’s board, but they can also be used to deter or to block acquisition bids altogether. Corporations are not required by law to submit their poison pills for shareholder approval, and very few companies have chosen to seek shareholder approval.

Pre-emptive Rights – pre-emptive rights are intended to allow existing shareholders to maintain their proportionate level of ownership by giving them the opportunity to purchase additional shares pro rata before they are offered to the public. preemptive rights are something of an anachronism today because shareholders of publicly traded companies who want to maintain their proportionate ownership interest may do so by purchasing shares in the open market. Many companies whose charters have pre-emptive rights provisions have asked shareholders to amend their charters to abolish pre-emptive rights.

Proxy – The granting of authority by shareholders to others, most often corporate management, to vote their shares at an annual or special shareholders’ meeting.

Proxy Contest – Proxy contests take different forms. The most common type of proxy contest is an effort by dissident shareholders to elect their own directors. A contest may involve the entire board, in which case the goal is to oust incumbent management and take control of the company. Or, it may involve a minority of board seats, in which case dissidents seek a foothold position to change corporate strategy without necessarily changing control. Proxy contests may also be fought over corporate policy questions; dissidents may, for example, wage a proxy contest in support of a proposal to restructure or sell a corporation. Many proxy contests are today waged in conjunction with tender offers as a means of putting pressure on a target company’s board to accept the tender offer. In a well-financed proxy contest, dissidents usually print and distribute their own proxy materials, including their own proxy card. Proxy contests usually feature letter writing and advertisement campaigns to win shareholder support.

Proxy Recall – Recalling of loaned out securities before record date to exercise voting rights.

Proxy Statement – A document in which parties soliciting shareholder proxies provide shareholders with information on the issues to be voted on at an annual or special shareholder’s meeting. The soliciting party generally presents arguments as to why shareholders should grant them their proxy. The information that must be disclosed to shareholders is set forth in Schedule 14A of the Securities Exchange Act of 1934 for a proxy solicited by the company and in Schedule 14B for the act for proxies solicited by others.

Recapitalization Plan – A recapitalization plan is any plan in which a company changes its capital structure. Recapitalization can result in larger or smaller numbers of shares outstanding, or in creation of new classes of stock in addition to common stock. Recapitalization plans must be approved by shareholders.

Reincorporation – Reincorporation refers to changing the state of incorporation. A company that reincorporates must obtain shareholder approval for the move and for the new charter it adopts when it shifts its state of incorporation. Many reincorporations involve moves to Delaware to take advantage of Delaware’s flexible corporate laws.

Restricted Stock – Stock that must be traded in compliance with special SEC regulations concerning its purchase and resale from affiliate ownership, M&A activity and underwriting activity.

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Restructuring Plan – A restructuring plan is any plan that involves a significant change in a company’s capital structure. This would include a recapitalization plan, a leveraged buyout, or a major sale of assets. Restructuring plans after shareholder approval before they can be implemented.

Rights of Appraisal – Rights of appraisal provide shareholders who do not approve of the terms of certain corporate transactions the right to demand a judicial review in order to determine the fair value for their shares. The right of appraisal generally applies to mergers, sales of essentially all assets of the corporation, and charter amendments that may have a materially adverse effect on the rights of dissenting shareholders.

Share Repurchase Plan – A repurchase plan is a program by which a Company buys back its own shares from the market, thereby, reducing the number of outstanding shares. This is generally an indication that the Company thinks the shares are undervalued.

Stakeholder Laws – In essence, stakeholder laws state that corporate directors owe a duty to a host of constituencies beyond shareholders: local communities, employees, suppliers, creditors, and others. This is in contrast to the traditional model of the publicly held corporation in law and economics which says that corporate directors have a legally enforceable duty to one constituency — their shareowners.

Street Name / Nominee Name – Holding a customer’s stock ‘in street name’ is when broker-dealers, banks, or voting trustees register the shares held for customer accounts in their own names. Such a system makes it more difficult to obtain shareholder information. Note that often the legal owners are not the beneficial owners of the stock and therefore may not have the power to vote or direct the voting of the stock. The beneficial owners direct the brokers and banks as to whether their identity may be disclosed.

Supermajority – Most state corporation laws require that mergers, acquisitions and amendments to the corporate charter be approved by a majority of the outstanding shares. A company may, however, set a higher requirement by obtaining shareholder approval for a higher threshold. Some supermajority requirements apply to mergers and acquisitions. Others apply to amendments to the charter itself — that is, the charter, or certain parts of it, may be amended in the future only if the amendments receive the specified supermajority level of support.

Sustainability Report – A company report on policies and initiatives related to social, economic or environmental issues.

Unequal Voting – Corporations with dual class capitalization plans usually have two classes of stock with different voting and dividend rights. Typically, one class of stock has higher voting rights and lower dividend rights. Insiders owning the higher voting shares are able to maintain control, even though they usually own only a fraction of the outstanding shares.

Written Consent – The ability to act by written consent to allow shareholders to take action collectively without a shareholders’ meeting. The written consent procedure was developed originally to permit closely held corporations to act quickly by obtaining consents from their shareholders. The procedure is, however, available in many states to publicly traded companies as well, unless prohibited or restricted in a company’s charter. Many companies have sought shareholder approval to restrict or abolish the written consent procedure; their principal reason for doing so is to prevent takeovers opposed by the incumbent board and management.

EXECUTIVE COMPENSATION TERMS

At-the-Money Option – An option with exercise price equal to the current market price.

Bonus Shares – Share awards which in some cases may not vest until various performance goals are met or the employee has remained with the company for a minimum number of years.

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Call Option – The right, but not the obligation, to buy shares at a predetermined exercise price before a predetermined expiration date. Holders are rewarded when the option has a ‘positive’ spread, or difference between its exercise price and its market price.

Change-in-Control Provision – A provision in a stock option plan that allows for immediate vesting of outstanding options if certain events take place which may be deemed a change in control, such as the purchase of a majority of the company’s outstanding shares by a third party.

Cliff Vesting – A plan feature providing that all awards vest in full after a specified date. If the employee leaves the company’s employ prior to the vesting date, no partial vesting will occur.

Deferred Stock – A share grant in which the participant receives a specified amount of shares, granted at no cost, if he remain employed with the company for a certain period of time. The participant does not have voting or dividend rights prior to vesting, though dividends typically accumulate until vesting.

Employee Stock Purchase Plan – A plan qualified under Section 423 of the IRS Code, which allows employees to purchase shares of stock through payroll deductions.

Employee Stock Ownership Plan (ESOP) – A qualified defined contribution plan under the IRS Code which allows the ESOP plan trustees to invest up to 100 percent of the plan’s assets in shares or its own company stock. Variants of these plans include the stock bonus plan, the leveraged stock bonus plan (where the trust can borrow money from lending sources to buy more stock), and matching ESOP’s (in which employees match the contribution that the company makes). ESOP’s offer employees tax deferral benefits and companies a tax deduction.

Evergreen Plan – A plan provision that typically increases the number of shares available for the issue under the plan on an annual basis by a predetermined percentage of the company’s common stock outstanding. Such plans often have no termination date and permit the plan to operate indefinitely without further shareholder approval.

Exercise Price – Sometimes referred to as the strike price, this is the price at which shares may be exercised under a plan. Exercise prices may be fixed, variable or tied to a formula.

Formula-Based Stock Incentive Plan – A plan where the participant receives phantom stock or stock-based units, the value of which is based on a formula. This type of plan is similar to a performance share or performance unit plan.

Gun-Jumping Grants – Grants of awards made under a plan or plan amendment prior to shareholder approval of the plan or amendment.

Incentive Stock Options (ISO’s) – Also referred to as qualified stock options, these rights permit the participant to buy shares before the expiration date at a predetermined exercise price set at or above fair market value at grant date. The term of such awards may be ten years or longer. The company is not allowed to take a tax deduction for ISO’s unless a disqualifying disposition takes place.

Indexed Option – The right, but not the obligation, to purchase shares at an exercise price that periodically adjusts upward or downward in relation to a market or industry indicator.

In-the-Money Option – An option with an exercise price below the current market price.

Limited Stock Appreciation Rights (LSAR’s) – These rights are triggered by a change in the ownership or control and are generally granted in tandem with ISO’s or NSO’s. The rights permit the holder to receive a cash

125

payment equal to the difference between the exercise price and the market price without having to make a person cash outlay to exercise the option. The design of these rights permits the holder to receive the higher offer in a two-tier tender offer.

Nonqualified Stock Options (NSO’s) – Also referred to as discounted stock options, these rights permit the participant to buy shares before the expiration date at a predetermined exercise price set at or below fair market value at grant date. The term of such awards may be longer or shorter than ten years. The company receives the tax deduction at the time the executive receives income.

Omnibus Plan – A stock-based incentive plan providing significant flexibility by authorizing the issue of a number of award types, which may include incentive stock options, nonqualified stock options, SAR’s, restricted stock, performance shares, performance units, stock grants, and cash.

Out-of-the-Money Option – An option with an exercise price above the current market price.

Performance Shares – Stock grants contingent upon the achievement of specified performance goals. The number of shares available typically varies with performance as measured over a specified period. Few companies clearly identify the criteria used to select performance measures or the specific hurdle rates that must be met. Performance periods typically extend for a three- to five-year period.

Performance Units – Cash awards contingent upon the achievement of specified performance goals. The amount of cash payable typically varies with performance as measured over a specified period. Few companies clearly identify the criteria used to select performance measures or the specific hurdle rates that must be met. Performance periods typically extend for a three- to five-year period.

Phantom Stock – An award ‘unit’ corresponding in number and value to a specified number of shares of the company’s stock. These units do not represent an ownership interest. The grant of units entitles the employee to a bonus based on any corresponding increase in the value of the stock.

Premium-Priced Options – An option whose exercise price is set above fair market value on grant date.

Put Option – The right, but not the obligation, to sell shares at a predetermined exercise price before a predetermined expiration date.

Pyramiding – A cashless exercise method whereby a portion of the shares under option is used as payment for the exercise price of other options.

Reload Options – Options granted to replace shares owned outright that have been swapped as payment of the option exercise price. At the time of the swap, the company grants a new stock option equal to the number of shares swapped. The reloaded options generally have a new vesting period and the same expiration date as the original options.

Repricing – An amendment to a previously granted stock option contract that reduces the option exercise price. Options can also be repriced through cancellations and regrants. The typical new grant would have a ten-year term, new vesting restrictions, and a lower exercise price reflecting the current lower market price.

Restricted Stock – A grant of stock, subject to restrictions, with little or not cost to the participant. Such shares are usually subject to forfeiture if the holder leaves the company before a specified period of time; thus, the awards are often used to retain employees. The restrictions usually lapse after three to five years, during which time the holder cannot sell the shares. Typically, the holder is entitled to vote the stock and receives dividends on the shares.

Section 162(m) – The IRS Code Section that limits the deductibility of compensation in excess of $1 million to a named executive officer unless certain prescribed actions are taken.

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Shareholder Value Transfer (SVT) – A dollar-based cost which measures the amount of shareholders’ equity flowing out of the company to executives as options are exercised. The strike price of an option is paid at the time of exercise and flows back to the company. The profit spread, or the difference between the exercise price and the market price, represents a transfer of shareholders’ equity to the executive. The time value of money is also a significant cost impacting shareholders’ equity.

Stock Appreciation Rights (SARs) – An award paid in cash or shares to the employee equal to the stock price appreciation from the time of grant to the exercise date. When granted in tandem with options, the exercise of the SAR cancels the option.

Stock Purchase Right – The right to purchase shares of stock at a discount for a set period of time.

Vesting Schedule – A holding period following grant date during which time options may not be exercised.

Volatility – The potential dispersion of a company’s stock price over the life on an option.

Voting Power Dilution (VPD) – The relative reduction in voting power as stock-based incentives are exercised and existing shareholders’ proportional ownership in the company is diluted.

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PART C: OTHER INFORMATION

Item 23. Exhibits

(a)(1)

Declaration of Trust (1)

(a)(2)

Amendment No. 1 to Declaration of Trust (6)

(b)	Amended and Restated By laws (15)

(c)	Not Applicable

(d)(1)

Investment Advisory Agreement with Thrivent Asset Management, LLC (10)

(d)(2)

Amendment No. 1 to Investment Advisory Agreement (12)

(d)(3)

Amendment No. 2 to Investment Advisory Agreement (*)

(d)(4)

Amendment No. 3 to Investment Advisory Agreement (*)

(d)(5)

Amendment No. 4 to Investment Advisory Agreement (*)

(d)(6)

Investment Subadvisory Agreement with T. Rowe Price Associates with respect to Thrivent Partner Small Cap Value Fund (10)

(d)(7)

Amended and Restated Investment Subadvisory Agreement with Mercator Asset Management, LP with respect to Thrivent Partner International Stock Fund (11)

(d)(8)

Amendment to Investment Subadvisory Agreement with Mercator Asset Management, LP with respect to Thrivent Partner International Stock Fund and Thrivent Partner Worldwide Allocation Fund (13)

(d)(9)

Investment Subadvisory Agreement with Principal Global Investors, LLC with respect to Thrivent Partner International Stock Fund (11)

(d)(10)

Amendment to Investment Subadvisory Agreement with Principal Global Investors, LLC with respect to Thrivent Partner International Stock Fund and Thrivent Partner Worldwide Allocation Fund (13)

(d)(11)

Investment Subadvisory Agreement with Goldman Sachs Asset Management, L.P. with respect to Thrivent Partner Mid Cap Value Fund (10)

(d)(12)

Amendment No. 1 to Investment Subadvisory Agreement with Goldman Sachs Asset Management, L.P. with respect to Thrivent Partner Mid Cap Value Fund (*)

(d)(13)

Investment Subadvisory Agreement with Goldman Sachs Asset Management, L.P. with respect to Thrivent Partner Worldwide Allocation Fund (13)

(d)(14)

Investment Subadvisory Agreement with Turner Investment Partners, Inc. with respect to Thrivent Partner Small Cap Growth Fund (10)

(d)(15)

Amendment No. 1 to Investment Subadvisory Agreement with Turner Investment Partners, Inc. with respect to Thrivent Partner Small Cap Growth Fund (15)

(d)(16)

Amendment No. 2 to Investment Subadvisory Agreement with Turner Investment Partners, Inc. with respect to Thrivent Partner Small Cap Growth Fund (*)

(d)(17)

Investment Subadvisory Agreement with Aberdeen Asset Management Investment Services Limited with respect to Thrivent Partner Worldwide Allocation Fund (13)

(d)(18)

Investment Subadvisory Agreement with Victory Capital Management Inc. with respect to Thrivent Partner Worldwide Allocation Fund (13)

(e)(1)

Distribution Agreement with Thrivent Investment Management Inc. (2)

(e)(2)

Amendment No. 14 to Distribution Agreement (12)

(e)(3)

Amendment No. 15 to Distribution Agreement (*)

(f)	Not Applicable

(g)	Custodian Agreement with State Street Bank and Trust (3)

(h)(l)

Accounting Services Agreement between Registrant and Thrivent Asset Management, LLC (10)

(h)(2)

Amendment No. 1 to Accounting Services Agreement (12)

(h)(3)

Administration Contract between Registrant and Thrivent Asset Management, LLC (10)

(h)(4)

Letter Agreement to Administration Contract, dated November 16, 2007 (12)

(h)(5)

Administrative Services Agreement, effective as of January 1, 2009, between Registrant and Thrivent Asset Management, LLC (15)

(h)(6)

Amendment No. 1 to Administrative Services Agreement (*)

(h)(7)

Transfer Agency Agreement between Registrant and Thrivent Financial Investor Services Inc. (6)

(h)(8)

Amendment No. 1 to Transfer Agency Agreement between Registrant and Thrivent Financial Investors Services Inc. (15)

(h)(9)

Amendment No. 2 to Transfer Agency Agreement between Registrant and Thrivent Financial Investors Services Inc. (15)

(h)(10)

Expense Reimbursement Letter Agreement (†)

(i)	Opinion and Consent of Counsel (*)

(j)	Consent of Independent Registered Public Accounting Firm (†)

(k)	Not Applicable

(l)	Not Applicable

(m)	Rule 12b-1 Plan (5)

(n)	Rule 18f-3 Plan (9)

(o)	Not Applicable

(p)(1)

Code of Ethics (Rule 17j-1) for Registrant (13)

(p)(2)

Code of Ethics for Registrant’s Principal Executive, Financial, and Accounting Officers (7)

(p)(3)

Code of Ethics of Mercator Asset Management, LP (15)

(p)(4)

Code of Ethics of T. Rowe Price Group, Inc. (14)

(p)(5)

Code of Ethics of Goldman Sachs Asset Management, L.P. (15)

(p)(6)

Code of Ethics of Turner Investment Partners, Inc. (8)

(p)(7)

Code of Ethics of Principal Global Investors, LLC (15)

(p)(8)

Code of Ethics of Aberdeen Asset Management Investment Services Limited (15)

(p)(9)

Code of Ethics of Victory Capital Management Inc. (15)

(q)	Powers of Attorney (*)

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

(2)	Incorporated by reference from Post-Effective Amendment No. 36 to the registration statement of Registrant, file no. 33-12911, filed on December 29, 1999.

(3)	Incorporated by reference from Post-Effective Amendment No. 44 to the registration statement of Registrant, file no. 33-12911, filed on June 27, 2003.

(4)	Incorporated by reference from Post-Effective Amendment No. 31 to the registration statement of Thrivent Series Fund, Inc., file no. 33-3677, filed on March 2, 2004.

(5)	Incorporated by reference from the initial registration statement of Registrant on Form N-14, file no. 333-113514, filed on March 11, 2004.

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

(7)	Incorporated by reference from Post-Effective Amendment No. 54 to the registration statement of Registrant, file no. 33-12911, filed on December 23, 2004.

(8)	Incorporated by reference from Post-Effective Amendment No. 56 to the registration statement of Registrant, file no. 33-12911, filed on April 14, 2005.

(9)	Incorporated by reference from Post-Effective Amendment No. 58 to the registration statement of Registrant, file no. 33-12911, filed on December 15, 2005.

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

(11)	Incorporated by reference from Post-Effective Amendment No. 61 to the registration statement of Registrant, file no. 33-12911, filed on February 26, 2007.

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

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

(14)	Incorporated by reference from Post-Effective Amendment No. 39 to registration statement of Thrivent Series Fund, Inc., file no. 33-3677, filed on April 25, 2008.

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

*	Filed herewith

†	To be filed by amendment

Item 24. Persons Controlled by or under Common Control with Registrant

Registrant is an open-end management investment company organized as a Massachusetts business trust on March 10, 1987. Registrant’s sponsor, Thrivent Financial for Lutherans (“Thrivent Financial”), is a fraternal benefit society organized under the laws of the State of Wisconsin and is owned by and operated for its members. It has no stockholders and is not subject to the control of any affiliated persons.

The following list shows the relationship of each wholly owned direct and indirect subsidiary to Thrivent Financial. Financial statements of Thrivent Financial will be filed on a consolidated basis.


Thrivent Financial Entities	Primary Business	State of Incorporation

Thrivent Financial	Fraternal benefit society offering financial services and products	Wisconsin

Thrivent Financial Holdings, Inc.	Holding Company with no independent operations	Delaware

Thrivent Financial Bank	Federally chartered bank	Federal Charter

Thrivent Investment Management Inc.	Broker-dealer and Investment adviser	Delaware

North Meadows Investment Ltd.	Organized for the purpose of holding and investing in real estate	Wisconsin

Thrivent Service Organization, Inc.	Organized for the purpose of owning bank account withdrawal authorizations	Wisconsin

Thrivent Financial Investor Services Inc.	Transfer agent	Pennsylvania

Thrivent Property & Casualty Insurance Agency, Inc.	Auto and homeowners insurance company	Minnesota

Thrivent Insurance Agency Inc.	Licensed Life and Health Agency	Minnesota

Thrivent Financial Lifelong Resources Inc.	Not formally engaged in business	Minnesota

Thrivent Life Insurance Company	Life insurance company	Minnesota

Thrivent Asset Management, LLC*	Investment Adviser	Delaware

*	Thrivent Asset Management, LLC is a subsidiary of both Thrivent Investment Management Inc. and Thrivent Life Insurance Company, both of which are wholly owned direct subsidiaries of Thrivent Financial.

Item 25. Indemnification

Under Section 12 of Article Seven of Registrant’s Declaration of Trust, Registrant may not indemnify any trustee, officer or employee for expenses (e.g., attorney’s fees, judgments, fines and settlement amounts) incurred in any threatened, pending or completed action, if there has been an adjudication of liability against such person based on a finding of willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties of office (“disabling conduct”). Registrant shall indemnify its trustees, officers or employees for such expenses whether or not there is an adjudication of liability, if, pursuant to Investment Company Act Release 11330, a determination is made that such person was not liable by reason of disabling conduct by: (i) final decision of the court before which the proceeding was brought; or (ii) in the absence of such a decision, a reasonable determination, based on factual review, that the person was not liable for reasons of such conduct is made by: (a) a majority vote of disinterested, independent trustees; or (b) independent legal counsel in a written opinion.

Advancement of expenses incurred in defending such actions may be made pursuant to Release 11330, provided that the person undertakes to repay the advance unless it is ultimately determined that such person is entitled to indemnification and one or more of the following conditions is met: (1) the person provides security for the undertaking; (2) Registrant is insured against losses arising by reason of any lawful advances; or (3) a majority of disinterested non-party trustees or independent legal counsel in a written opinion determines, based on review of readily available facts, that there is reason to believe the person ultimately will be found entitled to indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provision, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of the Investment Adviser

Thrivent Asset Management, LLC is the investment adviser and administrator of Registrant. The business and other connections of the directors and offers of Thrivent Asset Management are set forth on the Form ADV on file with the Securities and Exchange Commission (file No. 801-64988).

The business and other connections of the officers and directors of Aberdeen Asset Management Investment Services Limited (Subadviser for Thrivent Partner Worldwide Allocation Fund) are set forth in the Form ADV of Aberdeen Asset Management Inc. on file with the Securities and Exchange Commission (file No. 801-12880).

The business and other connections of the officers and directors of Goldman Sach Asset Management, L.P. (Subadviser for Thrivent Partner Mid Cap Value Fund and Thrivent Partner Worldwide Allocation Fund) are set forth in the Form ADV of Goldman Sachs Asset Management, L.P. on file with the Securities and Exchange Commission (file No 801-37591).

The business and other connections of the officers and directors of Mercator Asset Management LP (Subadviser for a portion of Thrivent Partner International Stock Fund and Thrivent Partner Worldwide Allocation Fund) are set forth in the Form ADV of Mercator Asset Management LP on file with the Securities and Exchange Commission (file No. 801-50347).

The business and other connections of the officers and directors of Principal Global Investors, LLC (Subadviser for a portion of Thrivent Partner International Stock Fund and Thrivent Partner Worldwide Allocation Fund) are set forth in the Form ADV of Principal Global Investors, LLC on file with the Securities and Exchange Commission (file No. 801-55959).

The business and other connections of the officers and directors of T. Rowe Price Associates, Inc. (Subadviser for Thrivent Partner Small Cap Value Fund) are set forth in the Form ADV of T. Rowe Price Associates, Inc. on file with the Securities and Exchange Commission (file No. 801-856).

The business and other connections of the officers and directors of Turner Investment Partners, Inc. (Subadviser for a portion of the Thrivent Partner Small Cap Growth Fund) are set forth in the Form ADV of Turner Investment Partners, Inc. currently on file with the Securities and Exchange Commission (File No. 801-36220).

The business and other connections of the officers and directors of Victory Capital Management Inc. (Subadviser for Thrivent Partner Worldwide Allocation Fund) are set forth in the Form ADV of Victory Capital Management Inc. on file with the Securities and Exchange Commission (file No. 801-46878).

Item 27. Principal Underwriters

(a) Not applicable.

(b) The directors and executive officers of Thrivent Investment Mgt. are listed below. Unless otherwise indicated, their principal address is 625 Fourth Avenue South, Minneapolis, Minnesota 55415.


Name and Principal Business Address	Positions and Offices with Underwriter	Positions and Offices with Trust

David M. Anderson 4321 North Ballard Road Appleton, Wisconsin 54919-0001	Director and Senior Vice President	N/A

James A. Thomsen	Director and President	N/A

Brian W. Picard 4321 North Ballard Road Appleton, Wisconsin 54919-0001	Director of Business Control Services; Privacy and Anti-Money Laundering Officer	Vice President and Anti-Money Laundering Officer

Randall L. Boushek	Director	N/A

Karen L. Larsen	Director and Vice President	N/A

Michael S. Fuehrmeyer 4321 North Ballard Road Appleton, Wisconsin 54919-0001	Vice President	N/A

Michael S. Haglin 4321 North Ballard Road Appleton, Wisconsin 54919-0001	Vice President	N/A


Nikki L. Sorum	Vice President	N/A

Eric W. Verseman	Vice President	N/A

Timothy P. Schmidt 701 Xenia Avenue South Suite 550 Golden Valley, Minnesota 55416-1078	Vice President	N/A

Kurt S.Tureson	Vice President, Chief Financial Officer and Treasurer	N/A

Karl D. Anderson	Vice President	Vice President

Knut A. Olson 4321 North Ballard Road Appleton, Wisconsin 54919-0001	Vice President	N/A

Carolyn Tuohy	Chief Legal Officer	N/A

Andrea C. Golis	Chief Compliance Officer of broker-dealer operations	N/A

David J. Kloster	Assistant Vice President	N/A

Erik J. Grinde	Assistant Vice President	N/A

Jennifer M. Fernjack	Assistant Secretary	N/A

Cynthia J. Nigbur	Assistant Secretary	N/A

Jennifer J. Pope	Assistant Secretary	N/A
4321 North Ballard Road Appleton, Wisconsin 54919-0001

(c)	Not applicable

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are in the possession of Registrant and Registrant’s Custodian as follows: all documents required to be maintained by Rule 31a-1(b) will be maintained by the Funds, (625 Fourth Avenue South, Minneapolis, Minnesota 55415) except that records required to be maintained by paragraph (2)(iv) of Rule 31a-1(b) will be maintained by the Custodian (State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110).

Item 29. Management Services

Not Applicable

Item 30. Undertakings

Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Registrant has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 7th day of December, 2009.

THRIVENT MUTUAL FUNDS

/s/ John L. Sullivan

John L. Sullivan

Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 7th day of December, 2009:


Signature				Title
/s/ Russell W. Swansen Russell W. Swansen				President (Principal Executive Officer) and Trustee

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

* F. Gregory Campbell				Trustee

* Herbert F. Eggerding, Jr.				Trustee

* Noel K. Estenson				Trustee

* Richard L. Gady				Trustee

* Richard A. Hauser				Trustee

* Paul R. Laubscher				Trustee

* Connie M. Levi				Trustee

* Douglas D. Sims				Trustee

* Constance L. Souders				Trustee

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


Dated: December 7, 2009				/s/ John L. Sullivan
				John L. Sullivan
				Attorney-in-Fact

Index to Exhibits


(d)(3)		Amendment No. 2 to Investment Advisory Agreement

(d)(4)		Amendment No. 3 to Investment Advisory Agreement

(d)(5)		Amendment No. 4 to Investment Advisory Agreement

(d)(12)		Amendment No. 1 to Investment Subadvisory Agreement with Goldman Sachs Asset Management, L.P. with respect to Thrivent Partner Mid Cap Value Fund

(d)(16)		Amendment No. 2 to Investment Subadvisory Agreement with Turner Investment Partners, Inc. with respect to Thrivent Partner Small Cap Growth Fund

(e)(3)		Amendment No. 15 to Distribution Agreement

(h)(6)		Amendment No. 1 to Administrative Services Agreement

(i)		Opinion and Consent of Counsel

(q)		Powers of Attorney