Thrivent Core Funds

As filed with the Securities and Exchange Commission on June 26, 2017

File No. 811-23149

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER
THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 3	☒
(Check appropriate box or boxes)

THRIVENT CORE FUNDS

(Exact Name of Registrant as Specified in Charter)

625 Fourth Avenue South, Minneapolis, Minnesota 55415

(Address of Principal Executive Offices) (Zip Code)

(612) 844 - 4198

(Registrant’s Telephone Number, Including Area Code)

MICHAEL W. KREMENAK

SECRETARY AND CHIEF LEGAL OFFICER
625 FOURTH AVENUE SOUTH

MINNEAPOLIS, MINNESOTA 55415

(Name and Address of Agent for Service)

EXPLANATORY NOTE

This Amendment No. 3 to the Registration Statement of Thrivent Core Funds (the “Trust”) on Form N-1A (File No. 811-23149) (the “Registration Statement”) has been filed by the Trust pursuant to Section 8(b) of the Investment Company Act of 1940, as amended, with respect to Thrivent Core Short-Term Reserve Fund, a series of the Trust (the “Fund”).

The Fund’s shares are not registered under the Securities Act of 1933 (the “1933 Act”) because the shares are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act. Investments in the Fund may only be made by domestic investment companies, institutional client separate accounts, 401(k) plan assets, common or commingled trust funds or collective investment trusts or similar organizations or entities that are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Amendment to the Registration Statement filed on behalf of the Fund does not constitute an offer to sell, or the solicitation of an offer to buy, within the meaning of the 1933 Act, any beneficial interests in the Fund.

Thrivent Core Short-Term Reserve Fund (the Fund)

SERIES OF

THRIVENT CORE FUNDS (the Trust)

Supplement to Statement of Additional Information dated February 28, 2017

To the extent not amended by this Amendment No. 3 to the Registration Statement for the Fund, on Form N-1A (File No. 811-23149), the Trust hereby incorporates in its entirety both Part A and Part B of Amendment No. 1 to the Registration Statement for the Fund on Form N-1A, filed on February 28, 2017, and hereby designates each such Part as constituting in its entirety Part A and Part B, respectively, of this Amendment No. 3.

Russell W. Swansen has announced his retirement from Thrivent Financial, effective June 30, 2017. As a result, he will no longer serve as Chief Investment Officer of the Trust. The information provided about Mr. Swansen under the section entitled “Item 17. Management of the Fund – Leadership Structure and Oversight Responsibilities” of Part B of the Registration Statement is replaced with the following:

Russell W. Swansen. Mr. Swansen has served as a Trustee on the Board of the Fund Complex since 2009. He has over 25 years of experience as a portfolio manager and served as a Senior Vice President and Chief Investment Officer of Thrivent Financial from 2003 to 2017. Mr. Swansen has executive and business experience as a former managing director of an investment bank and as a former president of another registered investment adviser. He has gained experience as a director on the board of several companies (both public and private) and a non-profit organization that supports medical research for the treatment and cure of childhood cancers. Mr. Swansen was formerly a director on the board of a mining equipment manufacturer and has been a board member of several private companies.

Interested Trustees

Name, Address and Year of Birth		Position with Trust and Length of Service		Number of Portfolios in Fund Complex Overseen by Trustee		Principal Occupation During the Past 5 Years		Other Directorships Held Currently and within Past Five Years
Russell W. Swansen 625 Fourth Avenue South Minneapolis, MN (1957)		Trustee since 2009		54		Chief Investment Officer, Thrivent Financial from 2003 to 2017.		Currently, Director of Twin Bridge Capital Partners, Invenshure LLC, Children’s Cancer Research Fund, and Intellectual Takeout.

2.	David S. Royal will succeed Mr. Swansen as Chief Investment Officer and will be named a principal officer of Thrivent Financial following board action.

The date of this Supplement is June 26, 2017.

PART C

Item 28.	Exhibits

(a)(1)	Declaration of Trust, effective as of March 18, 2016 (1)
(b)	Not Applicable
(c)	None
(d)(1)	Investment Advisory Agreement between Thrivent Core Funds and Thrivent Asset Management, LLC (1)
(d)(2)	Amendment No. 1 to Investment Advisory Agreement (3)
(e)(1)	Distribution Agreement between Thrivent Core Funds and Thrivent Distributors, LLC (1)
(e)(2)	Amendment No. 1 to Distribution Agreement (3)
(f)	Not Applicable
(g)(1)	Master Custodian Agreement with State Street Bank and Trust (1)
(g)(2)	Amendment to Master Custodian Agreement dated December 17, 2015 (3)
(g)(3)	Letter dated April 6, 2016 amending the Master Custodian Agreement to add Thrivent Core Funds (1)
(g)(4)	Amendment to Master Custodian Agreement dated February 8, 2017 (3)
(h)(1)	Transfer Agency and Service Agreement between Thrivent Core Funds, Thrivent Cash Management Trust and Thrivent Financial Investor Services Inc. (2)
(h)(2)	Amendment No. 1 to Transfer Agency and Service Agreement (3)
(h)(3)	Administrative Services Agreement between Thrivent Core Funds and Thrivent Asset Management, LLC (1)
(h)(4)	Amendment No. 1 to Administrative Services Agreement (3)
(i)	Not Applicable
(j)	Not Applicable
(k)	Not Applicable
(l)	None
(m)	Not Applicable
(n)	Not Applicable
(o)	Not Applicable
(p)	Code of Ethics (Rule 17j-1) for Registrant (2)
(q)	Powers of Attorney (3)

(1)	Incorporated by reference from the initial registration statement of Registrant on Form N-1A, file no. 811-23149, filed on May 4, 2016.
(2)	Incorporated by reference from the registration statement of Registrant on Form N-1A, file no. 811-23149, filed on February 28, 2017.
(3)	Incorporated by reference from the initial registration statement of Registrant on Form N-1A, file no. 811-23149, filed on June 21, 2017.
*	Filed herewith

Item 29.

Persons Controlled by or under Common Control with Registrant

Registrant is a Delaware statutory trust organized on March 18, 2016. 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, except as indicated below. Financial statements of Thrivent Financial will be presented on a consolidated basis.

Thrivent Financial Entities	Primary Business	State of Organization
Thrivent Financial	Fraternal benefit society offering financial services and products	Wisconsin
Thrivent Financial Holdings, Inc.	Holding company with no independent operations	Delaware
Thrivent Trust Company	Federally chartered limited purpose trust bank	Federal Charter
Thrivent Investment Management Inc.	Broker-dealer and investment adviser	Delaware

Thrivent Financial Entities	Primary Business	State of Organization
North Meadows Investment Ltd.	Organized for the purpose of holding and investing in real estate	Wisconsin
Thrivent Financial Investor Services Inc.	Transfer agent	Pennsylvania
Thrivent Insurance Agency Inc.	Licensed life and health agency	Minnesota
Newman Financial Services, LLC	Limited Liability Company	Minnesota
NewLife Insurance Agency, LLC⁵	Limited Liability Company	Minnesota
Thrivent Life Insurance Company	Life insurance company	Minnesota
Thrivent Asset Management, LLC¹	Investment adviser	Delaware
Thrivent Distributors, LLC	Limited Liability Company	Delaware
cuLearn, LLC⁶	Limited Liability Company	Delaware
PREPARE/ENRICH, LLC	Limited Liability Company	Delaware
White Rose GP I, LLC²	General partner	Delaware
White Rose Fund I Equity Direct, L.P.³	Private equity fund	Delaware
White Rose Fund I Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP II, LLC²	General partner	Delaware
Thrivent White Rose Fund II Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund II Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP III, LLC²	General partner	Delaware
Thrivent White Rose Fund III Mezzanine Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund III Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund III Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP IV, LLC²	General partner	Delaware
Thrivent White Rose Fund IV Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund IV Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP V, LLC²	General partner	Delaware
Thrivent White Rose Fund V Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund V Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP VI, LLC2	General partner	Delaware
Thrivent White Rose Fund VI Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund VI Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP VII, LLC2	General partner	Delaware
Thrivent White Rose Fund VII Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund VII Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund GP VIII, LLC2	General partner	Delaware
Thrivent White Rose Fund VIII Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund VIII Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose GP IX, LLC²	General partner	Delaware

Thrivent Financial Entities	Primary Business	State of Organization
Thrivent White Rose Fund IX Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund IX Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose GP X, LLC²	General partner	Delaware
Thrivent White Rose Fund X Equity Direct, L.P.³	Private equity fund	Delaware
Thrivent White Rose Fund X Fund of Funds, L.P.³	Private equity fund	Delaware
Thrivent White Rose Real Estate GP I, LLC²	General partner	Delaware
Thrivent White Rose Real Estate Fund I Fund of Funds, L.P.³	Private equity fund	Delaware
Gold Ring Holdings, LLC	Investment subsidiary	Delaware
Twin Bridge Capital Partners, LLC⁴	Managing member	Delaware
Thrivent Education Funding, LLC	Limited Liability Company	Delaware

¹	Thrivent Asset Management, LLC (“TAM”) is a subsidiary of both Thrivent Financial Holdings, Inc. (“TFH”) and Thrivent Life Insurance Company (“TLIC”), both of which are wholly owned subsidiaries of Thrivent Financial. TFH and TLIC own respectively 80% and 20% of TAM’s membership interests.

²	Thrivent Financial owns an interest in the limited liability company and is also its managing member.

³	The Fund is organized for the purpose of holding investments in Thrivent Financial’ general account.

⁴	Thrivent Financial owns 49% of the managing member’s membership interests. Twin Bridge Capital Partners, LLC is the managing member of a general partner of limited partnerships.

⁵	Newman Financial Services, LLC owns a 50% membership interest in NewLife Insurance Agency, LLC.

⁶	Thrivent Financial Holdings, Inc. owns 90% membership interest in cuLearn, LLC.

Item 30.

Indemnification

Under Article IX of the Registrant’s Declaration of Trust, the Trust shall indemnify any indemnitee for covered expenses (expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by an indemnitee in connection with a covered proceeding) in any covered proceeding (any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which an indemnitee is or was a party or is threatened to be made a party), whether or not there is an adjudication of liability as to such indemnitee, if a determination has been made that the indemnitee was not liable by reason of disabling conduct by (i) a final decision of the court or other body before which the covered proceeding was brought; or (ii) in the absence of such decision, a reasonable determination, based on a review of the facts, by either (a) the vote of a majority of a quorum of Trustees who are neither “interested persons,” as defined in the 1940 Act, nor parties to the covered proceeding or (b) an independent legal counsel in a written opinion; provided that such Trustees or counsel, in reaching such determination, may need not presume the absence of disabling conduct on the part of the indemnitee by reason of the manner in which the covered proceeding was terminated.

Covered expenses incurred by an indemnitee in connection with a covered proceeding shall be advanced by the Trust to an indemnitee prior to the final disposition of a covered proceeding upon the request of the indemnitee for such advance and the undertaking by or on behalf of the indemnitee to repay the advance unless it is ultimately determined that the indemnitee is entitled to indemnification thereunder, but only if one or more of the following is the case: (i) the indemnitee shall provide a security for such undertaking; (ii) the Trust shall be insured against losses arising out of any lawful advances; or (iii) here shall have been a determination, based on a review of the readily available facts (as opposed to a fully trial-type inquiry) that there is a reason to believe that the indemnitee ultimately will be found entitled to indemnification by either independent legal counsel in a written opinion or by the vote of a majority of a quorum of trustee who are neither “interested persons” as defined in the 1940 Act, nor parties to the covered proceeding.

Item 31.

Business and Other Connections of the Investment Adviser

See “Management of the Fund” in Part B. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference thereto.

Item 32.

Principal Underwriters

Not Applicable

Item 33.

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 (either at its Minneapolis, Minnesota or Appleton, Wisconsin office), the Registrant’s custodian State Street Bank and Trust Company (located in Boston, Massachusetts) or the Registrant’s sub-transfer agent DST Systems, Inc. (located in Kansas City, Missouri). The relevant addresses are 625 Fourth Ave. S., Minneapolis, MN 55415; 4321 N. Ballard Rd., Appleton, WI 54919; One Lincoln St., Boston, MA 02111; and 333 W. 11^th St., Kansas City, MO 64105.

Item 34.

Management Services

None.

Item 35.

Undertakings

Not Applicable

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant, Thrivent Core Funds, has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis and State of Minnesota on the 26th day of June, 2017.

THRIVENT CORE FUNDS

By:	/s/ Michael W. Kremenak
	Michael W. Kremenak, Secretary and Chief Legal Officer