UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER
REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-23362
Thrivent Church Loan and Income Fund
(Exact name of registrant as specified in charter)
901 Marquette Avenue, Suite
2500
Minneapolis, Minnesota 55402-3265
(Address of principal
executive offices) (Zip code)
Thrivent Church Loan and Income Fund
901 Marquette Avenue, Suite
2500
Minneapolis, Minnesota
55402-3265
(Name and address of agent for service)
Registrant’s telephone number, including area code:
(612) 844-7190
Date of fiscal year end: March 31
Date of reporting period: March 31, 2020
Item 1. Report to Stockholders
[
Insert shareholder report]
As of the end of the period covered by this report,
registrant has adopted a code of ethics (as defined in Item 2 of Form N-CSR)
applicable to registrant’s Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer. No waivers were granted to such code
of ethics during the period covered by this report. A copy of this code of
ethics is filed as an exhibit to this Form N-CSR.
Item 3. Audit Committee
Financial Expert
Registrant’s Board of Trustees has determined that George
W. Morriss and Jerry T. Golden, independent trustees, are the Audit Committee
Financial Experts.
Item 4. Principal
Accountant Fees and Services
(a) Audit Fees
The aggregate fees billed by registrant’s independent
public accountants, Cohen & Company, Ltd. (“Cohen”), for each of the last
two fiscal years for professional services rendered in connection with the
audit of registrant’s annual financial statements or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements were $55,000 for the year ended March 31, 2019 and $75,000 for
the year ended March 31, 2020.
The aggregate fees Cohen billed to registrant for each
of the last two fiscal years for assurance and other services that are
reasonably related to the performance of registrant’s audit and are not
reported under Item 4(a) were $0 for the year ended March 31, 2019 and $0 for
the year ended March 31, 2020. The aggregate fees Cohen billed to registrant’s
investment adviser and any entity controlling, controlled by, or under common
control with registrant’s investment adviser for assurance and other services
directly related to the operations and financial reporting of registrant were $0
for the year ended March 31, 2019 and $0 for the year ended March 31, 2020.
The aggregate tax fees Cohen billed to registrant for
each of the last two fiscal years for tax compliance, tax advice and tax
planning services were $4,500 for the year ended March 31, 2019 and $6,000 for
the year ended March 31, 2020. These fees include payments for tax return
compliance services, excise distribution review services and other tax related
matters. The aggregate tax fees Cohen billed to registrant’s investment
adviser and any entity controlling, controlled by, or under common control with
registrant’s investment adviser for services directly related to the operations
and financial reporting of registrant were $0 for the year ended March 31, 2019
and $0 for the year ended March 31, 2020.
The aggregate fees Cohen billed to registrant for each
of the last two fiscal years for products and services provided, other than the
services reported in paragraphs (a) through (c) of this item, were $0 for the years
ended March 31, 2019 and March 31, 2020. The aggregate fees Cohen billed to
registrant’s investment adviser and any entity controlling, controlled by, or
under common control with registrant’s investment adviser for products and
services provided, other than the services reported in paragraphs (a) through
(c) of this item, were $0 for the year ended March 31, 2019 and $0 for the year
ended March 31, 2020. These figures are also reported in response to item 4(g)
below.
Registrant’s audit committee
charter provides that the audit committee (comprised of the independent
Trustees of registrant) is responsible for pre-approval of all auditing
services performed for the registrant. The audit committee also is responsible
for pre-approval (subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934) of all non-auditing services performed for the registrant or an affiliate
of registrant. In addition, registrant’s audit committee charter permits a
designated member of the audit committee to pre-approve, between meetings, one
or more audit or non-audit service projects, subject to an expense limit and
notification to the audit committee at the next committee meeting. Registrant’s
audit committee pre-approved all fees described above that Cohen billed to
registrant.
(f) Less than 50% of the hours billed
by Cohen for auditing services to registrant for the fiscal year ended March 31,
2020 were for work performed by persons other than full-time permanent
employees of Cohen.
(g) The aggregate non-audit fees billed
by Cohen to registrant and to registrant’s investment adviser and any entity
controlling, controlled by, or under common control with registrant’s investment
adviser for the fiscal years ending March 31, 2019 and March 31, 2020 were $0 and
$0 respectively. These figures are also reported in response to item 4(d)
above.
(h) Registrant’s audit committee has
considered the non-audit services provided to the registrant and registrant’s
investment adviser and any entity controlling, controlled by, or under common
control with registrant’s investment adviser as described above and determined
that these services do not compromise Cohen’s independence.
Item 5. Audit Committee of
Listed Registrants
Registrant’s Schedule of
Investments is included in the report to shareholders filed under
Item 1.
Not applicable to this filing.
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment
Companies
Item
8. Portfolio Managers of Closed-End Management Investment Companies
(a)(1) The
following information about the portfolio managers of the registrant who are
primarily responsible for the day-to-day management of the registrant’s
portfolio (“Portfolio Manager”) is provided as of May 29, 2020.
Frederick P.
Johnson has served as Portfolio Manager of the Church Loan and Income Fund
since 2018. Mr. Johnson also serves as Senior Portfolio Manager of Thrivent
Financial’s church loan portfolio and has served as the Director of the
Thrivent Church Financing department since 2004. Mr. Johnson has been an
employee of Thrivent Financial for 33 years, holding leadership roles in the
mutual fund transfer agent/broker dealer from 1987 to 1994 and serving as Vice
President of Investment Operations from 1995 to 2004.
Meg G. Spangler
has served as the Associate Portfolio Manager of the Church Loan and Income
Fund since 2018. Ms. Spangler has also served as Associate Portfolio Manager
for Thrivent Financial’s church loan portfolio since 2004. She also recently
served as Director of Thrivent’s Commercial Loan Servicing department, managing
the ongoing servicing needs of over 2,500 loans. Ms. Spangler has actively
worked with all aspects of church and commercial lending including
underwriting, loan closing, and servicing.
Gregory R. Anderson has
served as Portfolio Manager of the Church Loan and Income Fund since 2018. Mr.
Anderson is the Vice President of Fixed Income Securities for Thrivent
Financial and recently served as Senior Portfolio Manager of Thrivent Financial’s
mortgage-backed securities (MBS) portfolio. He is also co-portfolio manager of
certain Thrivent fixed income mutual funds. Mr. Anderson joined Thrivent
Financial in 1997 and has held a variety of positions, including corporate bond
investment analyst and securitized assets portfolio manager.
(a)(2) The following table provides information relating to other
accounts managed by the Portfolio Managers as of March 31, 2020. None of the
Portfolio Managers of the registrant manage assets in pooled investment
vehicles other than the registered investment companies noted below.
Portfolio
managers at the investment adviser (“Thrivent Asset Mgt.”) of the registrant
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. The information regarding potential conflicts of
interest was provided by Thrivent Asset Mgt. and is current as of May 29, 2020.
(a)(3) The
following is a description provided by Thrivent Asset Mgt. regarding the
structure of and criteria for determining the compensation of the Portfolio
Managers as of March 31, 2020.
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 loan origination volume and yield
targets as well as loan quality measures (e.g., delinquency, loan
losses). 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 during the
previous three-year period.
(a)(4) The following table provides information as of March 31, 2020
on the dollar range of beneficial ownership by each Portfolio Manager in the
registrant.
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Dollar Range of Beneficial
Ownership in the Registrant
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Item 9. Purchases of
Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers.
Item 10. Submission of
Matters to a Vote of Security Holders
There
have been no material changes to the procedures by which shareholders may
recommend nominees to registrant’s board of trustees, where those changes were
implemented after the registrant last provided disclosure in response to this
Item.
Item 11. Controls and
Procedures
(a) Registrant’s principal executive and principal
financial officers, or persons performing similar functions, have concluded
that registrant’s disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940) are effective, based on
their evaluation of these controls and procedures as of a date within 90 days
of the filing date of this report.
(b) There were no changes in registrant’s internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, registrant’s internal control over financial reporting.
Item 12. Disclosure of
Securities Lending Activities for Closed-End Management Investment Companies
(a)(3) Any written
solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR
270.23c-1) sent or given during the period covered by the report by or on
behalf of the registrant to 10 or more persons: Not applicable.
(a)(4) Change in the
registrant’s independent public accountant: Not applicable
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date:
May 29, 2020 THRIVENT
CHURCH LOAN AND INCOME
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Date:
May 29, 2020 By: /s/
David S. Royal
(principal executive officer)
Date:
May 29, 2020 By: /s/
Gerard V. Vaillancourt
Treasurer and Principal Accounting Officer
(principal financial officer)