THE AAL MUTUAL FUNDS
AMENDED AND RESTATED
DISTRIBUTION PLAN AND AGREEMENT
CLASS A SHARES
CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN AND AGREEMENT made as of November 11, 2003, by and
between THE AAL MUTUAL FUNDS, a Massachusetts Business Trust (the "Fund"), and THRIVENT
INVESTMENT MANAGEMENT INC., a Delaware corporation (the "Distributor" and the "Adviser").
1. This Distribution and Service Plan (the "Plan"), when effective in accordance with
its terms, shall be the written plan contemplated by Securities and Exchange Commission
Rule 12b-1 under the Investment Company act of 1940, as amended (the "Act") for the
Class A shares and Class B shares of each Series identified in Appendix A, attached
hereto (the "Series"), a class of shares of Fund.
2. The Fund has entered into a Distribution Agreement with the Distributor under which
the Distributor uses all reasonable efforts, consistent with its other business, to
secure purchasers of shares of each Series of the Fund (the "Shares"). Such efforts
may include, but neither are required to include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional activities, such as
mail promotions and television, radio, newspaper, magazine and other mass media
advertising; (2) preparation, printing and distribution of sales literature provided to
the Fund's shareholders and prospective shareholders; (3) preparation, printing and
distribution of prospectuses and statements of additional information of the Fund and
reports to recipients other than existing shareholders of the Fund; (4) obtaining such
information, analyses and reports with respect to marketing and promotional activities
as the Distributor may, from time to time, deem advisable; (5) making payment of sales
commission, ongoing commissions and other payments to brokers, dealers, financial
institutions or others who sell Shares pursuant to Selling Agreements; (6) paying
compensation to registered representatives or other employees of the Distributor who
engage in or support distribution of the Fund's Shares; (7) reimbursing expenses
(including overhead and telephone expenses) of, the Distributor; (8) providing
training, marketing and support to dealers and others with respect to the sale of
Shares; (9) receiving and answering correspondence from prospective shareholders
including distributing prospectuses, statements of additional information, and
shareholder reports; (10) providing facilities to answer questions from prospective
investors about Shares; (11) assisting investors in completing application forms and
selecting dividend and other account options; (12) providing other reasonable
assistance in connection with the distribution of the Fund's shares; (13) organizing
and conducting sales seminars and making payments in the form of transactional
compensation or promotional incentives; and (14) such other distribution and service
activities as the Fund determines may be paid for by the Fund pursuant to the terms of
this Plan and in accordance with Rule 12b-1 of the Act.
3. In consideration for the services provided and the expenses incurred by the
Distributor pursuant to the Distribution Agreement and Paragraph 2 hereof, all with
respect to Class A shares of a Series of the Fund, Class A shares of each Series shall
pay to the Distributor a fee at the annual rate of 0.25% (or such lesser amount as the
Fund Trustees may, from time to time, determine) of the average daily net assets of
Class A shares of such Series. This fee shall be accrued daily and paid monthly or at
such other intervals, as the Fund Trustees shall determine. The determination of daily
net assets shall be made at the close of business each day throughout the month and
computed in the manner specified in the Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A shares. The Distributor may
use all or any portion of the fee received pursuant to this Plan to compensate
securities dealers or other persons who have engaged in the sale of Class A shares or
to pay any of the expenses associated with other activities authorized under Paragraph
2 hereof. Each Fund will reimburse the Distributor for the aforementioned expenses,
but the Distributor shall bear any such expenses in excess of the fee received pursuant
to this Plan.
4. In consideration for the services provided and the expenses incurred by the
Distributor pursuant to the Distribution Agreement and Paragraph 2 hereof, all with
respect to Class B shares of a Series of the Fund, Class B shares of each Series shall
pay to the Distributor a distribution fee at the annual rate of 0.75% (except for the
Thrivent Limited Maturity Bond Fund) and a servicing fee at the annual rate of 0.25%
(or such lesser amount[s] as the Fund Trustees may, from time to time, determine) of
the average daily net assets of Class B shares of such Series. This fee shall be
accrued daily and paid monthly or at such other intervals, as the Fund Trustees shall
determine. The determination of daily net assets shall be made at the close of
business each day throughout the month and computed in the manner specified in the
Fund's then current Prospectus for the determination of the net asset value of the
Fund's Class B shares. The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other persons who have
engaged in the sale of Class B shares or to pay any of the expenses associated with
other activities authorized under Paragraph 2 hereof. Each Fund will reimburse the
Distributor for the aforementioned expenses, but the Distributor shall bear any such
expenses in excess of the fee received pursuant to this Plan.
5. The Fund presently pays, and will continue to pay, an investment adviser fee to the
Adviser pursuant to an investment adviser agreement between the Fund and the Adviser
(the "Investment Advisory Agreement"). It is recognized that the Adviser may use its
adviser fee revenue, as well as its past profits or its resources from any other
source, to pay any expenses incurred in connection with the distribution of Class A
shares and Class B shares, including the activities referred to in Paragraph 2 hereof.
To the extent that the payment of adviser fees by the Fund to the Adviser should be
deemed to be indirect financing of any activity primarily intended to result in the
sale of Class A shares and Class B shares within the meaning of Rule 12b-1, then such
payment shall be deemed to be authorized by this Plan.
6. This Plan as applied to the Class A shares and Class B shares has been approved (a)
by a vote of at least a majority (as defined in the Act) of the outstanding Class A
shares and Class B shares of the Series of the Fund as to any Series for which the Plan
was adopted after the initial public offering of that Series and (b) by votes of the
majority of both (i) the Board of Trustees of the Fund, and (ii) those Trustees of the
Fund who are not "interested persons" (as defined in the Act) of the Fund and who have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to this Plan (the "Disinterested Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan or such agreements.
7. Unless sooner terminated pursuant to Paragraph 6, this Plan shall continue in
effect for a period of twelve months from the date it takes effect and thereafter shall
continue in effect so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in Paragraph 6(b).
8. A representative of the Distributor shall provide to the Board of Trustees and the
Board of Trustees shall review at least quarterly a written report of the amounts so
expended and the purposes for which such expenditures were made.
9. This Plan, as it applies to Class A shares, may be terminated at any time by vote
of a majority of the Disinterested Trustees, or by vote of a majority (as defined in
the Act) of the outstanding Class A shares of the Series of the Fund.
10. This Plan, as it applies to Class B shares, may be terminated at any time by vote
of a majority of the Disinterested Trustees, or by vote of a majority (as defined in
the Act) of the outstanding Class B shares of the Series of the Fund.
11. Any agreement of the Series of the Fund related to this Plan shall be in writing
and shall provide:
A. That such agreement may be terminated at any time, without payment of any penalty,
by vote of a majority of the Disinterested Trustees or by a vote of a majority (as
defined in the Act) of the outstanding Class A shares of the Series of the Fund on
not more than sixty (60) days' written notice to any other party to the agreement);
and
B. That such agreement may be terminated at any time, without payment of any penalty,
by vote of a majority of the Disinterested Trustees or by a vote of a majority (as
defined in the Act) of the outstanding Class B shares of the Series of the Fund on
not more than sixty (60) days' written notice to any other party to the agreement);
and
C. That such agreement shall terminate automatically in the event of its assignment.
12. While the Plan is in effect, the selection and nomination of Trustees who are not
"interested persons" (as defined in the Act) of the Fund shall be committed to the
discretion of the Trustees who are not interested persons. Furthermore, any person who
acts as a legal counsel for the disinterested Trustees of the Fund is an independent
legal counsel.
13. This Plan does not require the Distributor to perform any specific type or level of
distribution activities or to incur any specific level of expenses for activities
primarily intended to result in the sale of Class A shares and Class B shares.
14. The Fund shall preserve copies of this Plan and any related agreements and all
reports made pursuant to Paragraph 8, for a period of not less than six years from the
date of the Plan, or the agreements or such report, as the case may be, the first two
years in an easily accessible place.
15. This Plan may not be amended to increase materially the amount of fees provided for
in Paragraphs 3 and 4 hereof unless such amendment is approved in the manner provided
for initial approval in Paragraph 6 hereof and no other material amendment to this Plan
shall be made unless approved in the manner provided for initial approval in Paragraph
6(b) hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Plan as of the
first date written above.
The AAL Mutual Funds
By: _____________________________________
Xxxxxx X. Xxxxx, President
THRIVENT INVESTMENT MANAGEMENT INC.
By: _____________________________________
Xxxxx X. Xxxxxxxxx, President
THE AAL MUTUAL FUNDS
APPENDIX A
Series
The AAL Technology Stock Fund The AAL Aggressive Growth Fund
The AAL Small Cap Stock Fund The AAL Small Cap Index Fund II
The AAL Small Cap Value Fund The AAL Mid Cap Stock Fund
The AAL Mid Cap Index Fund II The AAL International Fund
The AAL Capital Growth Fund The AAL Large Company Index Fund II
The AAL Equity Income Fund The AAL Balanced Fund
The AAL High Yield Bond Fund The AAL Municipal Bond-Fund
The AAL Bond Fund The AAL Money Market Fund
Thrivent Mid Cap growth Fund Thrivent High Yield Fund
Thrivent Income Fund Thrivent Limited Maturity Bond Fund
