UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21622
Thrivent Financial Securities Lending Trust
(Exact name of registrant as specified in charter)
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Address of principal executive offices) (Zip code)
Rebecca A. Paulzine, Assistant Secretary
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Name and address of agent for service)
Registrant’s telephone number, including area code: (612) 844-5168
Date of fiscal year end: October 31
Date of reporting period: April 30, 2010
| Item 1. | Report to Stockholders |
Semiannual Report
APRIL 30, 2010
Thrivent Financial
Securities Lending Trust
Table of Contents
THRIVENT FINANCIAL SECURITIES LENDING TRUST
William D. Stouten, Portfolio Manager
The Thrivent Financial Securities Lending Trust (the “Trust”) seeks to maximize current income to the extent consistent with the preservation of capital and liquidity and to maintain a stable $1.00 per share net asset value by investing in dollar-denominated securities with a remaining maturity of 397 calendar days or less.
The Trust was dramatically downsized during the market turmoil in the fall of 2008. Demand for borrowing securities combined with the low-yield environment has kept balances relatively low. This low-yield environment is the primary challenge in managing the Trust. Low yields combined with less demand to borrow securities have resulted in compressed spreads and lower profitability throughout the securities lending industry. The low-yield, low-demand environment is expected to persist at least through year-end 2010. Because of this, securities lending activity is also likely to remain subdued. As a registered 2a-7 fund, the Trust will have to abide by the new guidelines of Rule 2a-7, but the Trust has traditionally been managed conservatively even within the guidelines. Liquidity and credit quality remain strong, with more than 26% of the portfolio invested in direct U.S. government obligations or U.S. government-supported securities as of March 31, 2010. The combination of government securities and a short weighted-average maturity should provide meaningful liquidity in times of volatility. As in any interest rate environment, we seek to maintain a defensive portfolio stance that maximizes safety and liquidity.
Thrivent Financial Securities Lending Trust
As of April 30, 2010*
| | | |
7-Day Yield | | 0.19 | % |
7-Day Yield Gross of Waivers | | 0.17 | % |
7-Day Effective Yield | | 0.19 | % |
7-Day Effective Yield Gross of Waivers | | 0.17 | % |
Average Annual Total Returns**
| | | | | | | | | |
For the Period Ended April 30, 2010 | | 1-Year | | | 5-Year | | | Since Inception,
9/16/2004 | |
Total Return | | 0.31 | % | | 3.25 | % | | 3.14 | % |
| * | Seven-day yields of the Trust refer to the income generated by an investment in the Trust over a specified seven-day period. Effective yields reflect the reinvestment of income. Yields gross of waivers represents what the yield would have been if the Adviser were not reimbursing certain expenses associated with the Trust. Refer to the expense table in the Trust’s prospectus for details. Yields are subject to daily fluctuation and should not be considered an indication of future results. |
| ** | Average annual total returns represent past performance and reflect changes in share prices, the reinvestment of all dividends and capital gains, and the effects of compounding. The returns shown do not reflect taxes a shareholder would pay on distributions or redemptions. |
Past performance is not an indication of future results. Current performance may be lower or higher than the performance data quoted. Total investment return and principal value of your investment will fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. The prospectus contains more complete information on the investment objectives, risks and expenses of the Trust, which investors should read and consider carefully before investing.
An investment in the Trust is not insured or guaranteed by the FDIC or any other government agency. Although the Trust seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Trust.
1
Shareholder Expense Example
(unaudited)
As a shareholder of the Trust, you may incur ongoing costs, including management fees and other Trust expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Trust and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2009 through April 30, 2010.
Actual Expenses
In the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid during Period” to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes
In the table below, the second line provides information about hypothetical account values and hypothetical expenses based on the Trust’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Trust’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Trust and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical example that appears in the shareholder reports of the other funds.
| | | | | | | | | | | | |
| | | Beginning Account
Value 11/1/2009 | | Ending Account Value
4/30/2010 | | Expenses Paid During
Period 11/1/2009 - -
4/30/2010* | | Annualized Expense
Ratio | |
Thrivent Financial Securities Lending Trust | | | | | | | | | |
Actual | | $ | 1,000 | | $ | 1,001 | | $ | 0.25 | | 0.05 | % |
Hypothetical** | | $ | 1,000 | | $ | 1,025 | | $ | 0.25 | | 0.05 | % |
| * | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. |
| ** | Assuming 5% total return before expenses. |
2
Thrivent Financial Securities Lending Trust
Schedule of Investments as of April 30, 2010
(unaudited)
| | | | | | |
Principal
Amount | | Commercial Paper (68.7%)a | | Value |
| Banking-Domestic (10.0%) |
| | | BNP Paribas Finance, Inc. | | | |
| $ | 8,000,000 | | 0.220%, 5/19/2010b | | $ | 7,999,120 |
| | | J.P. Morgan Chase & Company | | | |
| | 2,000,000 | | 0.180%, 5/17/2010 | | | 1,999,840 |
| | | Liberty Street Funding, LLC | | | |
| | 6,500,000 | | 0.220%, 5/4/2010b | | | 6,499,881 |
| | 6,500,000 | | 0.220%, 5/17/2010b | | | 6,499,364 |
| | 6,400,000 | | 0.240%, 6/2/2010b | | | 6,398,635 |
| | 6,300,000 | | 0.260%, 6/24/2010b | | | 6,297,543 |
| | | Rabobank Nederland NV/NY | | | |
| | 15,000,000 | | 0.250%, 5/17/2010b | | | 14,999,999 |
| | | Svenska Handelsbanken, Inc. | | | |
| | 5,000,000 | | 0.200%, 5/21/2010 | | | 4,999,445 |
| | 2,500,000 | | 0.240%, 6/3/2010 | | | 2,499,450 |
| | 11,970,000 | | 0.240%, 6/10/2010 | | | 11,966,808 |
| | | Variable Funding Capital Company, LLC | | | |
| | 3,900,000 | | 0.220%, 5/26/2010b | | | 3,899,404 |
| | 8,000,000 | | 0.230%, 6/2/2010b | | | 7,998,364 |
| | 8,000,000 | | 0.230%, 6/3/2010b | | | 7,998,313 |
| | | | | | |
| | | Total Banking-Domestic | | | 90,056,166 |
| | | | | | |
|
| Banking-Foreign (7.3%) |
| | | BNP Paribas Canada | | | |
| | 8,000,000 | | 0.240%, 6/4/2010b | | | 7,998,187 |
| | | Royal Bank of Canada | | | |
| | 25,000,000 | | 0.150%, 5/3/2010 | | | 25,000,000 |
| | | Societe Generale NA | | | |
| | 32,580,000 | | 0.200%, 5/3/2010b | | | 32,580,000 |
| | | | | | |
| | | Total Banking-Foreign | | | 65,578,187 |
| | | | | | |
|
| Brokerage (3.2%) |
| | | Franklin Resources, Inc. | | | |
| | 8,000,000 | | 0.210%, 5/5/2010 | | | 7,999,813 |
| | 8,580,000 | | 0.250%, 5/19/2010 | | | 8,578,928 |
| | 6,200,000 | | 0.230%, 5/27/2010 | | | 6,198,970 |
| | 6,200,000 | | 0.230%, 5/28/2010 | | | 6,198,930 |
| | | | | | |
| | | Total Brokerage | | | 28,976,641 |
| | | | | | |
|
| Consumer Cyclical (6.2%) |
| | | Golden Funding Corporation | | | |
| | 6,500,000 | | 0.350%, 5/10/2010b | | | 6,499,431 |
| | 4,000,000 | | 0.350%, 5/26/2010b | | | 3,999,028 |
| | 6,135,000 | | 0.370%, 6/10/2010b | | | 6,132,478 |
| | 3,500,000 | | 0.380%, 6/15/2010b | | | 3,498,337 |
| | 6,356,000 | | 0.330%, 6/28/2010b | | | 6,352,621 |
| | 8,959,000 | | 0.350%, 6/29/2010b | | | 8,953,861 |
| | | Toyota Financial Services de Puerto Rico, Inc. | | | |
| | 7,000,000 | | 0.250%, 5/11/2010 | | | 6,999,514 |
| | 6,500,000 | | 0.230%, 5/13/2010 | | | 6,499,501 |
| | | Wal-Mart Funding Corporation | | | |
| | 6,500,000 | | 0.250%, 5/10/2010b | | | 6,499,594 |
| | | | | | |
| | | Total Consumer Cyclical | | | 55,434,365 |
| | | | | | |
|
| Consumer Non-Cyclical (5.7%) |
| | | Louis Dreyfus Corporation | | | |
| | 7,500,000 | | 0.320%, 5/26/2010b | | | 7,498,334 |
| | | Nestle Capital Corporation | | | |
| | 7,400,000 | | 0.200%, 6/7/2010b | | | 7,398,479 |
| | | Nestle Finance International, Ltd. | | | |
| | 6,400,000 | | 0.170%, 5/3/2010b | | | 6,399,940 |
| | 7,400,000 | | 0.210%, 5/24/2010b | | | 7,399,007 |
| | | | | | |
Principal
Amount | | Commercial Paper (68.7%)a | | Value |
| Consumer Non-Cyclical (5.7%) - continued |
| $ | 8,000,000 | | 0.210%, 6/16/2010b | | $ | 7,997,853 |
| | 8,000,000 | | 0.210%, 6/21/2010b | | | 7,997,620 |
| | 6,400,000 | | 0.240%, 6/30/2010b | | | 6,397,440 |
| | | | | | |
| | | Total Consumer Non-Cyclical | | | 51,088,673 |
| | | | | | |
|
| Energy (1.9%) |
| | | ENI Coordination Center SA | | | |
| | 6,800,000 | | 0.240%, 5/12/2010b | | | 6,799,501 |
| | 5,000,000 | | 0.240%, 5/17/2010b | | | 4,999,467 |
| | | Total Capital | | | |
| | 4,700,000 | | 0.200%, 5/26/2010b | | | 4,699,347 |
| | | | | | |
| | | Total Energy | | | 16,498,315 |
| | | | | | |
|
| Finance (27.4%) |
| | | Barton Capital Corporation | | | |
| | 6,500,000 | | 0.220%, 5/5/2010b | | | 6,499,841 |
| | 6,500,000 | | 0.220%, 5/6/2010b | | | 6,499,801 |
| | 2,915,000 | | 0.210%, 5/25/2010b | | | 2,914,592 |
| | 6,500,000 | | 0.230%, 6/1/2010b | | | 6,498,713 |
| | 7,500,000 | | 0.250%, 6/3/2010b | | | 7,498,281 |
| | 8,000,000 | | 0.250%, 6/4/2010b | | | 7,998,111 |
| | | Bryant Park Funding, LLC | | | |
| | 3,047,000 | | 0.210%, 5/12/2010b | | | 3,046,804 |
| | 2,105,000 | | 0.240%, 5/17/2010b | | | 2,104,775 |
| | 5,002,000 | | 0.230%, 5/21/2010b | | | 5,001,361 |
| | 9,178,000 | | 0.230%, 5/24/2010b | | | 9,176,651 |
| | 9,025,000 | | 0.240%, 5/28/2010b | | | 9,023,376 |
| | | Charta, LLC | | | |
| | 11,515,000 | | 0.210%, 5/3/2010b | | | 11,514,866 |
| | | Enterprise Funding Corporation | | | |
| | 3,000,000 | | 0.200%, 5/5/2010b | | | 2,999,933 |
| | | Falcon Asset Securitization Company, LLC | | | |
| | 6,500,000 | | 0.220%, 5/10/2010b | | | 6,499,642 |
| | 6,011,000 | | 0.230%, 5/11/2010b | | | 6,010,616 |
| | 7,000,000 | | 0.210%, 5/17/2010b | | | 6,999,347 |
| | 6,500,000 | | 0.210%, 5/18/2010b | | | 6,499,356 |
| | 2,815,000 | | 0.210%, 5/20/2010b | | | 2,814,688 |
| | | ING US Funding, LLC | | | |
| | 7,200,000 | | 0.240%, 6/1/2010b | | | 7,198,512 |
| | 7,200,000 | | 0.240%, 6/8/2010b | | | 7,198,176 |
| | 6,300,000 | | 0.250%, 6/28/2010b | | | 6,297,463 |
| | | Jupiter Securitization Company, LLC | | | |
| | 2,000,000 | | 0.220%, 5/28/2010b | | | 1,999,670 |
| | 8,500,000 | | 0.240%, 6/14/2010b | | | 8,497,507 |
| | | Old Line Funding, LLC | | | |
| | 6,000,000 | | 0.220%, 5/17/2010b | | | 5,999,413 |
| | 3,608,000 | | 0.250%, 6/16/2010b | | | 3,606,848 |
| | | Park Avenue Receivables Corporation | | | |
| | 7,300,000 | | 0.210%, 5/10/2010b | | | 7,299,617 |
| | | Private Export Funding Corporation | | | |
| | 6,500,000 | | 0.190%, 5/13/2010 | | | 6,499,588 |
| | | Proctor & Gamble International Funding | | | |
| | 4,860,000 | | 0.190%, 5/20/2010b | | | 4,859,513 |
| | 7,000,000 | | 0.190%, 5/27/2010b | | | 6,999,039 |
| | | Societe de Prise de Participation de l’Etat | | | |
| | 9,000,000 | | 0.230%, 5/28/2010b | | | 8,998,448 |
|
| The accompanying Notes to Financial Statements are an integral part of this schedule. |
Thrivent Financial Securities Lending Trust
Schedule of Investments as of April 30, 2010
(unaudited)
| | | | | | |
Principal Amount | | Commercial Paper (68.7%)a | | Value |
| Finance (27.4%) - continued | | | |
| | | Straight-A Funding, LLC | | | |
| $ | 3,046,000 | | 0.200%, 5/17/2010 | | $ | 3,045,729 |
| | 6,500,000 | | 0.210%, 5/26/2010 | | | 6,499,052 |
| | 6,300,000 | | 0.230%, 6/21/2010 | | | 6,297,947 |
| | 4,000,000 | | 0.230%, 6/22/2010 | | | 3,998,671 |
| | 5,000,000 | | 0.230%, 6/23/2010 | | | 4,998,307 |
| | 3,000,000 | | 0.240%, 6/25/2010 | | | 2,998,900 |
| | 7,500,000 | | 0.240%, 6/28/2010 | | | 7,497,100 |
| | | Thunder Bay Funding, LLC | | | |
| | 6,300,000 | | 0.240%, 5/7/2010b | | | 6,299,748 |
| | 6,500,000 | | 0.210%, 5/11/2010b | | | 6,499,621 |
| | 6,500,000 | | 0.210%, 5/14/2010b | | | 6,499,507 |
| | 6,700,000 | | 0.240%, 5/17/2010b | | | 6,699,285 |
| | | | | | |
| | | Total Finance | | | 246,388,415 |
| | | | | | |
|
| U.S. Government and Agencies (5.9%) |
| | | Federal Agricultural Mortgage Corporation | | | |
| | 4,200,000 | | 0.180%, 5/5/2010 | | | 4,199,916 |
| | | Federal Home Loan Mortgage Corporation Discount Notes | | | |
| | 10,501,000 | | 0.172%, 6/25/2010 | | | 10,498,234 |
| | 7,000,000 | | 0.180%, 7/9/2010 | | | 6,997,585 |
| | 10,000,000 | | 0.180%, 7/12/2010 | | | 9,996,400 |
| | 12,359,000 | | 0.185%, 7/26/2010 | | | 12,353,538 |
| | | Federal National Mortgage Association Discount Notes | | | |
| | 9,300,000 | | 0.185%, 7/21/2010 | | | 9,296,129 |
| | | | | | |
| | | Total U.S. Government and Agencies | | | 53,341,802 |
| | | | | | |
| |
| U.S. Municipals (1.1%) | | | |
| | | Alaska Housing Finance Corporation | | | |
| | 3,211,000 | | 0.250%, 5/12/2010 | | | 3,210,755 |
| | 6,500,000 | | 0.320%, 6/10/2010 | | | 6,497,689 |
| | | | | | |
| | | Total U.S. Municipals | | | 9,708,444 |
| | | | | | |
| | | Total Commercial Paper | | | 617,071,008 |
| | | | | | |
| | |
Shares | | Other Mutual Funds (3.5%) | | Value |
| | 13,630,000 | | AIM Investments Institutional | | | |
| | | Government and Agency Portfolio | | | 13,630,000 |
| | 2,000 | | Barclays Prime Money Market Fund | | | 2,000 |
| | 2,806,000 | | DWS Money Market Series | | | 2,806,000 |
| | 14,701,000 | | Morgan Stanley Institutional Liquidity Funds | | | 14,701,000 |
| | | | | | |
| | | Total Other Mutual Funds | | | 31,139,000 |
| | | | | | |
| | |
Principal
Amount | | Variable Rate Notes (27.8%)a | | Value |
| Banking-Domestic (3.6%) | | | |
| | | American Express Bank, FSB | | | |
| | 10,000,000 | | 1.100%, 5/10/2010b,c | | | 10,054,892 |
| | | Bank of America NA | | | |
| | 12,200,000 | | 0.287%, 6/14/2010b,c | | | 12,204,965 |
| | 10,000,000 | | 0.458%, 6/23/2010b,c | | | 10,006,609 |
| | | | | | |
| | | Total Banking-Domestic | | | 32,266,466 |
| | | | | | |
| | | | | | | |
Principal Amount | | Variable Rate Notes (27.8%)a | | Value | |
| Banking-Foreign (1.4%) | | | | |
| | | Rabobank Nederland NV | | | | |
| $ | 7,000,000 | | 0.651%, 5/19/2010c,d | | $ | 7,001,658 | |
| | | Royal Bank of Canada | | | | |
| | 6,140,000 | | 0.272%, 6/8/2010c | | | 6,140,144 | |
| | | | | | | |
| | | Total Banking-Foreign | | | 13,141,802 | |
| | | | | | | |
|
| U.S. Government and Agencies (19.3%) | |
| | | Federal Home Loan Banks | | | | |
| | 30,000,000 | | 0.189%, 5/2/2010c | | | 29,969,649 | |
| | 25,000,000 | | 0.330%, 5/3/2010c | | | 25,000,000 | |
| | 20,000,000 | | 0.360%, 5/3/2010c | | | 20,000,000 | |
| | 30,000,000 | | 0.360%, 5/3/2010c | | | 30,000,000 | |
| | 10,000,000 | | 0.145%, 7/9/2010c | | | 9,999,860 | |
| | 6,400,000 | | 0.261%, 7/27/2010c | | | 6,400,000 | |
| | | Federal Home Loan Mortgage Corporation | | | | |
| | 10,780,000 | | 0.216%, 5/19/2010c | | | 10,772,375 | |
| | 10,000,000 | | 0.232%, 5/24/2010c | | | 10,000,000 | |
| | 10,000,000 | | 0.252%, 6/24/2010c | | | 10,000,000 | |
| | | Federal National Mortgage Association | | | | |
| | 6,500,000 | | 0.216%, 5/19/2010c | | | 6,496,035 | |
| | | Overseas Private Investment Corporation | | | | |
| | 4,827,586 | | 0.220%, 5/5/2010b,c | | | 4,827,586 | |
| | 9,824,561 | | 0.220%, 5/5/2010b,c | | | 9,824,561 | |
| | | | | | | |
| | | Total U.S. Government and Agencies | | | 173,290,066 | |
| | | | | | | |
|
| U.S. Municipals (3.5%) | |
| | | Denver, Colorado Airport System Revenue Bonds | | | | |
| | 8,000,000 | | 0.260%, 5/5/2010b,c | | | 8,000,000 | |
| | | Oregon Health and Science University Revenue Bonds | | | | |
| | 5,715,000 | | 0.270%, 5/7/2010b,c | | | 5,715,000 | |
| | | Wisconsin Health and Educational Facilities Authority Revenue Bonds (Fort Healthcare, Inc.) | | | | |
| | 17,520,000 | | 0.300%, 5/3/2010b,c | | | 17,520,000 | |
| | | | | | | |
| | | Total U.S. Municipals | | | 31,235,000 | |
| | | | | | | |
| | | Total Variable Rate Notes | | | 249,933,334 | |
| | | | | | | |
| | | Total Investments (at amortized cost) 100.0% | | $ | 898,143,342 | |
| | | | | | | |
| | | Other Assets and Liabilities, Net (<0.1%) | | | (26,671 | ) |
| | | | | | | |
| | | Total Net Assets 100.0% | | $ | 898,116,671 | |
| | | | | | | |
| a | The interest rate shown reflects the yield, coupon rate or, for securities purchased at a discount, the discount rate at the date of purchase. |
| b | Denotes investments that benefit from credit enhancement or liquidity support provided by a third party bank or institution. |
| c | Denotes variable rate obligations for which the current coupon rate and next scheduled reset date are shown. |
|
| The accompanying Notes to Financial Statements are an integral part of this schedule. |
Thrivent Financial Securities Lending Trust
Schedule of Investments as of April 30, 2010
(unaudited)
| d | Denotes securities sold under Rule 144A of the Securities Act of 1933, which exempts them from registration. These securities have been deemed liquid and may be resold to other dealers in the program or to other qualified institutional buyers. As of April 30, 2010, the value of these investments was $7,001,658 or 0.8% of total net assets. |
Cost for federal income tax purposes $ 898,143,342
Fair Valuation Measurements
The following table is a summary of the inputs used, as of April 30, 2010, in valuing Securities Lending Trust’s assets carried at fair value or amortized cost, which approximates fair value, as discussed in the Notes to Financial Statements.
| | | | | | | | | | | | |
Security Type and Industry | | Total | | Level 1 | | Level 2 | | Level 3 |
Commercial Paper | | | | | | | | | | | | |
Banking-Domestic | | | 90,056,166 | | | – | | | 90,056,166 | | | – |
Banking-Foreign | | | 65,578,187 | | | – | | | 65,578,187 | | | – |
Brokerage | | | 28,976,641 | | | – | | | 28,976,641 | | | – |
Consumer Cyclical | | | 55,434,365 | | | – | | | 55,434,365 | | | – |
Consumer Non-Cyclical | | | 51,088,673 | | | – | | | 51,088,673 | | | – |
Energy | | | 16,498,315 | | | – | | | 16,498,315 | | | – |
Finance | | | 246,388,415 | | | – | | | 246,388,415 | | | – |
U.S. Government and Agencies | | | 53,341,802 | | | – | | | 53,341,802 | | | – |
U.S. Municipals | | | 9,708,444 | | | – | | | 9,708,444 | | | – |
Other Mutual Funds | | | 31,139,000 | | | 31,139,000 | | | – | | | – |
| | | | |
Variable Rate Notes | | | | | | | | | | | | |
Banking-Domestic | | | 32,266,466 | | | – | | | 32,266,466 | | | – |
Banking-Foreign | | | 13,141,802 | | | – | | | 13,141,802 | | | – |
U.S. Government and Agencies | | | 173,290,066 | | | – | | | 173,290,066 | | | – |
U.S. Municipals | | | 31,235,000 | | | – | | | 31,235,000 | | | – |
| | | | | | | | | | | | |
Total | | $ | 898,143,342 | | $ | 31,139,000 | | $ | 867,004,342 | | $ | – |
| | | | | | | | | | | | |
The accompanying Notes to Financial Statements are an integral part of this schedule.
5
Thrivent Financial Securities Lending Trust
Statement of Assets and Liabilities
| | | | |
As of April 30, 2010 (unaudited) | | Securities
Lending Trust | |
| |
Assets | | | | |
Investments at cost | | $ | 898,143,342 | |
Investments in securities at market value | | | 898,143,342 | |
Investments at Market Value | | | 898,143,342 | a |
Cash | | | 8,237 | |
Dividends and interest receivable | | | 115,863 | |
Prepaid expenses | | | 7,484 | |
Total Assets | | | 898,274,926 | |
| |
Liabilities | | | | |
Distributions payable | | | 111,072 | |
Accrued expenses | | | 27,162 | |
Payable to affiliate | | | 20,021 | |
Total Liabilities | | | 158,255 | |
| |
Net Assets | | | | |
Capital stock (beneficial interest) | | | 898,114,962 | |
Accumulated undistributed net realized gain/(loss) | | | 1,709 | |
Total Net Assets | | $ | 898,116,671 | |
Shares of beneficial interest outstanding | | | 898,114,962 | |
Net asset value per share | | $ | 1.00 | |
| a | Securities held by this fund are valued on the basis of amortized cost, which approximates market value. |
The accompanying Notes to Financial Statements are an integral part of this schedule.
6
Thrivent Financial Securities Lending Trust
Statement of Operations
| | | | |
For the six months ended April 30, 2010 (unaudited) | | Securities
Lending
Trust | |
Investment Income | | | | |
Dividends | | $ | 34,367 | |
Interest | | | 706,124 | |
Total Investment Income | | | 740,491 | |
| |
Expenses | | | | |
Adviser fees | | | 150,562 | |
Administrative service fees | | | 44,760 | |
Audit and legal fees | | | 13,852 | |
Custody fees | | | 16,855 | |
Insurance expenses | | | 7,493 | |
Printing and postage expenses | | | 4,381 | |
Transfer agent fees | | | 20,693 | |
Trustees’ fees | | | 2,647 | |
Other expenses | | | 7,952 | |
Total Expenses Before Reimbursement | | | 269,195 | |
| |
Less: | | | | |
Reimbursement from adviser | | | (101,596 | ) |
Custody earnings credit | | | (1 | ) |
Total Net Expenses | | | 167,598 | |
Net Investment Income/(Loss) | | | 572,893 | |
Realized and Unrealized Gains/(Losses) | | | | |
Net realized gains/(losses) on: | | | | |
Investments | | | 1,709 | |
Net Realized and Unrealized Gains/(Losses) | | | 1,709 | |
| |
Net Increase/(Decrease) in Net Assets Resulting From Operations | | $ | 574,602 | |
The accompanying Notes to Financial Statements are an integral part of this schedule.
7
Thrivent Financial Securities Lending Trust
Statement of Changes in Net Assets
| | | | | | | | |
| | | Securities Lending Trust | |
For the periods ended | | 4/30/2010
(unaudited) | | | 10/31/2009 | |
Operations | | | | | | | | |
Net investment income/(loss) | | $ | 572,893 | | | $ | 12,539,788 | |
Net realized gains/(losses) | | | 1,709 | | | | 50,411 | |
Net Change in Net Assets Resulting From Operations | | | 574,602 | | | | 12,590,199 | |
Distributions to Shareholders | | | | | | | | |
From net investment income | | | (572,893 | ) | | | (12,539,788 | ) |
From net realized gains | | | (50,410 | ) | | | (78,524 | ) |
Total Distributions to Shareholders | | | (623,303 | ) | | | (12,618,312 | ) |
| | |
Capital Stock Transactions | | | | | | | | |
Sold | | | 3,302,263,510 | | | | 8,420,471,780 | |
Redeemed | | | (3,150,794,988 | ) | | | (10,135,645,565 | ) |
Capital Stock Transactions | | | 151,468,522 | | | | (1,715,173,785 | ) |
| | |
Net Increase/(Decrease) in Net Assets | | | 151,419,821 | | | | (1,715,201,898 | ) |
Net Assets, Beginning of Period | | | 746,696,850 | | | | 2,461,898,748 | |
Net Assets, End of Period | | $ | 898,116,671 | | | $ | 746,696,850 | |
Accumulated undistributed net investment income/(loss) | | $ | – | | | $ | – | |
| | |
Capital Stock Share Transactions | | | | | | | | |
Sold | | | 3,302,263,510 | | | | 8,420,471,780 | |
Redeemed | | | (3,150,794,988) | | | | (10,135,645,565 | ) |
| | | | | | | | |
Total Capital Stock Share Transactions | | | 151,468,522 | | | | (1,715,173,785 | ) |
| | | | | | | | |
The accompanying Notes to Financial Statements are an integral part of this schedule.
8
Thrivent Financial Securities Lending Trust
Notes to Financial Statements
As of April 30, 2010
(unaudited)
(1) ORGANIZATION
Thrivent Financial Securities Lending Trust (the “Trust”) was organized as a Massachusetts Business Trust on August 4, 2004 and is registered as an open-end management investment company under the Investment Company Act of 1940. The Trust commenced operations on September 16, 2004. All transactions in the Trust are with affiliates of the Trust.
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with vendors and others that provide general damage clauses. The Trust’s maximum exposure under these contracts is unknown, as this would involve future claims that may be made against the Trust. However, based on experience, the Trust expects the risk of loss to be remote.
(2) SIGNIFICANT ACCOUNTING POLICIES
(A) Valuation of Investments – Securities are valued on the basis of amortized cost (which approximates value), whereby a portfolio security is valued at its cost initially, and thereafter valued to reflect a constant amortization to maturity of any discount or premium. The Trust’s investment adviser, Thrivent Financial for Lutherans (“Thrivent Financial” or the “Adviser”), follows procedures necessary to maintain a constant net asset value of per share.
Financial Accounting Standards Board (FASB) guidelines require increased fair value disclosure intended to improve the consistency and comparability of fair value measurements used in financial reporting. The guidelines define fair value, establish a framework for measuring fair value under U.S. generally accepted accounting principles (“GAAP”) and expand disclosures about fair value requirements. Various inputs are summarized in three broad levels: Level 1 includes quoted prices in active markets for identical securities; Level 2 includes other significant observable inputs such as quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and Level 3 includes significant unobservable inputs such as the Adviser’s own assumptions and broker evaluations in determining the fair value of investments.
(B) Federal Income Taxes – The Trust intends to comply with the requirements of the Internal Revenue Code which are applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. The Trust, accordingly, anticipates paying no Federal income taxes and no Federal income tax provision was recorded.
GAAP requires management of the Trust to make additional tax disclosures with respect to the tax effects of certain income tax positions, whether those positions were
taken on previously filed tax returns or are expected to be taken on future returns. These positions must meet a “more likely than not” standard that, based on the technical merits of the position, would have a greater than 50 percent likelihood of being sustained upon examination. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, management of the Trust must presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information.
Management of the Trust analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions. Open tax years are those that are open for examination by taxing authorities. Major jurisdictions for the Trust include U.S. Federal, Minnesota, Wisconsin, and Massachusetts as well as certain foreign countries. As of April 30, 2010, open U.S. Federal, Minnesota, Wisconsin, and Massachusetts tax years include the tax years ended October 31, 2006, through 2009. Additionally, as of April 30, 2010, the tax year ended October 31, 2005, is open for Wisconsin. The Trust has no examinations in progress and none are expected at this time.
As of April 30, 2010, management of the Trust has reviewed all open tax years and major jurisdictions and concluded that there is no effect to the Trust’s tax liability, financial position or results of operations. There is no tax liability resulting from unrecognized tax benefits related to uncertain income tax positions taken or expected to be taken in future tax returns. The Trust is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
(C) Custody Earnings Credit – The Trust has a deposit arrangement with the custodian whereby interest earned on uninvested cash balances is used to pay a portion of custodian fees. This deposit arrangement is an alternative to overnight investments.
(D) Distributions to Shareholders – Net investment income is distributed to each shareholder as a dividend. Dividends from the Trust are declared daily and distributed monthly. Net realized gains from securities transactions, if any, are distributed at least annually after the close of the fiscal year.
(E) Repurchase Agreements – The Trust 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 Trust 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 Trust could incur a loss due to a drop in the market value of the security during the time it takes the Trust to either sell the
9
Thrivent Financial Securities Lending Trust
Notes to Financial Statements
As of April 30, 2010
(unaudited)
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 legal action. The Trust may only enter into repurchase agreements with banks and other recognized financial institutions such as broker/dealers that are found by the Adviser to be creditworthy. During the six months ended April 30, 2010, the Trust engaged in this type of investment.
(F) Accounting Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates.
(G) Other – For financial statement purposes, investment security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. Discount and premium are amortized over the life of the respective securities on the interest method. Realized gains or losses on sales are determined on a specific cost identification basis. GAAP requires permanent financial reporting and tax differences to be reclassified to trust capital. No reclassifications were necessary at April 30, 2010.
(3) FEES AND COMPENSATION PAID TO AFFILIATES
(A) Investment Advisory Fees – The Trust pays Thrivent Financial a fee for its advisory services. The annual rate of fees under the Investment Advisory Agreement is calculated at 0.045% of the average daily net assets of the Trust.
The Adviser has agreed to voluntarily reimburse the Trust for all expenses in excess of 0.05% of average daily net assets. This voluntary expense reimbursement may be discontinued at any time.
(B) Other Fees – The Trust has entered into an administration and accounting services agreement with Thrivent Financial pursuant to which Thrivent Financial provides certain administrative and accounting personnel and services. For the six months ended April 30, 2010, Thrivent Financial received aggregate fees for administrative and accounting personnel and services of $45,000 from the Trust.
Each Trustee who is not affiliated with the Adviser receives an annual fee from the Trust for services as a Trustee and is eligible to participate in a deferred compensation plan with respect to these fees. Each participant’s deferred compensation account will increase or decrease as if it were invested in shares of a particular series of Thrivent Mutual Funds.
Trustees not participating in the above plan received $1,743 in fees from the Trust for the six months ended April 30, 2010. No remuneration has been paid by the Trust to any of the officers or affiliated Trustees of the Trust. In addition, the Trust reimbursed unaffiliated Trustees for reasonable expenses incurred in relation to attendance at the meetings.
(C) Indirect Expenses – The Trust may invest in other mutual funds. Fees and expenses of those underlying funds are not included in the Trust’s expense ratio. The Trust indirectly bears its proportionate share of the annualized weighted average expense ratio for the underlying funds in which it invests.
(4) FEDERAL INCOME TAX INFORMATION
Distributions are based on amounts calculated in accordance with the applicable federal income tax regulations, which may differ from GAAP. To the extent that these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassifications. At fiscal year-end, the character and amount of distributions, on a tax basis, and components of distributable earnings, are finalized. Therefore, as of April 30, 2010, the tax-basis balance has not been determined.
(5) SUBSEQUENT EVENTS
Management of the Funds has evaluated the impact of subsequent events through June 18, 2010, the date the financial statements were issued, and, except as already included in the Notes to Financial Statements, has determined that no additional items require disclosure.
10
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11
Thrivent Financial Securities Lending Trust
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD*
| | | | | | | | | | | | | | | | | | | |
| | | | | Income from Investment Operations | | Less Distributions
From |
| | | Net Asset
Value,
Beginning of
Period | | Net
Investment
Income/
(Loss) | | Net Realized
and Unrealized
Gain/(Loss) on
Investments(a) | | Total from
Investment
Operations | | Net
Investment
Income | | | Net Realized
Gain on
Investments |
SECURITIES LENDING TRUST | | | | | | | | | | | | | | | | | | | |
Period Ended 4/30/2010 (unaudited) | | $ | 1.00 | | $ | – | | $ | – | | $ | – | | $ | – | | | $ | – |
Year Ended 10/31/2009 | | | 1.00 | | | 0.01 | | | – | | | 0.01 | | | (0.01 | ) | | | – |
Year Ended 10/31/2008 | | | 1.00 | | | 0.03 | | | – | | | 0.03 | | | (0.03 | ) | | | – |
Year Ended 10/31/2007 | | | 1.00 | | | 0.05 | | | – | | | 0.05 | | | (0.05 | ) | | | – |
Year Ended 10/31/2006 | | | 1.00 | | | 0.05 | | | – | | | 0.05 | | | (0.05 | ) | | | – |
Year Ended 10/31/2005 | | | 1.00 | | | 0.03 | | | – | | | 0.03 | | | (0.03 | ) | | | – |
| (a) | The amount shown may not correlate with the change in aggregate gains and losses of portfolio securities due to the timing of sales and redemptions of fund shares. |
| * | All per share amounts have been rounded to the nearest cent. |
The accompanying Notes to Financial Statements are an integral part of this schedule.
12
Thrivent Financial Securities Lending Trust
Financial Highlights—continued
RATIOS / SUPPLEMENTAL DATA
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Ratio to Average Net
Assets** | | | Ratios to Average Net Assets
Before Expenses Waived,
Credited or Paid Indirectly** | | | |
Total
Distributions | | | Net Asset
Value, End
of Period | | Total
Return(b) | | | Net Assets,
End of Period
(in millions) | | Expenses | | | Net Investment
Income/(Loss) | | | Expenses | | | Net Investment
Income/(Loss) | | | Portfolio
Turnover
Rate |
| $ | – | | | $ | 1.00 | | 0.09 | % | | $ | 898.1 | | 0.05 | % | | 0.17 | % | | 0.08 | % | | 0.14 | % | | N/A |
| | (0.01 | ) | | | 1.00 | | 0.76 | % | | | 746.7 | | 0.05 | % | | 0.92 | % | | 0.06 | % | | 0.91 | % | | N/A |
| | (0.03 | ) | | | 1.00 | | 3.38 | % | | | 2,461.9 | | 0.05 | % | | 3.36 | % | | 0.05 | % | | 3.36 | % | | N/A |
| | (0.05 | ) | | | 1.00 | | 5.46 | % | | | 5,051.1 | | 0.05 | % | | 5.33 | % | | 0.05 | % | | 5.33 | % | | N/A |
| | (0.05 | ) | | | 1.00 | | 4.93 | % | | | 4,121.0 | | 0.05 | % | | 4.82 | % | | 0.05 | % | | 4.82 | % | | N/A |
| | (0.03 | ) | | | 1.00 | | 2.91 | % | | | 3,864.6 | | 0.05 | % | | 2.89 | % | | 0.05 | % | | 2.89 | % | | N/A |
| (b) | Total investment return assumes dividend reinvestment and does not reflect any deduction for sales charges. Not annualized for periods less than one year. |
| ** | Computed on an annualized basis for periods less than one year. |
The accompanying Notes to Financial Statements are an integral part of this schedule.
13
Additional Information
(unaudited)
PROXY VOTING
The policies and procedures that the Trust uses to determine how to vote proxies relating to portfolio securities are attached to the Trust’s Statement of Additional Information. You may request a free copy of the Statement of Additional Information or the report of how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 by calling 1-800-847-4836. You also may review the Statement of Additional Information or the report of how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 at www.sec.gov.
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS
The Trust files its Schedule of Portfolio Holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. You may request a free copy of the Trust’s Forms N-Q by calling 1-800-847-4836. The Trust’s Forms N-Q also are available at www.sec.gov. You also may review and copy the Forms N-Q for the Trust at the SEC’s Public Reference Room in Washington, DC. You may get information about the operation of the Public Reference Room by calling 1-800-SEC-0330.
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
Both the Investment Company Act of 1940 and the terms of the investment advisory agreement of the Trust require that the agreement be approved annually by a majority of the Board of Trustees, including a majority of the Independent Trustees. At its meeting on November 10, 2009, the Board of Trustees of the Trust voted unanimously to renew the existing investment advisory agreement between the Trust and Thrivent Financial for Lutherans (the “Adviser”). In connection with its evaluation of the investment advisory agreement with the Adviser, the Board considered, among other things, the nature, extent and quality of the services provided by the Adviser; the performance of the Thrivent family of funds; and the costs of services provided and profits realized by the Adviser.
In connection with the renewal process, the Contracts Committee of the Board (consisting of each of the Independent Trustees) met on July 8, August 25 and November 10, 2009 to consider information relevant to the renewal process. The Independent Trustees also retained the services of Management Practice, Inc. (“MPI”) as an independent consultant to assist them in the compilation, organization and evaluation of relevant information. This information included statistical comparisons of the advisory fees and total net operating expenses of the Trust in comparison to a peer group median of comparable investment companies; information prepared by management with respect to the cost of services provided to the Trust and fees charged, including the advisory fee rate charged by the Adviser; profit realized by the Adviser and administrator to the Trust; information regarding the types of services furnished to the Trust and the personnel providing the services; and changes in the ownership of the securities lending agent. In addition to reviewing the information presented to the Board during the contract renewal process and throughout the year, the Board also considered knowledge gained from discussions with management.
The Independent Trustees were represented by independent counsel throughout the review process and during executive sessions without management present to consider reapproval of the agreement. The Trustees also received a memorandum from independent counsel summarizing their responsibilities under the Investment Company Act of 1940 in reviewing and approving the investment advisory agreement. The Independent Trustees relied on their own business judgment in determining the weight to be given to each factor considered in evaluating the materials that were presented to them. The Contract Committee’s and Board’s review and conclusions were based on comprehensive consideration of all information presented to the Board and were not the result of any single controlling factor. The key factors considered and the conclusions reached are described below.
At each of the Board’s regular quarterly meetings during 2009, management presented information describing the services furnished to the Thrivent family of funds, including the Trust, by the Adviser. During these meetings, management reported on the investment management, securities lending activity, profits realized by the Adviser and Administrator, and compliance functions provided to the Trust pursuant to its advisory agreement. During the renewal process, the Board considered the specific services provided under the investment advisory agreement and the securities lending agreement.
The Board received reports at each of its quarterly meetings from the Adviser’s Director of Fixed Income Investments, as supplemented by the Adviser’s Chief Investment Officer. In addition, the Board had, over the past year, met with representatives of the Adviser, which gave the Board an opportunity to evaluate management’s abilities, experience, and the quality of services provided to the Trust. Information was also presented to the Board describing the portfolio compliance functions performed by the Adviser. The Independent Trustees also received quarterly reports from the funds’ Chief Compliance Officer.
14
Additional Information
(unaudited)
The Adviser also reviewed with the Board the Adviser’s ongoing program to enhance portfolio management capabilities, including recruitment and, in light of the economic downturn, retention of research analysts and other personnel, and investment in technology systems and applications to improve investment research, trading, portfolio compliance, and investment reporting functions. The Board viewed these actions as a positive factor in approving the investment advisory agreement as they demonstrated the Adviser’s commitment to provide the Trust with quality service. The Board concluded that, within the context of its full deliberations, the nature, extent and quality of the investment advisory services provided to the Trust by the Adviser supported renewal of the advisory agreement.
In connection with its review of the investment advisory agreement, the Board noted that, as a money market fund, the Trust’s performance was impacted by various factors, including the diminishing-yield environment generally experienced by money market funds.
The Board also considered the advisory fee rate charged to the Trust and the profitability of the Adviser and administrator to the Trust. The Board noted that the Adviser’s profit margin was lower compared to the previous year. The Board received MPI data relating to the Trust’s advisory fee and expense ratio as compared to a peer group and observed that both the fee and expense ratio were below the median of its peer group (in top 4% on both counts). From its review of the MPI data and expense and profit information provided by the Adviser, the Board concluded that the profits earned by the Adviser from the investment advisory agreement were reasonable. On the basis its review, the Board concluded that the advisory fee rate charged to the Trust for investment management services was reasonable.
The Trustees also considered information regarding the extent to which economies of scale might be realized as a fund’s assets increase and whether the fee levels reflect these economies of scale for the benefit of shareholders. The Trustees also considered management’s view that it is difficult to generalize as to whether or to what extent economies in the advisory function may be realized as a fund’s assets increase. The Board did note that expected economies of scale, where they exist, may be shared through the use of fee breakpoints, waivers by the Adviser, and/or a lower overall fee rate. The Trustees considered information provided by the Adviser related to the fee rate in the investment advisory agreement for the Trust. The Board determined that the fee rate was acceptable even though the Adviser did not offer breakpoints or contractual waivers.
Based on the factors discussed above, the Contracts Committee unanimously recommended approval of the investment advisory agreement, and the Board, including all of the Independent Trustees voting separately, approved the agreement.
15
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16
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17
This report is submitted for the information of shareholders of
Thrivent Financial Securities Lending Trust. It is not authorized
for distribution to prospective investors unless preceded or
accompanied by the current prospectus for Thrivent Financial
Securities Lending Trust, which contains more complete
information about the Trust, including investment policies, risks
and expenses.
Not applicable to semiannual report
| Item 3. | Audit Committee Financial Expert |
Not applicable to semiannual report
| Item 4. | Principal Accountant Fees and Services |
Not applicable to semiannual report
| Item 5. | Audit Committee of Listed Registrants |
Not applicable.
(a) Registrant’s Schedule of Investments is included in the report to shareholders filed under Item 1.
(b) Not applicable to this filing.
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies |
Not applicable.
| Item 8. | Portfolio Managers of Closed-End Management Investment Companies |
Not applicable.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
| 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.
| Item 11. | Controls and Procedures |
(a)(i) Registrant’s President and Treasurer 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.
(a)(ii) Registrant’s President and Treasurer are aware of no change 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 registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, registrant’s internal control over financial reporting.
Certifications pursuant to Rules 30a-2(a) and 30a-2(b) under the Investment Company Act of 1940 are attached hereto.
SIGNATURES
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: June 28, 2010 | | | | THRIVENT FINANCIAL SECURITIES LENDING TRUST |
| | | | |
| | | | | | By: | | /S/ RUSSELL W. SWANSEN |
| | | | | | | | Russell W. Swansen President |
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: June 28, 2010 | | | | By: | | /S/ RUSSELL W. SWANSEN |
| | | | | | | | Russell W. Swansen President |
| | | |
| Date: June 28, 2010 | | | | By: | | /S/ GERARD V. VAILLANCOURT |
| | | | | | | | Gerard V. Vaillancourt Treasurer |
