AGENCY SECURITIES LENDING AGREEMENT

Exhibit (h)(12)

FINAL VERSION – Non-ERISA

AGENCY SECURITIES LENDING AGREEMENT

THIS AGENCY SECURITIES LENDING AGREEMENT (the “Agency Agreement”) is entered into on the 27th day of April, 2007 between:

(1) DRESDNER BANK AG, NEW YORK BRANCH (“the Bank”)

and

(2) THRIVENT MUTUAL FUNDS and THRIVENT SERIES FUND, INC., 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx XX 00000, on behalf of their respective series as listed on Exhibit A, severally and not jointly (collectively, the “Trust”).

This Agency Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between the Bank and each of the series of the Trust as listed on Exhibit A (each a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no Fund shall be responsible or liable for any of the obligations of any other Fund under this Agency Agreement or otherwise, notwithstanding anything to the contrary contained herein.

WHEREAS:

A. Each Fund wishes the Bank, as its agent and on its behalf, to sell, lend or otherwise transfer Securities to various Counterparties under the terms of repurchase agreements, securities lending agreements or such other documentation as may be appropriate against the transfer of Collateral or payment of cash subject to an obligation of the relevant Counterparty to sell or otherwise transfer to the Fund Equivalent Securities at a certain date or on demand (provided, however, that provisions of this Agency Agreement that purport to authorize the Bank to sell securities or enter into repurchase agreements on a Fund’s behalf relate solely to the investment of cash Collateral);

B. Each Fund further wishes the Bank to invest cash Collateral in Investments; and

C. The Bank has agreed to do so on the terms and conditions set forth below.

NOW THEREFORE, in consideration of the mutual covenants, representations, terms and conditions contained herein, the Bank and each Fund agree as follows:

1. DEFINITIONS

The following terms, as used herein, shall have the following meanings:

“Agent”		means the Bank acting in its capacity as the duly appointed agent of a Fund pursuant to this Agency Agreement.
“Bank Affiliate”		means any office or branch of the Bank and any other entity that directly, or indirectly through one or more intermediaries, controls the Bank or that is controlled by or is under common control with the Bank.
“Business Day”		means any day on which (i) transfers are made by the Clearance System through which Fund Securities subject to Transactions

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		are transferred; and (ii) transfers are made by the Clearance System through which the Collateral relating to Transactions is transferred; and (iii) the relevant branches of the Bank and the Funds’ custodian bank are open for business.
“Clearance System”		means the relevant payment and/or securities settlement system in respect of cash and Fund Securities that are transferred pursuant to Transactions and the transfer of Collateral.
“Collateral”		means the types of collateral set forth in Exhibit C.
		For the purposes of this Agency Agreement, any Securities received by the Bank as Agent pursuant to Reverse Transactions shall be deemed to be Collateral.
“Counterparty”		means any entity approved by the Trust and identified in Exhibit B hereto, as such Exhibit may be amended or supplemented from time to time by delivery to the Trust from the Bank of an executed, amended or supplemented Exhibit B, other than an entity deleted from such Exhibit B pursuant to written, e-mailed or faxed instructions from the Trust. For the avoidance of doubt, the Bank and Bank Affiliates may be Counterparties, to which the Trust expressly consents and confirms its acceptance.
“Counterparty Affiliate”		means any office or branch of a Counterparty and any other entity that directly, or indirectly, controls, is controlled by or is under common control with a Counterparty.
“Counterparty Agreements”		means such repurchase agreement, securities lending agreement or other agreement between a Fund and any Counterparty, the terms and conditions of which shall govern Transactions, negotiated by the Bank (as Agent on behalf of the Fund) in its sole discretion, pursuant to Clause 2 hereof.
“Distributions”		means all interest payments, stock or cash dividends or other distributions, rights or warrants made in respect of the Transferred Securities during the term of any Transaction.
“Equivalent Securities”		means Transferred Securities or Securities of the same issuer, issue, class and quantity as Transferred Securities (or equivalent thereof in the event of a reorganisation, recapitalisation or merger of the issuer of the Transferred Securities).
“Federal Funds Open Rate”		means the rate set forth on the Garban Intercapital Federal Funds Rate Open Page on Bloomberg (FEDSOPEN Index Go).
“Fund’s Account(s)”		means a Fund’s account(s) set forth in Exhibit A.
“Fund Affiliate”		means any entity that directly, or indirectly through one or more intermediaries, controls a Fund or that is controlled by or is under common control with such Fund.
“Fund Obligations”		means: (a) the execution, delivery and performance of this Agency Agreement by a Fund; (b) the entering into and performance of the obligations arising under any Transaction or under the applicable Counterparty Agreement and (c) the entering into and performance of the obligations arising under any Investment entered into or made hereunder or under the applicable Counterparty Agreement.

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“Fund Securities”		means Securities which are, from time to time, contained in a Fund’s Account(s) and which are available for Lending Transactions pursuant to this Agency Agreement.
“Indemnity Proceeds”		means any amount paid by the Bank to a Fund pursuant to its indemnity set out in Clause 13.
“Insolvency Default”		means, under the terms of any Counterparty Agreement, any of the following:
		a)		any Counterparty makes a general assignment for the benefit of, or enters into a re-organisation, arrangement, or composition with creditors; or
		b)		any Counterparty admits in writing its inability to pay its debts as they become due; or
		c)		if there is a presentation or filing of a petition in respect of a Counterparty (other than by a Fund in respect of any obligation under this Agency Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or other insolvency of that Counterparty (or any analogous proceeding) or seeking any re-organisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition (except in the case of a petition for winding-up or any analogous proceeding) not having been stayed or dismissed within 30 days of its filing; or
		d)		any Counterparty seeks, consents to or acquiesces in the appointment of a receiver, administrator, liquidator, trustee or analogous officer of it or any material part of its property; or
		e)		a receiver, administrator, liquidator, trustee or analogous officer of such party is appointed over all or any material part of the property of a Counterparty.
“Investments”		means:
		i)		the purchase of Securities, instruments and other investments, including investments in Thrivent Financial Securities Lending Trust; and
		ii)		the entry into of other financial contracts using cash Collateral;
		in each case as determined by the Agent in accordance with the Investment Guidelines contained in Exhibit D.
“Lending Transactions”		means transactions entered into between a Fund (through the agency of the Bank) and a Counterparty under the terms of a Counterparty Agreement whereunder the Fund lends, sells or otherwise transfers Fund Securities to such Counterparty and the Counterparty transfers Collateral or pays cash to the Bank as Agent subject to an obligation of such Counterparty to redeliver or resell Equivalent Securities to the Fund and for the Fund to transfer back Collateral or pay cash to the Counterparty.

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“Liquidation Proceeds”		means in the case of Lending Transactions where Collateral has been provided, the amount of any cash Collateral delivered by the Counterparty to the Bank, acting on behalf of a Fund or, in the case of Collateral consisting of Securities, the Market Value of such Securities on the date that the Bank takes action with respect to such Collateral under Clause 12. Because cash Collateral may be invested in Thrivent Securities Lending Trust, such Liquidation Proceeds may be in whole or in part in the possession or control of the Bank or such Fund Affiliate at any given time.
“Market Value”		means, the value of any relevant cash or Securities as determined by the Bank acting in good faith and with reference to any relevant valuation provisions contained in any applicable Counterparty Agreement (and for the avoidance of doubt the Bank may rely upon the accuracy of any recognised pricing service in assessing Market Value).
“Realized Income”		shall have the meaning given in Clause 5.
“Recall Notice”		means written notice (which may be by facsimile) provided to the Bank by the Trust in accordance with the procedure set out in Clause 8.
“Recall Period”		has the meaning set forth in Clause 8.
“RFP”		means the Bank’s written response, dated November 15, 2006, to Thrivent Financial for Lutherans’ Request for Proposal in connection with its and the Funds securities lending activities.
“Reverse Transactions”		means transactions entered into between a Fund (through the agency of the Bank) and a Counterparty under the terms of a Counterparty Agreement whereunder the Counterparty sells or otherwise transfers Securities or other financial instruments to the Fund and the Fund transfers Securities or pays cash to the Counterparty subject to an obligation of the Fund to redeliver or resell Equivalent Securities to the Counterparty and for the Counterparty to transfer Securities or pay cash to the Fund.
“Securities”		means shares, stocks, bonds, debentures, notes, certificates of indebtedness, warrants or other securities or other financial instruments (whether represented by a certificate or by a book-entry on the records of the issuer or other entity responsible for recording such book-entries).
“Special Non-Business Day”		means any day that is a Business Day and on which the Trust and the Bank agree to limit Lending Transactions.
“Transaction”		means Lending Transactions and Reverse Transactions.
“Transfer”		means a transfer of Securities from a Fund to a Counterparty, or the transfer of Securities by a Counterparty to a Fund (in either case through the agency of the Bank) pursuant to the terms of the relevant Counterparty Agreement.
“Transferred Securities”		means Securities which are subject to a Transfer.

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2. APPOINTMENT OF AGENT, IDENTITY DISCLOSURE, APPROVED COUNTERPARTIES

2.01 Each Fund hereby authorises the Bank as follows:

2.01.01 to enter into Lending Transactions with Counterparties identified to and accepted by the Trust upon such terms as the Bank shall in its sole discretion decide, subject always to the terms hereof;

2.01.02 to enter into Investments in accordance with the Investments Guidelines set out in Exhibit D; and

2.01.03 notwithstanding the date of this Agency Agreement, the Bank shall not commence to carry out its duties hereunder until it is authorized in writing by the Trust to do so.

2.02 Each Fund hereby authorises and grants the Bank its power of attorney, to negotiate and execute (and where necessary take such steps, including the execution of any documentation, as it considers necessary where it is subrogated to the rights of the Fund pursuant to this Agency Agreement), as Agent, all and any Counterparty Agreements and to take all and any other actions necessary to enter into Lending Transactions or make Investments (including, without limitation, making required undertakings to regulatory and tax authorities having jurisdiction with respect to the Lending Transactions, Investments or Fund Securities).

2.03 The Bank shall be authorised to disclose a Fund’s identity to (i) the Counterparties, and (ii) issuers and entities with whom any contracts are entered into as Investments and (iii) regulatory and tax authorities having jurisdiction with respect to the Lending Transactions, Investments or Fund Securities.

2.04 The Bank shall only enter into Lending Transactions, on a Fund’s behalf, with Counterparties approved by the Trust. The initial list of Counterparties is set forth in Exhibit B, and the Trust represents and warrants that it has taken all steps necessary to authorise and approve the entering into of Lending Transactions with each such Counterparty in accordance with each Fund’s constitutional documents, internal procedures and applicable law. The Funds’ Securities Lending Policy, attached hereto as Exhibit G, is hereby incorporated by reference herein and made a part hereof.

2.05 [Intentionally Blank]

2.06 Each Fund acknowledges that the Bank acts as agent for other clients who may hold some of the same Securities as the Fund and accordingly, Lending Transactions with a Counterparty may be allocated or reallocated among several of the Bank’s clients, which may or may not include the Fund, at the sole discretion of the Bank. If a Lending Transaction is reallocated to or from a Fund, the Bank shall make appropriate adjustments to such Fund’s Account(s) and to the Collateral held on behalf of such Fund, to reflect such reallocation.

2.07 Lending Transactions and some types of Investments are often carried out in the over the counter market and not on an exchange. In such cases, the Bank will enter into Lending Transactions and Investments as Agent on behalf of a Fund, which are not subject to the rules or requirements of any stock or investment exchange.

2.08 The parties hereto agree that from time to time the Trust may designate a Special Non-Business Day with five days prior written notice to the Bank.

2.09 The Bank agrees to provide the Trust with direct access to its benchmarking consultants, including, but not limited to, to ASTEC Consulting Group and Data Explorers in order to facilitate benchmark reporting for the Funds.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUNDS

3.01 Each Fund represents, warrants and covenants that such Fund has and will have the legal right, power and authority to enter into and carry out all of its obligations in respect of

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Lending Transactions and Investments contemplated by this Agency Agreement and that this Agency Agreement and each Counterparty Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

3.02 Each Fund represents and warrants that such Fund Obligations:

3.02.01 are within the Fund’s corporate, trust or other constitutive powers;

3.02.02 have been duly authorised by all necessary corporate, trust or other appropriate action;

3.02.03 require no action by or in respect of, or filing with or approval of, any governmental body, agency, regulatory authority or official (including without limitation any exchange control approvals) that has not been respectively taken, filed or obtained; and

3.02.04 do not contravene, or constitute a default under, any provision of applicable law or regulation or of the organisational documents of the Fund or of any agreement, judgement, injunction, order, decree or other instrument binding upon the Fund.

Each Fund agrees to inform the Bank immediately if any of its representations and warranties set forth in this Clause ceases to be true and correct as of any date after the date hereof.

3.03 Each Fund hereby represents and warrants that it has: (a) taken its own professional advice and made its own determination with respect to and fully understands the nature and extent of the potential risk of loss (including those relating to legal, tax and accounting) of the Investments and the Lending Transactions envisaged by this Agency Agreement, and (b) the execution and performance of this Agency Agreement, the Counterparty Agreements, the Lending Transactions and the Investments are appropriate for such Fund taking into account its objectives, experience, financial and operational resources.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK

4.01 The Bank represents, warrants and covenants that it has and will have the legal right, power and authority to carry out its obligations under this Agency Agreement, and that the execution, delivery and performance of this Agency Agreement by the Bank:

4.01.01 are within the Bank’s corporate powers; and

4.01.02 have been duly authorised by all necessary corporate action under its constitutional documents.

4.02 The Bank hereby undertakes:

4.02.01 to account to the Funds and the Trust for all outstanding Lending Transactions pursuant to Clause 6; and

4.02.02 to take all steps available under the terms of the relevant Counterparty Agreement to maintain adequate Collateral; and

4.02.03 to comply with all of its responsibilities and obligations relating to Investments.

4.03 The Bank represents and warrants that the RFP fairly describes, in all material respects, the securities lending services to be provided to the Funds pursuant to this Agency Agreement and agrees to perform such services.

4.04 The Bank further represents, warrants and covenants that Investments shall be made by the Bank in compliance with the Funds’ Investment Guidelines as set forth in Exhibit D.

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5. FEES

5.01 In connection with each Transaction and each Investment hereunder the Bank shall calculate the Realized Income.

5.02 The Realized Income shall mean:

5.02.01 the net income paid or accrued from Investments after the payment of all fees, charges, interest or commissions paid with respect to such Investment as reported to the Bank by the Trust; PLUS

5.02.02 any fees paid or accrued by a Counterparty in respect of Lending Transactions; LESS

5.02.03 any interest, rebate or fee paid or accrued to a Counterparty in respect of Transactions and Investments as reported to the applicable Fund by the Bank in writing.

5.03 If cash Collateral is invested in the Thrivent Financial Securities Lending Trust, capital losses shall be offset against capital gains and distributed annually as provided in the Thrivent Financial Securities Lending Trust’s prospectus.

5.04 The Realized Income will be apportioned between a Fund and the Bank as follows: Fund 85%, Bank 15%; provided, however, that, if during the first twelve (12) month period during which this Agency Agreement is in full force and effect following an initial three (3) month implementation period, the average balance of Lending Transactions outstanding during any month is less than $5.5 billion for the Funds, Thrivent Financial for Lutherans and Thrivent Life Insurance Company, in the aggregate, and the average monthly yield on the cash Collateral is equal to or greater than the monthly average of the Federal Funds Open Rate less two basis points computed on the basis of actual days and a 360 day year, then each Fund’s share of the Realized Income will increase to 87.5% for such month. The Bank agrees to credit an amount equal to 85% or 87.5%, as the case may be, of the Realized Income received by the Bank to each Fund’s account monthly on a provisional basis regardless of when such Realized Income is actually received by the Bank. Each Fund shall, upon the request of the Bank, promptly return any excess Realized Income paid by the Bank pursuant to this Clause 5.

5.05 The Realized Income shall be payable in US Dollars.

5.06 The aforesaid fee, interest or rebate shall, in the absence of any contrary written arrangement between the Bank and the Trust, be determined by the Bank in a commercially reasonable manner.

5.07 The Bank agrees to absorb such reasonable and customary transaction costs incurred with the Funds’ custodian in connection with Lending Transactions as set forth on Exhibit E hereto.

6. STATEMENTS

The Bank shall provide the Trust with statements and reports, by written or electronic means, of Lending Transactions entered into by the Bank on the Funds’ behalf, upon request or in any event not less frequently than monthly. The contents of such statements or reports are summarized in Exhibit F hereto.

7. PAYMENTS IN LIEU OF DISTRIBUTIONS ON FUND SECURITIES

7.01 It is understood that under the applicable Counterparty Agreement, each Counterparty shall be required to pay or deliver to the Bank payments in the amount of all Distributions made in respect of Fund Securities which are the subject of a Lending Transaction. The Distributions shall be credited by the Bank to the applicable Fund’s Account on the payable date for such Distributions. Such Distributions shall be provisional and may be reversed if they are not in fact paid by the Issuer of the Fund Securities.

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7.02 If any Distributions are not received by the Bank from a Counterparty by the expiration of the applicable payment or delivery period specified in the relevant Counterparty Agreement, the Bank shall notify the applicable Fund of such fact and shall take all actions, on the Fund’s behalf and at the Fund’s risk and expense, that the Bank deems appropriate to secure the prompt payment or delivery of such Distributions. The Bank may exercise, on the Fund’s behalf, all rights of the Fund that it may have against the Counterparty.

8. TERMINATION OF TRANSACTIONS, TRANSFER OF EQUIVALENT SECURITIES

8.01 A Fund may instruct the Bank to terminate any Lending Transaction in whole or in part by delivering to the Bank a valid Recall Notice in accordance with Clause 20, in which case, provided that no fixed term arrangements with respect to such Fund’s Securities have been agreed by the Bank on behalf of such Fund, the Bank shall immediately demand that the relevant Counterparty effect a Transfer of Equivalent Securities, to the extent that this is permitted under the relevant Counterparty Agreement. Upon any such termination, the Counterparty shall be required, to the extent that the relevant Counterparty Agreement so permits to effect a transfer of Equivalent Securities within the Recall Period. Unless otherwise indicated to the Funds by the Bank, the Recall Period for each type of security shall be the relevant standard settlement period for such security.

8.02 The Recall Period shall commence on the Business Day the Recall Notice is received, provided, however that if such Recall Notice is received by the Bank prior to 8:00 A.M. (Eastern time zone) such Recall Notice shall be effective as if received on the previous day.

8.03 The Recall Period shall terminate upon:

8.03.01 the close of the standard settlement period for such type of security; or

8.03.02 the end of such other period negotiated by the Agent, with notice to the Fund, and the Counterparty.

8.04 Each Fund acknowledges that if a fixed term Lending Transaction is terminated pursuant to this Section 8, any losses, interest or other penalties charged by Counterparties and any losses, interest, penalties and other costs in respect of Investments made by the Bank on behalf of the Fund, and other costs incurred as a result of such early termination, shall be the sole responsibility of, and shall be borne by, the Fund. Nothing in this clause shall affect the Bank’s standard of care set forth in Clause 15, or the Bank’s obligations set forth in Clause 12.

8.05 The Bank shall not enter into fixed term Lending Transactions (a) in excess of sixty days, or (b) without a prior right of substitution without the Trust’s prior consent.

9. ELIGIBLE COLLATERAL

9.01 Prior to or simultaneously with the Transfer of Securities to a Counterparty, the Bank shall obtain Collateral on the applicable Fund’s behalf. The initial Collateral received shall have (a) in the case of Transferred Securities denominated in United States Dollars or whose primary trading market is located in the United States (“Domestic Securities”) a value of 102 percent of the Market Value of the Transferred Securities, or (b) in the case of Transferred Securities which are not denominated in United States Dollars or whose primary trading market is not located in the United States (“Foreign Securities”), a value of 105 percent of the Market Value of the Transferred Securities.

9.02 The Bank shall identify on its books and records all Collateral received by the Bank, on a Fund’s behalf, and shall credit such Collateral to an account held for the benefit of such Fund.

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10. SECURITIES AND COLLATERAL VALUATION PROCEDURE

The Bank shall, on each Business Day, determine the Market Value of the Fund Securities subject to a Lending Transaction relative to Collateral received in respect of such Lending Transaction as follows:

10.01.01 If on any Business Day the Market Value of the Collateral held in respect of Lending Transactions with any Counterparty is less than 100 percent, with respect to Domestic Securities, or 102 percent, with respect to Foreign Securities, of the aggregate of the Market Value of the Fund Securities subject to Lending Transactions with such Counterparty plus, in the case of debt Securities, any accrued but unpaid interest thereon, the Bank shall demand from such Counterparty additional Collateral (subject to any applicable minimum transfer amount specified in the relevant Counterparty Agreement) so that the value of the Collateral is equal to or greater than 102 percent, with respect to Domestic Securities, and 105 percent, with respect to Foreign Securities, of the Market Value of the Fund Securities subject to Lending Transactions of the applicable Fund with such Counterparty plus, in the case of debt Securities, any accrued but unpaid interest thereon.

10.01.02 The Bank may determine the Market Value of the Fund Securities subject to Lending Transactions either: (i) by separately determining the Market Value of such Fund Securities and the Collateral received in respect of such Lending Transactions from such Counterparty, or (ii) by determining the Market Value of the aggregate of all Lending Transactions of a Fund with a Counterparty and the Collateral received in respect thereof from such Counterparty pursuant to the applicable Counterparty Agreement.

10.01.03 Each Fund expressly acknowledges and agrees that the Market Value of Collateral shall, in the case of cash Collateral, be deemed to mean the principal amount of the cash Collateral in respect of a Lending Transaction which is actually paid by the Counterparty to the Bank, acting on behalf of the Fund and not the Market Value of any Investments purchased with such cash Collateral.

10.01.04 The Bank, in determining the Market Value of Securities, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. The pricing services utilized by the Bank as of the date hereof for determining the Market Value of fixed-income Securities is Bloomberg L.P.. The Bank shall, from time to time, upon request by the Trust, provide the Trust with the names of the pricing services it utilizes.

11. INVESTMENT OF CASH COLLATERAL

11.01 The Bank is hereby authorized, without obtaining any further approval from a Fund, to invest any of the cash Collateral received in connection with Lending Transactions on such Fund’s behalf and for the Fund’s account in Investments specified on Exhibit D.

11.02 The Bank may sell, close out, liquidate or unwind any Investment, on a Fund’s behalf and for such Fund’s account, whenever the Bank, in its sole discretion, deems it appropriate to do so, and such sales may be transacted through the Bank or Bank Affiliates.

11.03 Each Fund agrees to bear all investment risks associated with any and all Investments, including, but not limited to, interest rate, market, credit and liquidity risk. To the extent of any deficiency in the amount of Collateral available for return to a Counterparty due to losses on Investments (including negative Realized Income) or otherwise, the Fund shall deliver to the Bank, promptly after notice of such deficiency and upon request for such payment by the Bank, immediately available funds in an amount equal to such deficiency. For the avoidance of doubt, a failure by the Bank to request such deficiency shall not constitute a waiver of its rights to such payment.

11.04 The Bank shall maintain the property relating to or arising from Investments made on a Fund’s behalf as contemplated by this Clause in one or more custody accounts segregated from the Bank’s own assets.

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11.05 No interest on any uninvested cash Collateral or any other uninvested cash which may be held by the Bank will be payable to a Fund unless specifically agreed by the Bank or unless such cash Collateral remains uninvested because of a failure by the Bank to invest it; provided, however, that such uninvested cash Collateral shall be greater than a de minimus amount.

11.06 Each Fund acknowledges that Investments may be in obligations or other securities of the Bank or any Bank Affiliate and in a short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which the Bank and/or a Bank Affiliate provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated; provided that the Trust authorizes the making of such Investments in writing. Each Fund further acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which the Bank or a Bank Affiliate may provide services are not guaranteed or insured by the Bank or a Bank Affiliate or by the Federal Deposit Insurance Corporation or any government agency.

11.07 Each Fund is hereby advised and acknowledges that the provisions of the Securities Investor Protection Act of 1970 may not protect the Fund with respect to a loan of securities under this Agency Agreement and that, therefore, the Collateral delivered to the Fund may constitute the only source of satisfaction of the Counterparty’s obligations in the event the Counterparty fails to return the Transferred Securities.

12. CLOSE-OUT, LIQUIDATION OF, ENFORCEMENT OF RIGHTS TO COLLATERAL

12.01 In the event that the Bank is notified or becomes aware of the occurrence in respect of a Counterparty of a default, event of default, termination event or analogous event pursuant to a Counterparty Agreement, the Bank may in its sole discretion exercise such rights, including any rights of termination, in respect of Transactions with such Counterparty, to which the lender is entitled under the terms of such Counterparty Agreement.

12.02 If the Bank exercises any rights to terminate Transactions with a Counterparty on a Fund’s behalf it shall immediately close-out, liquidate, or enforce rights to any Collateral or Securities received in respect of:

12.02.01 Lending Transactions with such Counterparty and apply the Liquidation Proceeds to the purchase of Equivalent Securities as replacement for the Fund Securities subject to such Lending Transactions with the relevant Counterparty. Subject to a Fund’s obligations pursuant to Section 11.03 hereof, if and to the extent that such Liquidation Proceeds are insufficient, the purchase of such Equivalent Securities shall be made at the Bank’s expenses

12.02.02 Reverse Transactions with such Counterparty and apply the Liquidations Proceeds in replacement of the cash paid to such Counterparty pursuant to such Reverse Transactions and any Liquidation Proceeds received which are in excess of that required for the above-mentioned purposes shall be applied against:

12.02.03 any other obligations of the Counterparty under the relevant Counterparty Agreement; and

12.02.04 any expenses associated with the close-out, liquidation of, or enforcement of rights to the Collateral or Securities and the purchase of such Equivalent Securities or replacement of cash Collateral.

12.03 Because the Liquidation Proceeds may be in part or in whole in the possession or under the control of the Fund or a Fund Affiliate, the Bank may, to effect the purchase of Equivalent Securities, at its option a) demand such Liquidation Proceeds from the Fund and the Fund shall promptly comply, or b) the Bank may advance its own funds for this purpose and the Fund shall promptly remit such Liquidation Proceeds upon demand by the Bank. In return for advancing its own funds, the Bank shall be entitled to compensation for each day that cash is advanced at the Federal Funds Open Rate.

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12.04 For two Business Days from the date of any such close-out, liquidation of, or enforcement of rights to the Collateral, the Bank shall use all reasonable efforts and act in accordance with the provisions of all Counterparty Agreements to effect the purchase of Equivalent Securities with the aggregate of the Liquidation Proceeds and Indemnity Proceeds (if any), but any such purchase shall be made only in such markets, in such manner and on such terms as the Bank shall consider appropriate in its sole discretion. If the Bank cannot purchase Equivalent Securities during such two Business Day period, the Bank shall credit the Fund’s Account in accordance with Section 13.

13. INDEMNITIES TO FUNDS

13.01 In the event of an Insolvency Default, the Bank undertakes to indemnify the applicable Fund with respect to any shortfall between the Liquidation Proceeds and the Market Value (determined at the time that the Bank, as Agent, exercises the appropriate remedy under the relevant Counterparty Agreement) of (i) in respect of Lending Transactions, the Securities subject to such Transaction or, (ii) in the case of Reverse Transactions, the amount of cash deposited with a Counterparty with respect to such Transaction provided however, that the Bank shall not indemnify the Fund for any such shortfall if the Bank determines in its sole discretion that the Counterparty is a Fund Affiliate.

13.02 If the Bank is unable to purchase Equivalent Securities pursuant to Section 12 and subject to the applicable Fund’s responsibility for investment risks associated with Investments pursuant to Section 11.03, the Bank shall credit to the Fund’s account an amount equal to the Market Value of the unreturned Transferred Securities for which Equivalent Securities are not so purchased, determined as of (a) the last day the Collateral continues to be successfully marked to market by the Counterparty against the unreturned Transferred Securities, or (b) the next day following the day referred to in (a) above, if higher.

13.03 In addition to making the purchases or credits required by Sections 12 and 13.02, the Bank shall credit to the applicable Fund’s account the value of all distributions on the Transferred Securities (not otherwise credited to such Fund’s accounts with the Bank), for record dates which occur before the date that the Bank purchases Equivalent Securities pursuant to Section 12 or credits the Fund’s account pursuant to Section 13.02; provided, however, that all such payments shall be provisional and may be reversed if they are not in fact paid by the Issuer of the Transferred Securities.

13.04 In the event of a failure by a Counterparty to return a Transferred Security within the Recall Period resulting in a failed settlement of a sale of such Transferred Security by the Fund, the Bank shall indemnify the applicable Fund for any losses incurred by such Fund in a “buy-in” by the purchaser’s broker, provided that the Recall Notice was received on a timely basis by the Bank and that the Bank received prompt notification of the threatened “buy-in” from the Fund

13.05 To the extent that the Bank makes any payments to a Fund under Section 12 or 13, the Bank shall become and remain subrogated to all of such Fund’s rights that the Fund may have against the Counterparty or any other third party, and the Fund hereby assigns all such rights to the Bank. Each Fund agrees to execute and deliver all such written documents, and to take all other actions reasonably requested by the Bank, from time to time, to give effect to any rights of subrogation referred to in this Clause.

13.06 To the extent that the Bank makes any payments to a Fund under Section 12 or 13 and to the extent that any rights, claims or other demands against any Counterparty or third party are incapable of subrogation under Clause 13.05, such Fund hereby agrees to take all such actions as are reasonably required by the Bank to exercise any such rights, claims or demands and undertakes to pay the proceeds thereof forthwith upon receipt to the Bank.

13.07 Each Fund acknowledges and agrees that nothing in this Clause 13 obliges the Bank to indemnify the Fund against any losses in respect of Investments.

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14. THE BANK’S RELATIONSHIP WITH A COUNTERPARTY

Each Fund acknowledges that the Bank may be a creditor for its own account or represent in a fiduciary capacity, or any other capacity, any Counterparty or any creditor or client of a Counterparty, even though the interests so represented may conflict with those of the Fund. The Bank’s obligations hereunder are only those expressly set forth in this Agency Agreement or as otherwise expressly agreed in writing by the Bank. Without limiting the generality of the foregoing, the Bank shall not be required to disclose any financial or other information about a Counterparty obtained in the course of its relationship with such Counterparty, except as expressly provided in this Agency Agreement.

15. STANDARD OF CARE

15.01 The Bank shall comply with all applicable laws and regulations and shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and sale and repurchase transactions (as appropriate).

15.02 Where the Bank or a Bank Affiliate is a Counterparty, the Bank will take steps to ensure that such Lending Transactions between the Bank or Bank Affiliate and a Fund are transacted by the Bank on an arm’s length basis on terms that are no more favourable than when the Bank as Agent deals with a Counterparty which is not the Bank or a Bank Affiliate.

15.03 Any Lending Transactions or Investments between the Bank (and/or any Bank Affiliate) and a Fund, pursuant to this Agency Agreement shall be handled by persons who are organisationally separated from persons who are engaged in carrying out the Bank’s role as Agent for the Fund under this Agency Agreement. Such organisational separation may for example (but without limitation) be in the form of an internal arrangement within the Bank to (a) prevent confidential information which is known to individuals in one part of an organisation from being conveyed to individuals in another part of such organisation where this may give rise to a conflict of interest (commonly known as a ‘Chinese Wall’ procedure) or (b) impose a requirement to disregard any interests, arrangements or relationships which might be thought likely to influence in a material manner dealings with or advice to clients generally.

16. INDEMNIFICATION BY FUND, RELEASE, LIMITATION OF LIABILITY

16.01 Each Fund shall indemnify the Bank and hold the Bank harmless:

16.01.01 from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by the Bank in rendering services hereunder resulting from a breach of the terms of this Agency Agreement by the Fund, except such loss or liability which results from the Bank’s failure to exercise the standard of care required by Clause 15 hereof. Nothing in this Clause shall derogate from the indemnities provided by the Bank in Clause 13;

16.01.02 for the full amount of any tax, other than tax on its income, which the Bank is obliged to deduct or withhold or otherwise pay to any relevant taxing authority, whether or not the claim for such payment of taxes by that taxing authority was correctly or legally asserted. The Bank may (but shall not be obliged to) consent to contest a Fund’s liability to such tax on behalf of the Fund (but at the expense of the applicable Fund). If such taxing authority agrees (or a court of final jurisdiction determines) that the tax was not correctly or legally levied, and such tax is refunded to the Bank, then the Bank shall return such amount (together with interest, if any, paid by the relevant taxing authority) to the applicable Fund.

16.02 Notwithstanding any express provision to the contrary herein, the Bank shall not be liable for any indirect or direct consequential, incidental, special or exemplary losses, liabilities or damages.

- 12 -

16.03 Each Fund agrees that the Bank’s duties and responsibilities shall only be those expressly set forth herein and the Bank may consult with counsel and be fully protected with respect to any action taken or omitted to be taken in good faith upon written advice of counsel with demonstrated expertise in the subject matter of such advice.

16.04 Each Fund agrees that the Bank may rely on any certificate, statement, request, consent, agreement or other instrument which it believes to be genuine and to have been signed or presented by a proper person or persons.

17. AGENTS

The Bank may use such agents, including but not limited to, such clearing agents, securities depositories, nominees, custodians and sub-custodians and Bank Affiliates, as the Bank deems appropriate to carry out its duties under this Agency Agreement. To the extent that a Bank Affiliate acts as the Bank’s agent hereunder, the Bank agrees to be responsible for the acts and omissions of such Bank Affiliate as though performed by the Bank directly. Each Fund agrees that the Bank’s sole liability for the acts or omissions of any other agent shall be limited to liability arising from the Bank’s failure to use reasonable care in the selection of such agent.

18. FORCE MAJEURE

18.01 The Bank shall not be responsible for any losses, liabilities, costs or damages suffered or incurred by a Fund resulting directly or indirectly from:

18.01.01 any action, omission, suspension of trading, decision or ruling of any exchange or regulatory, governmental or other body or of any other person which is beyond the Bank’s control (including floor broker, exchange, dealing or clearing house error);

18.01.02 any war, strike, lock-out, national disaster, act of terrorism, delay in postal service or any other delay or inaccuracy in the transmission of orders or other information, or any breakdown, failure or malfunction beyond the control of the Bank of any telecommunication or computer system;

provided that the Bank shall use reasonable efforts to inform the Trust of the occurrence of any such event.

19. TERMINATION

This Agency Agreement may at any time be terminated by either party by giving to the other not less than 15 days prior notice in writing (such termination becoming effective upon expiry of such notice), provided that such termination shall not affect any Lending Transaction or Investment or any obligation under this Agency Agreement which is then outstanding and the provisions of this Agency Agreement shall continue to apply to each such Lending Transaction or Investment and each obligation until all the obligations of each party to the other under this Agency Agreement and each such Lending Transaction have been fully performed.

20. NOTICES

20.01 All notices under this Agency Agreement shall be in writing and sent by mail or facsimile, addressed as follows:

20.01.01 To the Bank:

Dresdner Bank AG, New York Branch

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, XX 00000

Attention:           Xxxxx X. Xxxxxxx, Managing Director

Telephone No:  000 000 0000

Facsimile No:    000 000 0000

- 13 -

20.01.02 To the Fund:

Thrivent Financial for Lutherans

000 Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxxx XX 00000

Attention:         Xxxx XxXxxxxxxx

Telephone No: 000 000 0000

Facsimile No:   000 000 0000

20.02 Notices shall be effective upon receipt. The address of either party may be changed by prior notice to the other party.

21. GOVERNING LAW, JURISDICTION AND PROCESS

This Agency Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

Each party hereto irrevocably waives any right that it may have to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agency Agreement or the transactions contemplated hereby.

22. SUCCESSORS AND TRANSFER OF INTERESTS

22.01 Except as provided by Clause 22.02 below, the rights, interests and obligations of a party under this Agency Agreement and under each Lending Transaction shall not be capable of being assigned or transferred without the prior written consent of the other party.

22.02 Any obligations of the Bank under this Agency Agreement may be performed by any Bank Affiliate and any and all rights, interests and obligations of the Funds expressed to be in favour of the Bank shall be held by the Bank for any Bank Affiliate which performs the relevant services, provided that the Bank shall remain liable to the Funds under the terms hereof as if such obligations were performed by the Bank.

23. SEVERABILITY

If any provision of this Agency Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agency Agreement and the remaining provisions of this Agency Agreement shall remain in full force and effect. The Agency Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

24. GENERAL

24.01 Any provision of this Agency Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by both parties hereto.

24.02 The Bank’s books and records (whether on paper, microfilm, microfiche, by electronic or magnetic recording, or any other mechanically reproducible form or otherwise) shall be deemed to constitute, in the absence of manifest error, sufficient evidence of the facts stated therein and of any obligations of the parties hereto.

24.03 This Agency Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to such subject matter, PROVIDED THAT, for the

- 14 -

avoidance of doubt, this Agency Agreement shall not supersede or derogate from any agreement between the Bank and the Fund which sets forth any terms of dealing between the parties as principal to principal.

24.04 This Agency Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

25. PROVISIONS IN THE EVENT BANK HAS CUSTODY.

25.01 The following provisions shall apply in the event the Bank is deemed to have custody of a Fund’s Securities:

25.01.01 The Bank is obligated to indemnify the Fund for any loss of Securities of the Fund in the Bank’s custody occasioned by the negligence or dishonesty of the Bank’s officers or employees, or burglary, robbery, holdup, theft or mysterious disappearance, including loss by damage or destruction.

25.01.02 In the event there is a loss of Securities for which the Bank is obligated to indemnify the Fund, the Securities shall be promptly replaced or the value of the Securities and the value of any loss of rights or privileges resulting from said loss of Securities shall be promptly replaced.

IN WITNESS WHEREOF the parties have caused this Agency Agreement to be executed as a deed on the day and date first above written

SIGNED

FOR AND ON BEHALF OF

DRESDNER BANK AG, NEW YORK BRANCH

Authorised Signatory				Authorised Signatory
Name:      Xxxxxx Xxxxxxx				Name: Xxxxx Xxxxxxx
Title: Director				Title: Managing Director
SIGNED FOR AND ON BEHALF OF

THRIVENT MUTUAL FUNDS, on behalf of its respective series listed on Schedule B, severally and not jointly; and THRIVENT SERIES FUND, INC., on behalf of its respectives series as listed on Schedule B, severally and not jointly

Authorised Signatory

Name:      Xxxxxxx X. Xxxxxxx

Title:        Vice President

- 15 -

EXHIBIT A

The Fund’s Account(s): All Fund Securities contained, from time to time, in the following custody accounts are eligible for Lending Transactions under the Agency Agreement and Counterparty Agreements, provided that the Fund may, by written or electronic notice to the Bank, designate Fund Securities as ineligible for Lending Transactions

State Street Bank and Trust Company:

Account Name		Account Number
Thrivent Series Fund, Inc.
Thrivent Large Cap Growth Portfolio		RF00
Thrivent Income Portfolio		XX00
Xxxxxxxx Xxxx Xxxxx Xxxxxxxxx		XX00
Thrivent Partner Int’l Stock Portfolio (PGI)		RF05
Thrivent Mid Cap Growth Portfolio		RF21
Thrivent Partner Small Cap Growth Portfolio (Xxxxxx)		RF22
Thrivent Mid Cap Growth Portfolio II		RF23
Thrivent Partner All Cap Portfolio		RF24
Thrivent Large Cap Growth Portfolio II		RF25
Thrivent Partner Growth Stock Portfolio		RF26
Thrivent Large Cap Value Portfolio		RF27
Thrivent Limited Maturity Bond Portfolio		RF28
Thrivent Balanced Portfolio		RF56
Xxxxxxxx Xxxx Index Portfolio		RF57
Thrivent Large Cap Stock Portfolio (Quantitative)		RF58
Thrivent Diversified Income Plus Portfolio (Fixed Income)		RF60
Thrivent Partner Int’l Stock Portfolio (Mercator)		XX00
Xxxxxxxx Xxxxx Xxx Index Portfolio		RF62
Thrivent Mid Cap Index Portfolio		RF63
Thrivent Mid Cap Stock Portfolio		RF64
Thrivent Small Cap Index Portfolio		RF66
Thrivent Small Cap Stock Portfolio		RF67
Thrivent Technology Portfolio		RF68
Thrivent Partner Small Cap Value Portfolio		RF70
Thrivent Real Estate Securities Portfolio		RF71
Thrivent Mortgage Securities Portfolio		RF72
Thrivent Partner Small Cap Growth Portfolio (Transamerica)		RF74
Thrivent Partner Mid Cap Value Portfolio		RF76
Thrivent Diversified Income Plus Portfolio (Equity)		RFE6
Thrivent Large Cap Stock Portfolio (Growth)		RFG5
Thrivent Diversified Income Plus Portfolio (REIT)		RFR6
Thrivent Large Cap Stock Portfolio (Value)		RFV5
Thrivent Mutual Funds
Thrivent High Yield Bond Fund		RF06
Thrivent Income Fund		RF10
Thrivent Partner Intl Stock Fund (PGI)		RF13
Thrivent Mid Cap Growth Fund		RF14

- 16 -

Thrivent Limited Maturity Bond Fund		RF17
Thrivent Large Cap Growth Fund		RF35
Thrivent Balanced Fund		RF36
Thrivent Core Bond Fund		RF37
Thrivent Large Cap Stock Fund (Quantitative)		XX00
Xxxxxxxx Xxxxx Xxx Value Fund		RF40
Thrivent Diversified Income Plus Fund (Fixed Income)		RF41
Thrivent Partner International Stock Fund (Mercator)		XX00
Xxxxxxxx Xxxxx Xxx Index Fund - I		XX00
Xxxxxxxx Xxxxx Xxx Index Fund		RF44
Thrivent Mid Cap Index Fund - I		RF45
Thrivent Mid Cap Index Fund		RF46
Thrivent Mid Cap Stock Fund		RF47
Thrivent Municipal Bond Fund		RF49
Thrivent Small Cap Index Fund		RF50
Thrivent Small Cap Stock Fund		RF51
Thrivent Partner Small Cap Value Fund		RF52
Thrivent Technology Stock Fund		RF54
Thrivent Partner Small Cap Growth Fund (Xxxxxx)		RF81
Thrivent Partner Small Cap Growth Fund (Transamerica)		XX00
Xxxxxxxx Xxxx Xxxxxx Securities Fund		RF83
Thrivent Partner Mid Cap Value Fund		RF84
Thrivent Diversified Income Plus Fund (Equity)		RFE4
Thrivent Large Cap Stock Fund (Growth)		RFG3
Thrivent Diversified Income Plus Fund (REIT))		RFR4
Thrivent Large Cap Stock Fund (Value)		RFV3

- 17 -

EXHIBIT B

APPROVED COUNTERPARTIES

APRIL 27, 2007

Abbey National Securities Inc.		HSBC Securities Inc.
ABN Amro Bank NV New York Branch		HSBC Securities USA, Inc.
ABN Amro NV		HSBC Trinkaus&Burkhardt KGaA, Ddf
Banc of America Securities LLC.		HypoVereinsbank AG, München
Bank of America London		ING Financial Markets LLC
Bank of Montreal, NY Branch		ING Bank NV, London Branch
Barclay Capital, Inc		ING Bank NV, Amsterdam
Barclays Bank PLC		ING BHF-Bank AG
Barclays Capital Securities Ltd		Xxxxxxxxx and Company Inc.
Bayerische Landesbank Girozentrale,		XX Xxxxxx Xxxxx Bank, London Branch
München		XX Xxxxxx Securities Inc
Bear Xxxxxxx International Ltd		XX Xxxxxx Securities Ltd
Bear Xxxxxxx Securities		Landesbank Baden-Württemberg, Stuttgart
Bear, Xxxxxxx & Co. Inc.		Xxxxxx Brothers (Luxembourg) SA
BMO Xxxxxxx Bums Corp		Xxxxxx Brothers Inc
BNP Paribas		Xxxxxx Brothers International (Europe) Ltd
BNP Paribas Securities Corp.		M.S. Securities Services
BNP Paribas SNC		Man Financial Limited
BNP-Paribas Securities Services, Frankfurt		Maple Bank GmbH, Frankfurt am Main
BW Bank Ireland PLC		Macquarie Bank Limited
Calyon		Xxxxxxx Xxxxx Government Securities Inc
Calyon, NY Xxxxxx		Xxxxxxx Xxxxx International
Calyon Securities Inc.		Xxxxxxx Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxxxx & Co.		Mitsubishi Securities (USA) Inc
Xxxxx Xxxxx ltd, London		Mitsubishi UFJ Securities International plc
Citadel Trading Group LLC		Mizuho Securities Inc
Citigroup Financial Products Inc.		Mizuho Securities USA
Citigroup Global Markets Inc		Xxxxxx Xxxxxxx & Co International Limited
Citigroup Global Markets Limited		Xxxxxx Xxxxxxx Securities Ltd
Commerzbank AG, Frankfurt		Xxxxxx Xxxxxxx & Co. Incorporated
Commerzbank Capital Markets Corp		Xxxxxx Xxxxxxx Bank AG, Frankfurt
Countrywide Securities Corporation		MS Securities Services Inc.
Credit Industriel et Commercial		Nomura International PLC
Credit Suisse Securities (Europe) Ltd		Nomura Securities International Inc
Credit Suisse Securities (USA) LLC		Nord-LB, Hannover
Danske Bank AS		Paloma Securities LLC
Dekabank Deutsche Girozentrale		Paloma Securities London Limited
Deutsche Bank AG		Rabobank Nederland
Deutsche Bank Securities Inc		Raiffeisen Zentralbank Österreich AG (RZB)
DKW Securities Ltd		RBC Dominion Securities Corp.
Dresdner Bank AG		Royal Bank of Canada Europe Limited
Dresdner Kleinwort LLC		Royal Bank of Scotland PLC
Dresdner Kleinwort Securities LLC		Xxx. Xxxxxxxxx Jr. & Cie. KGaA, Frankfurt
DZ-Bank (vormals SGZ/GZ), Frankfurt		SBC Warburg (Deutschland) AG, Frankfurt
Fidelity Capital Markets		Scotia Capital (Europe) Ltd
Fimat SNC Paris		SG Americas Securities LLC
FIMAT USA, INC.		Societe Generale, NY Branch
First Clearing LLC		Societe Generale
Fortis Bank (Nederland) NV		TD Securities (USA), Inc.
Fortis Securities LLC		UBS AG
GNI Ltd		UBS Limited
Xxxxxxx Sachs and Company		UBS Securities LLC
Xxxxxxx Xxxxx International		WaMu Capital Corp.
Greenwich Capital Markets Inc		WestLB AG
HBOS PLC		WestLB London
HSBC Bank Plc

- 18 -

EXHIBIT C

COLLATERAL

The Trust authorises the Bank to take the following as Collateral:

US $ Cash

- 19 -

EXHIBIT D

CASH COLLATERAL INVESTMENT GUIDELINES

The Trust authorizes the Bank to make Investments as follows:

Thrivent Financial Securities Lending Trust

or as otherwise expressly authorized by Trust on a temporary basis in writing

- 20 -

EXHIBIT E

CUSTODIAN TRANSACTION COSTS

COUNTRY		TRANSACTION CHARGES (PER TRADE)		COUNTRY		TRANSACTION CHARGES (PER TRADE)
Argentina		$40		Lebanon		$100
Australia		$40		Lithuania		$50
Austria		$45		Luxembourg		$100
Bahrein		$150		Malaysia		$60
Bangladesh		$130		Mauritius		$125
Belgium		$30		Mexico		$28
Bermuda		$150		Morocco		$100
Bolivia		$90		Namibia		$125
Botswana		$130		Netherlands		$25
Brazil		$45		New Zealand		$55
Bulgaria		$100		Norway		$45
Canada		$13.50		Oman		$150
Chile		$55		Pakistan		$85
China		$55		Peru		$66
Colombia		$85		Philippines		$55
Croatia		$100		Poland		$55
Cyprus		$125		Portugal		$65
Czech Republic		$40		Romania		$100
Denmark		$40		Russia		$85
Ecuador		$85		Singapore		$55
Egypt		$100		Slovakia		$60
Estonia		$50		Slovak Republic		$125
Euroclear		$13.50		Slovania		$100
Finland		$40		South Africa		$35
France		$30		South Korea		$45
Germany		$25		Spain		$50
Ghana		$100		Sri Lanka		$80
Greece		$60		Swaziland		$200
Hong Kong		$50		Sweden		$40
Hungary		$55		Switzerland		$35
Iceland		$50		Taiwan		$50
India		$80		Thailand		$50
Indonesia		$65		Trinidad & Tobago		$100
Ireland		$13.50		Tunisia		$125
Israel		$70		Turkey		$40
Italy		$25		Ukraine		$300
Ivory Coast		$150		United Kingdom		$13.50
Jamaica		$125		Uruguay		$90
Japan		$30		USA		$7
Jordan		$100		Venezuela		$100
Kenya		$100		Zambia		$100
Latvia		$100		Zimbabwe		$130

- 21 -

EXHIBIT F

STATEMENTS AND REPORTS

MONTHLY REPORT

				December 2006				January 2007				February 2007
		Average Lendable Assets ($)			36,736,076,318				36,600,321,414				36,533,701,137
		Average Loan Balance ($)
		US Equity
		US Corp Bond
		US Gov’t
		Non-US Equity
		Total
		Average Collateral Balance ($)
		Average Utilization Rates
		US Equity
		US Corp Bond
		US Gov’t
		Non-US Equity
		Average Utilization Rates
		Funding Spread (bps)
		US Equity
		US Corp Bond
		US Gov’t
		Non-US Equity
		Wtd Average Funding Spread (bps)
		Risk-Free Rate (Avg Fed Open)
		Collateral Spread (bps)
		Thrivent Lending Revenue ($)
		Largest Borrower (as of February 28th)
Highest Earning Securities Based on Rate
		Security Name							Security ID				Rebate Rate (%)
1		IMAX CORP COM							00000X000				-7.44%
2		PREPAID LEGAL SVCS INC COM							740065107				-6.26%
3		LAZ BOY INC COM							505336107				-4.69%
4		A S V INC COM							001963107				-4.06%
5		XXXXXXXXX ELECTRIC EURB							4834108				-2.36%
6		BIOLASE TECHNOLOGY INC COM							090911108				-1.20%
7		ALLIED CAP CORP NEW COM							00000X000				-1.00%
8		CORUS BANKSHARES INC COM							220873103				-0.76%
9		CHIPOTLE MEXICAN GRILL INC CL A							169656105				-0.35%
10		RIVERBED TECHNOLOGY INC COM							768573107				-0.17%

-22-

EXHIBIT F

STATEMENTS AND REPORTS

MONTHLY REPORT

Mutual Funds - Earnings Summary (YTD 2005)

Thrivent Financial for Lutherans Securities Lending Earnings

Period Ending

US Corp Bond & Equity

US Government

Non-US Equity

Reinvested Earnings

Other Earnings

Total Earnings

2004 Totals

$                  -

Jan-05

$                  -

Feb-05

$                  -

Mar-05

$                  -

Apr-05

$                  -

May-05

$                  -

Jun-05

$                  -

Jul-05

$                  -

Aug-05

$                  -

Sep-05

$                  -

Oct-05

$                  -

Nov-05

$                  -

Dec-05

$                  -

2005 YTD Totals

$                                 -

$                    -

$                -

$                         -

$                  -

$                  -

SECURITIES LENDING

Counterparty Cash Collateral Exposure Report

Public Fund

As Of: 23-FEB-2007

SECURITY ID		DESCRIPTION				SECURITY CCY				TRADE DATE		SETTLE DATE				TERM DATE		QUANTITY				INVESTMENT YIELD				REBATE RATE				CONTRACT AMOUNT				MARKET VALUE				EXP %
Outstanding Loans
USD
Cash Loans
COUNTERPARTY		Barclays Capital, Inc										United States
000000XX0		BLS 6 10/15/11					USD			7-Feb-07			7-Feb-07			OPEN			3,000,000				5.3849				5.2000				3,210,000				3,144,580				102.08
000000XX0		CIT 3 7/8 03Nov2008					USD			22-Feb-07			22-Feb-07			OPEN			1,000,000				5.3849				5.2000				1,010,000				988,390				102.19
00000XXX0		DE 5.4 04/07/10					USD			22-Feb-07			22-Feb-07			OPEN			1,000,000				5.3849				5.2000				1,050,000				1,021,520				102.79
				Barclays Capital, Inc																						5.2000				5,270,000				5,154,490				102.24
COUNTERPARTY		Bank of America Sec LLC										United States
00000XX00		GE 4 1/8 03/04/08					USD			18-Jan-07			18-Jan-07			16-Mar-07			25,000,000				5.3849				5.3310				25,750,000				25,195,615				102.20
00000XXX0		TOYOTA 5 1/2 09/22/11					USD			18-Jan-07			18-Jan-07			16-Mar-07			10,000,000				5.3849				5.3310				10,500,000				10,209,894				102.84
00000XX00		GE 4 3/8 03/03/12					USD			16-Feb-07			16-Feb-07			16-Mar-07			6,640,000				5.3849				5.3310				6,706,400				6,529,110				102.72
00000XXX0		AIG 4 5/8 05/15/09					USD			16-Feb-07			16-Feb-07			16-Mar-07			5,165,000				5.3849				5.3310				5,268,300				5,143,050				102.44
				Bank of America Sec LLC																						5.3310				48,224,700				47,077,669				102.44
COUNTERPARTY		Bank of America Sec LLC										United States
000000XX0		BAC 0 08/15/11					USD			1-Dec-06			1-Dec-06			OPEN			1,100,000				5.3849				5.2000				1,133,000				1,102,556				102.76
				Bank of America Sec LLC																						5.2000				1,133,000				1,102,556				102.76
COUNTERPARTY		Credit Suisse Securities (USA) LLC										United States
000000XX0		C 6 02/21/12					USD			5-Jan-07			5-Jan-07			OPEN			320,000				5.3849				5.2200				339,200				330,801				102.54
000000XX0		C 4 5/8 08/03/10					USD			23-Jan-07			23-Jan-07			OPEN			1,000,000				5.3849				5.2610				1,010,000				984,829				102.56
00000XXX0		GS 0 10/07/11					USD			23-Jan-07			23-Jan-07			OPEN			3,000,000				5.3849				5.2610				3,120,000				3,055,131				102.12

Where you are a US person, you are receiving this statement from Dresdner Bank AG New York Branch, 75 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 30 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement, Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank AG New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

Page 1 of 16

SECURITIES LENDING

Counterparty Cash Collateral Exposure Report

As Of: 23-FEB-2007

SECURITY ID		DESCRIPTION				SECURITY CCY				TRADE DATE				SETTLE DATE				TERM DATE				QUANTITY				INVESTMENT YIELD				REBATE RATE				CONTRACT AMOUNT				MARKET VALUE				EXP %
00000XXX0		JPM 5 1/8 09/15/14					USD				23-Jan-07				23-Jan-07				OPEN				2,500,000				5.3849				5.2610				2,575,000				2,511,964				102.51
00000XXX0		HSBC 0 05/10/10					USD				23-Jan-07				23-Jan-07				OPEN				1,000,000				5.3849				5.2610				1,030,000				1,005,966				102.39
000000XX0		VIA 5 3/4 04/30/11					USD				16-Feb-07				16-Feb-07				OPEN				500,000				5.3849				5.2610				525,000				513,474				102.24
00000XX00		LEH 4 1/2 07/26/10					USD				20-Feb-07				20-Feb-07				OPEN				2,000,000				5.3849				5.2610				2,000,000				1,959,530				102.07
				Credit Suisse Securities (USA) LLC																										5.2597				10,599,200				10,361,695				102.29
COUNTERPARTY		Deutsche Bank Securities - Corp												United States
00000XXX0		VZ 4.9 09/15/15					USD				26-Jan-07				26-Jan-07				OPEN				1,750,000				5.3849				5.2000				1,750,000				1,715,605				102.00
				Deutsche Bank Securities - Corp																										5.2000				1,750,000				1,715,605				102.00
COUNTERPARTY		Xxxxxxx Sachs & Company												United States
00000XXX0		VZ 7 3/8 09/01/12					USD				30-Nov-06				30-Nov-06				OPEN				1,000,000				5.3849				5.2000				1,160,000				1,129,986				102.66
				Xxxxxxx Xxxxx & Company																										5.2000				1,160,000				1,129,986				102.66
COUNTERPARTY		JPMorgan Securities Inc.												United States
000000XX0		CIT 4 1/8 03Nov2009					USD				17-Nov-06				17-Nov-06				OPEN				3,040,000				5.3849				5.2500				3,070,400				2,995,551				102.50
				JPMorgan Securities Inc.																										5.2500				3,070,400				2,995,551				102.50
COUNTERPARTY		Xxxxxx Brothers Inc.												United States
000000XX0		DAL 6.718 01/02/23					USD				15-Feb-07				15-Feb-07				OPEN				1,792,000				5.3849				5.2000				1,361,920				1,861,704				73.15
00000XXX0		EQ 7.082 06/01/16					USD				21-Feb-07				21-Feb-07				OPEN				1,340,000				5.3849				5.2000				1,440,500				1,412,228				102.00
				Xxxxxx Brothers Inc.																										5.2000				2,802,420				3,273,931				85.60
COUNTERPARTY		Xxxxxxx Xxxxx Xxxxxx Xxxxxx												United States
000000XX0		IBM 4 3/4 11/29/12					USD				8-May-06				8-May-06				OPEN				1,000				5.3849				5.2500				1,020				993				102.77

Where you are a US person, you are receiving this statement from Dresdner Bank AG New York Branch, 75 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 30 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank AG New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

Page 2 of 16

SECURITIES LENDING

Counterparty Cash Collateral Exposure Report

As Of: 23-FEB-2007

SECURITY ID		DESCRIPTION				SECURITY CCY				TRADE DATE		SETTLE DATE		TERM DATE		QUANTITY				INVESTMENT YIELD				REBATE RATE				CONTRACT AMOUNT				MARKET VALUE				EXP %
000000XX0		T 4 06/15/09					USD			12-Jan-07		12-Jan-07		13-Mar-07			5,000,000				5.3849				5.2000				5,025,000				4,950,182				101.51
				Citigroup Global Markets Inc.																				5.2000				5,025,000				4,950,182				101.51
COUNTERPARTY		SG Americas Securities LLC										United States
000000XX0		TII 1 7/8 07/15/13					USD			1-Feb-07		1-Feb-07		OPEN			2,970,000				5.3849				5.2200				3,229,875				3,180,626				101.55
000000XX0		WIT 4 5/8 02/28/11					USD			9-Feb-07		9-Feb-07		OPEN			6,220,000				5.3849				5.2100				6,422,150				6,302,357				101.90
000000XX0		T 4 3/4 01/31/12					USD			14-Feb-07		14-Feb-07		OPEN			11,500,000				5.3849				5.1600				11,730,000				11,546,391				101.59
000000XX0		WIT 4 7/8 02/15/17					USD			22-Feb-07		22-Feb-07		OPEN			17,800,000				5.3849				4.5500				18,044,750				17,670,792				102.12
				SG Americas Securities LLC																				4.8939				39,426,775				38,700,166				101.88
COUNTERPARTY		UBS Securities LLC										United States
000000XX0		TGR TGR 08/15/24					USD			5-May-06		5-May-06		OPEN			750,000				5.3849				5.2200				319,688				315,242				101.41
000000XX0		TGR TGR 08/15/20					USD			5-May-06		5-May-06		OPEN			750,000				5.3849				5.2200				390,938				385,572				101.39
000000XX0		S 0 08/15/19					USD			5-May-06		5-May-06		OPEN			925,000				5.3849				5.2200				507,594				503,327				100.85
000000XX0		TGR TGR 08/15/27					USD			20-Apr-06		20-Apr-06		OPEN			300,000				5.3849				5.2200				111,375				109,341				101.86
000000XX0		TII 2 3/8 04/15/11					USD			31-Jan-07		31-Jan-07		OPEN			2,400,000				5.3849				5.2200				2,514,000				2,462,806				102.08
00000XX00		FNMA 4 3/4 08/03/07					USD			22-Aug-06		22-Aug-06		OPEN			35,450,000				5.3849				5.2300				36,159,000				35,454,321				101.99
000000XX0		S 0 05/15/18					USD			29-Nov-06		29-Nov-06		OPEN			580,000				5.3849				5.1100				341,475				337,645				101.13
00000XX00		FNMA 5 1/8 04/15/11					USD			11-Dec-06		11-Dec-06		OPEN			2,000,000				5.3849				5.2300				2,082,500				2,045,530				101.81
000000XX0		T 5 07/31/08					USD			12-Dec-06		12-Dec-06		OPEN			2,600,000				5.3849				5.2100				2,658,500				2,609,479				101.88
0000000X0		T 5 08/15/11					USD			3-Jan-07		3-Jan-07		OPEN			235,000				5.3849				5.1600				247,631				238,124				103.99
000000XX0		FHLBDN 04/02/07					USD			12-Jan-07		12-Jan-07		13-Mar-07			14,000,000				5.3849				5.2500				14,140,000				13,920,788				101.57
00000XXX0		FNMA 4 5/8 01/15/08					USD			18-Jan-07		18-Jan-07		19-Mar-07			7,500,000				5.3849				5.2200				7,612,500				7,495,140				101.57
000000XX0		T 3 3/8 10/15/09					USD			29-Jan-07		29-Jan-07		OPEN			1,050,000				5.3849				5.1600				1,040,813				1,026,167				101.43

Where you are a US person, you are receiving this statement from Dresdner Bank AG New York Branch, 75 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 30 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank AG New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

Page 15 of 16

SECURITIES LENDING

Counterparty Cash Collateral Exposure Report

As Of: 23-FEB-2007

SECURITY ID		DESCRIPTION				SECURITY CCY				TRADE DATE				SETTLE DATE				TERM DATE		QUANTITY				INVESTMENT YIELD				REBATE RATE				CONTRACT AMOUNT				MARKET VALUE				EXP %
0000XXX00		FHLB 4 03/10/08					USD				1-Feb-07				1-Feb-07			22-Mar-07			50,000,000				5.3849				5.2500				51,125,000				50,283,756				101.67
0000X0XX0		FHLMC 4 1/4 06/23/08					USD				1-Feb-07				1-Feb-07			22-Mar-07			25,000,000				5.3849				5.2500				25,312,500				24,880,083				101.74
0000X0X00		FHLMC 4.85 02/27/07					USD				1-Feb-07				1-Feb-07			22-Mar-07			25,000,000				5.3849				5.2500				26,031,250				25,591,678				101.72
0000X0X00		FHLMC 5 02/08/08					USD				1-Feb-07				1-Feb-07			22-Mar-07			25,000,000				5.3849				5.2500				25,468,750				24,989,083				101.92
0000X0XX0		FNMA 5 02/13/08					USD				1-Feb-07				1-Feb-07			22-Mar-07			25,000,000				5.3849				5.2500				25,437,500				24,976,372				101.85
000000XX0		T 4 06/15/09					USD				5-Feb-07				5-Feb-07			07-Mar-07			9,800,000				5.3849				5.2000				9,861,250				9,702,356				101.64
000000XX0		T 8 1/8 08/15/19					USD				13-Feb-07				13-Feb-07			OPEN			3,850,000				5.3849				5.2100				5,110,875				5,019,132				101.83
				UBS Securities LLC																								5.2412				236,473,138				232,345,941				101.78
																		Average Rebate Rate							5.2134				Total:				3,055,996,509				3,017,232,227				101.28

Where you area US person, you are receiving this statement from Dresdner Bank AG New York Branch, 75 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 30 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank A G New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

Page 16 of 16

SECURITIES LENDING

Summary Earnings Report

Date Range : 23-FEB-2007 To 23-FEB-2007

*Report was run:  19-Mar-2007  at 0:00 pm

										Average Contract   Amount								Net Earnings								DB Earnings								Client Earnings
NEW YORK
USD
GENERAL											2,203,912,147.5								8,652.98								1,730.60								6,922.39
XXXXXX ASSET MANAGEMENT											129,630,788.75								1,152.72								230.54								922.18
LOTTERY											334,517,688.96								2,122.24								424.45								1,697.79
MERGANSER CAPITAL											69,066,900.00								340.59								68.12								272.47
WELLINGTON											84,587,093.75								374.00								74.80								299.20
WESTERN ASSET											98,604,057.50								595.76								119.15								476.60
INCOME RESEARCH											68,488,735.00								349.05								69.81								279.24
ABERDEEN ASSET											38,730,035.00								197.80								39.56								158.24
DODGE & XXX											27,440,312.50								141.17								28.23								112.94
XXXXXXX PARTNERS											1,018,750.00								4.18								0.84								3.34
			CCY Total USD:								3,055,996,508.9								13,930.50								2,786.10								11,144.40

Where you are a US person, you are receiving this statement from Dresdner Bank AG New York Branch, 75 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 30 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank AG New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

Page 1 of 1

SECURITIES LENDING

Detailed Earnings Report

Date Range : 01-JAN-2007 To 19-MAR-2007

*Report was run:  19-Mar-2007  at 0:03 pm

		Symbol				Description				Settle Date								Effective        Date				Term  Date						Quantity								Contract Amount				Rebate Rate/Fee				Invest Yield				Spread				Client     Split				Net Earnings								DB Earnings				Client Earnings
NEW YORK
USD
Fund 1                  GENERAL
Counterparty       Bank of America Sec LLC
7018450			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								18-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.374354				0.049354				0.80				35.30								7.06				28.24
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								19-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.375527				0.050527				0.80				36.14								7.23				28.91
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								20-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.375528				0.050528				0.80				36.14								7.23				28.91
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								21-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.375527				0.050527				0.80				36.14								7.23				28.91
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								22-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.375510				0.050510				0.80				36.13								7.23				28.90
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								23-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.375455				0.050455				0.80				36.09								7.22				28.87
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								24-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.376757				0.051757				0.80				37.02								7.40				29.62
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								25-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.396416				0.071416				0.80				51.08								10.22				40.87
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								26-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.403998				0.078998				0.80				56.51								11.30				45.20
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								27-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.403997				0.078997				0.80				56.50								11.30				45.20
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								28-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.403999				0.078999				0.80				56.51								11.30				45.20
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								29-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.401362				0.076362				0.80				54.62								10.92				43.70
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								30-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.402526				0.077526				0.80				55.45								11.09				44.36
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								31-Jan-07				16-APR-07						25,000,000								25,750,000				5.32500				5.417132				0.092132				0.80				65.90								13.18				52.72
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								1-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.369732				0.044732				0.80				32.00								6.40				25.60
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								2-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.371764				0.046764				0.80				33.45								6.69				26.76
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								3-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.369398				0.044398				0.80				31.76								6.35				25.41
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								4-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.369398				0.044398				0.80				31.76								6.35				25.41
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								5-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.367112				0.042112				0.80				30.12								6.02				24.10
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								6-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.366651				0.041651				0.80				29.79								5.96				23.83
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								7-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.365375				0.040375				0.80				28.88								5.78				23.10
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								8-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.364693				0.039693				0.80				28.39								5.68				22.71
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								9-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.363559				0.038559				0.80				27.58								5.52				22.06
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								10-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.363558				0.038558				0.80				27.58								5.52				22.06
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								11-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.363558				0.038558				0.80				27.58								5.52				22.06
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								12-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.370074				0.045074				0.80				32.24								6.45				25.79
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								13-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.364373				0.039373				0.80				28.16								5.63				22.53
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								14-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.362411				0.037411				0.80				26.76								5.35				21.41
			00000XX00				GE 4 1/8 03/04/08				18-Jan-07								15-Feb-07				16-APR-07						25,000,000								25,750,000				5.32500				5.387438				0.062438				0.80				44.66								8.93				35.73

Page 1 of 201

SECURITIES LENDING

Detailed Earnings Report

Date Range : 01-JAN-2007 To 19-MAR-2007

*Report was run:  19-Mar-2007  at 0:03 pm

		Symbol		Description		Settle Date				Effective        Date		Term  Date				Quantity						Contract Amount				Rebate Rate/Fee				Invest Yield				Spread				Client     Split				Net Earnings						DB Earnings				Client Earnings
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				16-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.374142				0.044142				0.80				31.57						6.31				25.26
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				17-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.374142				0.044142				0.80				31.57						6.31				25.26
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				18-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.374142				0.044142				0.80				31.57						6.31				25.26
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				19-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.374142				0.044142				0.80				31.57						6.31				25.26
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				20-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.391172				0.061172				0.80				43.75						8.75				35.00
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				21-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.376126				0.046126				0.80				32.99						6.60				26.39
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				22-Feb-07		16-APR-07				25,000,000							25,750,000				5.33000				5.375845				0.045845				0.80				32.79						6.56				26.23
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				23-Feb-07		16-APR-07				25,000,000							25,750,000				5.33100				5.377541				0.046541				0.80				33.29						6.66				26.63
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				24-Feb-07		16-APR-07				25,000,000							25,750,000				5.33100				5.377540				0.046540				0.80				33.29						6.66				26.63
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				25-Feb-07		16-APR-07				25,000,000							25,750,000				5.33100				5.377540				0.046540				0.80				33.29						6.66				26.63
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				26-Feb-07		16-APR-07				25,000,000							25,750,000				5.33100				5.375036				0.044036				0.80				31.50						6.30				25.20
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				27-Feb-07		16-APR-07				25,000,000							25,750,000				5.33100				5.392223				0.061223				0.80				43.79						8.76				35.03
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				28-Feb-07		16-APR-07				25,000,000							25,750,000				5.33100				5.392681				0.061681				0.80				44.12						8.82				35.30
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				1-Mar-07		16-APR-07				25,000,000							25,750,000				5.33100				5.389004				0.058004				0.80				41.49						8.30				33.19
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				2-Mar-07		16-APR-07				25,000,000							25,750,000				5.33100				5.380830				0.049830				0.80				35.64						7.13				28.51
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				3-Mar-07		16-APR-07				25,000,000							25,750,000				5.33100				5.380829				0.049829				0.80				35.64						7.13				28.51
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				4-Mar-07		16-APR-07				25,000,000							25,750,000				5.33100				5.380829				0.049829				0.80				35.64						7.13				28.51
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				5-Mar-07		16-APR-07				25,000,000							26,000,000				5.33100				5.399769				0.068769				0.80				49.67						9.93				39.73
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				6-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.399989				0.068989				0.80				48.87						9.77				39.09
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				7-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.400091				0.069091				0.80				48.94						9.79				39.15
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				8-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.399625				0.068625				0.80				48.61						9.72				38.89
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				9-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.400240				0.069240				0.80				49.05						9.81				39.24
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				10-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.400240				0.069240				0.80				49.04						9.81				39.24
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				11-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.400240				0.069240				0.80				49.04						9.81				39.24
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				12-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.399921				0.068921				0.80				48.82						9.76				39.06
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				13-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.405421				0.074421				0.80				52.71						10.54				42.17
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				14-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.418381				0.087381				0.80				61.89						12.38				49.52
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				15-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.438609				0.107609				0.80				76.22						15.24				60.98
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				16-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.409575				0.078575				0.80				55.66						11.13				44.53
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				17-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.409575				0.078575				0.80				55.66						11.13				44.53
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				18-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.409575				0.078575				0.80				55.66						11.13				44.53
		00000XX00		GE 4 1/8 03/04/08		18-Jan-07				19-Mar-07		16-APR-07				25,000,000							25,500,000				5.33100				5.345647				0.014647				0.80				10.37						2.07				8.30
7018451		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				18-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.374354				0.049354				0.80				14.26						2.85				11.41
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				19-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.375527				0.050527				0.80				14.60						2.92				11.68
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				20-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.375528				0.050528				0.80				14.60						2.92				11.68

Page 2 of 201

SECURITIES LENDING

Detailed Earnings Report

Date Range : 01-JAN-2007 To 19-MAR-2007

*Report was run:  19-Mar-2007  at 0:03 pm

		Symbol		Description		Settle Date				Effective        Date		Term  Date				Quantity						Contract Amount				Rebate Rate/Fee				Invest Yield				Spread				Client     Split				Net Earnings						DB Earnings				Client Earnings
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				21-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.375527				0.050527				0.80				14.60						2.92				11.68
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				22-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.375510				0.050510				0.80				14.59						2.92				11.67
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				23-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.375455				0.050455				0.80				14.58						2.92				11.66
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				24-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.376757				0.051757				0.80				14.95						2.99				11.96
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				25-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.396416				0.071416				0.80				20.63						4.13				16.51
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				26-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.403998				0.078998				0.80				22.82						4.56				18.26
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				27-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.403997				0.078997				0.80				22.82						4.56				18.26
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				28-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.403999				0.078999				0.80				22.82						4.56				18.26
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				29-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.401362				0.076362				0.80				22.06						4.41				17.65
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				30-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.402526				0.077526				0.80				22.40						4.48				17.92
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				31-Jan-07		16-APR-07				10,000,000							10,400,000				5.32500				5.417132				0.092132				0.80				26.62						5.32				21.29
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				1-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.369732				0.044732				0.80				12.92						2.58				10.34
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				2-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.371764				0.046764				0.80				13.51						2.70				10.81
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				3-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.369398				0.044398				0.80				12.83						2.57				10.26
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				4-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.369398				0.044398				0.80				12.83						2.57				10.26
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				5-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.367112				0.042112				0.80				12.17						2.43				9.73
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				6-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.366651				0.041651				0.80				12.03						2.41				9.63
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				7-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.365375				0.040375				0.80				11.66						2.33				9.33
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				8-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.364693				0.039693				0.80				11.47						2.29				9.17
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				9-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.363559				0.038559				0.80				11.14						2.23				8.91
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				10-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.363558				0.038558				0.80				11.14						2.23				8.91
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				11-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.363558				0.038558				0.80				11.14						2.23				8.91
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				12-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.370074				0.045074				0.80				13.02						2.60				10.42
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				13-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.364373				0.039373				0.80				11.37						2.27				9.10
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				14-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.362411				0.037411				0.80				10.81						2.16				8.65
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				15-Feb-07		16-APR-07				10,000,000							10,400,000				5.32500				5.387438				0.062438				0.80				18.04						3.61				14.43
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				16-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.374142				0.044142				0.80				12.87						2.57				10.30
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				17-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.374142				0.044142				0.80				12.87						2.57				10.30
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				18-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.374142				0.044142				0.80				12.87						2.57				10.30
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				19-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.374142				0.044142				0.80				12.87						2.57				10.30
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				20-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.391172				0.061172				0.80				17.84						3.57				14.27
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				21-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.376126				0.046126				0.80				13.45						2.69				10.76
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				22-Feb-07		16-APR-07				10,000,000							10,500,000				5.33000				5.375845				0.045845				0.80				13.37						2.67				10.70
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				23-Feb-07		16-APR-07				10,000,000							10,500,000				5.33100				5.377541				0.046541				0.80				13.57						2.71				10.86
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				24-Feb-07		16-APR-07				10,000,000							10,500,000				5.33100				5.377540				0.046540				0.80				13.57						2.71				10.86

Page 3 of 201

SECURITIES LENDING

Detailed Earnings Report

Date Range : 01-JAN-2007 To 19-MAR-2007

*Report was run:  19-Mar-2007  at 0:03 pm

		Symbol		Description		Settle Date				Effective        Date		Term  Date				Quantity						Contract Amount				Rebate Rate/Fee				Invest Yield				Spread				Client     Split				Net Earnings						DB Earnings				Client Earnings
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				25-Feb-07		16-APR-07				10,000,000							10,500,000				5.33100				5.377540				0.046540				0.80				13.57						2.71				10.86
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				26-Feb-07		16-APR-07				10,000,000							10,500,000				5.33100				5.375036				0.044036				0.80				12.84						2.57				10.28
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				27-Feb-07		16-APR-07				10,000,000							10,500,000				5.33100				5.392223				0.061223				0.80				17.86						3.57				14.29
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				28-Feb-07		16-APR-07				10,000,000							10,500,000				5.33100				5.392681				0.061681				0.80				17.99						3.60				14.39
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				1-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.389004				0.058004				0.80				16.92						3.38				13.53
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				2-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.380830				0.049830				0.80				14.53						2.91				11.63
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				3-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.380829				0.049829				0.80				14.53						2.91				11.63
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				4-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.380829				0.049829				0.80				14.53						2.91				11.63
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				5-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.399769				0.068769				0.80				20.06						4.01				16.05
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				6-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.399989				0.068989				0.80				20.12						4.02				16.10
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				7-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.400091				0.069091				0.80				20.15						4.03				16.12
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				8-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.399625				0.068625				0.80				20.02						4.00				16.01
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				9-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.400240				0.069240				0.80				20.20						4.04				16.16
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				10-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.400240				0.069240				0.80				20.19						4.04				16.16
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				11-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.400240				0.069240				0.80				20.19						4.04				16.16
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				12-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.399921				0.068921				0.80				20.10						4.02				16.08
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				13-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.405421				0.074421				0.80				21.71						4.34				17.36
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				14-Mar-07		16-APR-07				10,000,000							10,600,000				5.33100				5.418381				0.087381				0.80				25.73						5.15				20.58
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				15-Mar-07		16-APR-07				10,000,000							10,600,000				5.33100				5.438609				0.107609				0.80				31.68						6.34				25.35
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				16-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.409575				0.078575				0.80				22.92						4.58				18.33
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				17-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.409575				0.078575				0.80				22.92						4.58				18.33
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				18-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.409575				0.078575				0.80				22.92						4.58				18.33
		00000XXX0		TOYOTA 5 1/2 09/22/1		18-Jan-07				19-Mar-07		16-APR-07				10,000,000							10,500,000				5.33100				5.345647				0.014647				0.80				4.27						0.85				3.42
																															Counterparty Total												3,481.67						696.33				2,785.33
Counterparty      UBS Securities LLC
6125430		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				1-Jan-07		OPEN				20,000,000							20,600,000				5.39250				5.397342				0.004842				0.80				2.77						0.55				2.22
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				2-Jan-07		OPEN				20,000,000							20,600,000				5.39250				5.396268				0.003768				0.80				2.16						0.43				1.72
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				3-Jan-07		OPEN				20,000,000							20,600,000				5.33000				5.381247				0.051247				0.80				29.32						5.86				23.46
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				4-Jan-07		OPEN				20,000,000							20,600,000				5.33000				5.380807				0.050807				0.80				29.07						5.81				23.26
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				5-Jan-07		OPEN				20,000,000							20,600,000				5.33000				5.379485				0.049485				0.80				28.32						5.66				22.65
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				6-Jan-07		OPEN				20,000,000							20,600,000				5.33000				5.379486				0.049486				0.80				28.32						5.66				22.65
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				7-Jan-07		OPEN				20,000,000							20,600,000				5.33000				5.379485				0.049485				0.80				28.32						5.66				22.65
		00000XXX0		TOYOTA 5.24 04/26/0		5-May-06				8-Jan-07		OPEN				20,000,000							20,600,000				5.33000				5.379186				0.049186				0.80				28.15						5.63				22.52

Page 4 of 201

SECURITIES LENDING

Detailed Earnings Report

Date Range : 01-JAN-2007 To 19-MAR-2007

*Report was run:  19-Mar-2007  at 0:03 pm

		Symbol		Description		Settle Date				Effective        Date		Term  Date				Quantity								Contract Amount				Rebate Rate/Fee				Invest Yield				Spread				Client     Split				Net Earnings								DB Earnings				Client Earnings
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				10-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.400240				0.150240				0.80				106.16								21.23				84.93
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				11-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.400240				0.150240				0.80				106.16								21.23				84.93
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				12-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.399921				0.149921				0.80				105.93								21.19				84.75
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				13-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.405421				0.155421				0.80				109.82								21.96				87.86
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				14-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.418381				0.168381				0.80				118.98								23.80				95.18
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				15-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.438609				0.188609				0.80				133.27								26.65				106.62
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				16-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.409575				0.159575				0.80				112.76								22.55				90.20
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				17-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.409575				0.159575				0.80				112.76								22.55				90.20
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				18-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.409575				0.159575				0.80				112.76								22.55				90.20
		0000X0XX0		FNMA 5 02/13/08		1-Feb-07				19-Mar-07		22-MAR-0					25,000,000								25,437,500				5.25000				5.345647				0.095647				0.80				67.58								13.52				54.07
7058200		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				27-Feb-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.392223				0.142223				0.80				100.99								20.20				80.79
		3I33XJVM7		FHLB 5.3 02/15/08		27-Feb-07				28-Feb-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.392681				0.142681				0.80				101.31								20.26				81.05
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				1-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.389004				0.139004				0.80				98.70								19.74				78.96
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				2-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.380830				0.130830				0.80				92.90								18.58				74.32
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				3-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.380829				0.130829				0.80				92.90								18.58				74.32
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				4-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.380829				0.130829				0.80				92.90								18.58				74.32
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				5-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.399769				0.149769				0.80				106.35								21.27				85.08
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				6-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.399989				0.149989				0.80				106.50								21.30				85.20
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				7-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.400091				0.150091				0.80				106.57								21.31				85.26
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				8-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.399625				0.149625				0.80				106.24								21.25				85.00
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				9-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.400240				0.150240				0.80				106.68								21.34				85.34
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				10-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.400240				0.150240				0.80				106.68								21.34				85.34
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				11-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.400240				0.150240				0.80				106.68								21.34				85.34
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				12-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.399921				0.149921				0.80				106.45								21.29				85.16
		3I33XJVM7		FHLB 5.3 02/15/08		27-Feb-07				13-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.405421				0.155421				0.80				110.36								22.07				88.29
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				14-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.418381				0.168381				0.80				119.56								23.91				95.65
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				15-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.438609				0.188609				0.80				133.93								26.79				107.14
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				16-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.409575				0.159575				0.80				113.31								22.66				90.65
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				17-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.409575				0.159575				0.80				113.31								22.66				90.65
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				18-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.409575				0.159575				0.80				113.31								22.66				90.65
		0000XXXX0		FHLB 5.3 02/15/08		27-Feb-07				19-Mar-07		22-MAR-0					25,000,000								25,562,500				5.25000				5.345647				0.095647				0.80				67.92								13.58				54.33
																																	Counterparty Total												43,978.55								8,795.71				35,182.84

Page 200 of 201

SECURITIES LENDING

Detailed Earnings Report

Date Range : 01-JAN-2007 To 19-MAR-2007

*Report was run:  19-Mar-2007  at 0:03 pm

Symbol

Description

Settle Date

Effective        Date

Term  Date

Quantity

Contract Amount

Rebate Rate/Fee

Invest Yield

Spread

Client     Split

Net Earnings

DB Earnings

Client Earnings

Fund 1 GENERAL

Fund Total

595,372.37

119,074.47

476,297.90

CCY Total USD:              595,372.37

119,074.47

476,297.90

Where you are a US person, you are receiving this statement from Dresdner Bank AG New York Branch, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank AG New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

Page 201 of 201

SECURITIES LENDING

ASSET / LIABILITY GAP REPORT

Public Fund

    25-FEB-2007

		Assets																								Liabilities																								Net
		Amount Invested				Avg Yield				Avg DTM				%												Contract Amt				Avg Rebate				DTM				%												Net Amt				Spread				DTM
USD
O/N			918,975,572				5.3560				1.0000				30.11												2,647,212,784				5.2069				1.0000				86.62												-1,728,237,212				14.9060				0.0000
2-7 Days			85,965,491				5.4405				2.6730				2.82
8-14 Days			174,918,288				5.3942				9.6270				5.73												11,163,650				5.2035				10.0000				0.37												163,754,638				19.0720				-0.3730
15-21 Days			598,638,679				5.3610				17.7070				19.62												185,210,575				5.2664				16.7810				6.06												413,428,104				9.4577				0.9260
22-31 Days			351,879,726				5.3970				24.7730				11.53												162,597,000				5.2483				24.8500				5.32												189,282,726				14.8654				-0.0770
32-61 Days			507,699,077				5.4052				52.8850				16.64												49,812,500				5.2500				51.0000				1.63												457,886,577				15.5170				1.8850
62-91 Days			388,768,029				5.4055				80.2950				12.74
92-181 Days
182-366 Days			25,000,000				5.4400				324.0000				0.82
367-732 Days
>2 Years
			3,051,844,862				5.3815				28.94				100.00												3,055,996,509				5.2134				4.07				100.00												-4,151,647				16.8014				24.87

Where you are a US person, you are receiving this statement from Dresdner Bank AG New York Branch, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Dresdner Bank AG New York Branch has acted as agent in respect of any transactions listed in this statement. Dresdner Bank AG New York Branch may from time to time appoint Dresdner Bank AG London Branch or another affiliated company as its agent for the provision of any investment services outside the US.

Where you are a non-US person, you are receiving this statement from Dresdner Bank AG London Branch, 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Regulated by the Financial Services Authority for the conduct of designated investment business in the UK, and a Member Firm of the London Stock Exchange. Dresdner Bank AG London Branch has acted as agent in respect of any transactions listed in this statement Dresdner Bank AG London Branch may from time to time appoint Dresdner Bank AG New York Branch as its agent for the provision of any investment services in the US.

Information about the time of any transaction contained in this statement is available on request

                             Page 1 of 1

Dresdner Bank AG as Agent 12:39:57      19 MAR 2007    Page:      1

Fund Fee/Rebate Statement

Date Range From 01 FEB 07 to 28 FEB 07

Barclays Capital, Inc (DEBARC)

Dept:
Contact:		R E B A T E S    P A Y A B L E Fund (NACMFC)

Bargain Ref		Settled Date		Act Date		F L		Eff     Date		Act		Quantity		Price		Value		Rate		Days		Amount Due		Total Due
AMERICAN EXPRESS CO AMERICAN EXPRESS CO																025816109
7024280		24JAN07				F		22FEB07		AL		21,700.00		60.0000		1,302,000.00		5.250000		4		759.50
								26FEB07		AR		21,700.00		60.0000		1,302,000.00		5.250000		0		0.00
								26FEB07		AL		21,700.00		60.0000		1,302,000.00		5.250000		0		0.00
								26FEB07		SR		21,700.00		60.0000		1,302,000.00		5.250000		1		189.88
								27FEB07		M		21,700.00		59.0000		1,280,300.00		5.250000		0		0.00
								27FEB07		F		21,700.00		59.0000		1,280,300.00		5.310000		1		188.84
								28FEB07		M		21,700.00		57.0000		1,236,900.00		5.310000		1		182.44
																				7		1,320.66		1,320.66		USD
																		Summary Rebates Payable						1,320.66		USD

		Fund Fee/Rebate Statement
Dresdner Bank AG as Agent				12:39:57      19 MAR 2007    Page:      1

Dresdner Bank AG as Agent 12:39:57      19 MAR 2007    Page:      2

Fund Fee/Rebate Statement

Date Range From 01 FEB 07 to 28 FEB 07

BNP PARIBAS Securities Corp (DEBNPA)

Dept:
Contact:		R E B A T E S   P A Y A B L E
		Fund (NACMFC)

		Settled				Act				F				Eff
Bargain Ref		Date				Date				L				Date				Act		Quantity				Price				Value				Rate				Days				Amount Due				Total Due
US BANCORP DELAWARE US BANCORP DELAWARE																													902973304
6361347			27DEC06				00XXX00				X				00XXX00			XXX			40,500.00				37.0000				1,498,500.00				5.200000				0				0.00
															01FEB07			SR			37,532.00				37.0000				1,388,684.00				5.200000				0				0.00
															01FEB07			F			37,532.00				37.0000				1,388,684.00				5.150000				14				2,781.23
															15FEB07			F			37,532.00				37.0000				1,388,684.00				5.200000				1				200.59
															16FEB07			M			37,532.00				38.0000				1,426,216.00				5.200000				0				0.00
															16FEB07			F			37,532.00				38.0000				1,426,216.00				5.150000				4				816.11
															20FEB07			F			37,532.00				38.0000				1,426,216.00				5.200000				1				206.01
															21FEB07			F			37,532.00				38.0000				1,426,216.00				5.150000				6				1,224.17
															27FEB07			AR			37,532.00				38.0000				1,426,216.00				5.150000				0				0.00
															27FEB07			AL			37,532.00				38.0000				1,426,216.00				5.150000				0				0.00
															27FEB07			F			37,532.00				38.0000				1,426,216.00				5.200000				1				206.01
															28FEB07			M			37,532.00				37.0000				1,388,684.00				5.200000				1				200.59
																																					28				5,634.71			5,634.71		USD
																																	Summary Rebates Payable											5,634.71		USD

		Fund Fee/Rebate Statement
Dresdner Bank AG as Agent				12:39:57      19 MAR 2007    Page:      2

Dresdner Bank AG as Agent 12:39:57      19 MAR 2007    Page:      3

Fund Fee/Rebate Statement

Date Range From 01 FEB 07 to 28 FEB 07

Bank of America Sec LLC (DEBOAC)

Dept:
Contact:		R E B A T E S   P A Y A B L E
		Fund (NACMFC)

		Settled				Act				F				Eff
Bargain Ref		Date				Date				L				Date				Act		Quantity				Price				Value				Rate				Days				Amount Due				Total Due
XXXXX FARGO & CO XXXXX FARGO & CO																													949746101
7044390			13FEB07								F				13FEB07			SL			71,900.00				37.0000				2,660,300.00				5.250000				2				775.92
															15FEB07			SR			0.00				0.0000				0.00				5.250000				0				0.00
															15FEB07			SR			0.00				0.0000				0.00				5.250000				0				0.00
															15FEB07			F			0.00				0.0000				0.00				5.312000				0				0.00
																																					2				775.92			775.92		USD
																																	Summary Rebates Payable											775.92		USD

		Fund Fee/Rebate Statement
Dresdner Bank AG as Agent				12:39:57      19 MAR 2007    Page:      3

Dresdner Bank AG as Agent 12:39:57      19 MAR 2007    Page:      4

Fund Fee/Rebate Statement

Date Range From 01 FEB 07 to 28 FEB 07

Credit Suisse Securities (USA) LLC (DECSFB)

Eleven Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Dept:
Contact:		R E B A T E S   P A Y A B L E
		Fund (NACMFC)

		Settled				Act				F				Eff
Bargain Ref		Date				Date				L				Date				Act		Quantity				Price				Value				Rate				Days				Amount Due				Total Due
ALCATEL ALSTHOM ADR 1X1 PROT ALCATEL LUCENT ADR 1X1 PROT																													013904305
6297150			240CT06				00XXX00				X				00XXX00			XXX			44,100.00				14.0000				617,400.00				5.200000				0				0.00
															01FEB07			F			44,100.00				14.0000				617,400.00				5.150000				4				353.29
															05FEB07			M			44,100.00				13.0000				573,300.00				5.150000				2				164.03
															07FEB07			M			44,100.00				14.0000				617,400.00				5.150000				8				706.58
															15FEB07			F			44,100.00				14.0000				617,400.00				5.200000				1				89.18
															16FEB07			F			44,100.00				14.0000				617,400.00				5.150000				4				353.29
															20FEB07			F			44,100.00				14.0000				617,400.00				5.200000				1				89.18
															21FEB07			F			44,100.00				14.0000				617,400.00				5.150000				6				529.94
															27FEB07			F			44,100.00				14.0000				617,400.00				5.200000				2				178.36
																																					28				2,463.85			2,463.85		USD
6341188			07DEC06				00XXX00				X				00XXX00			XXX			12,000.00				14.0000				168,000.00				5.200000				0				0.00
															01FEB07			F			12,000.00				14.0000				168,000.00				5.150000				4				96.13
															05FEB07			M			12,000.00				13.0000				156,000.00				5.150000				2				44.63
															07FEB07			M			12,000.00				14.0000				168,000.00				5.150000				8				192.27
															15FEB07			F			12,000.00				14.0000				168,000.00				5.200000				1				24.27
															16FEB07			F			12,000.00				14.0000				168,000.00				5.150000				4				96.13
															20FEB07			F			12,000.00				14.0000				168,000.00				5.200000				1				24.27
															21FEB07			F			12,000.00				14.0000				168,000.00				5.150000				6				144.20
															27FEB07			F			12,000.00				14.0000				168,000.00				5.200000				2				48.53
																																					28				670.43			670.43		USD
XXXXXX CORP XXXXXX CORPORATION																													034425108
7029309			29JAN07				00XXX00				X				00XXX00			XXX			84,000.00				12.0000				1,008,000.00				5.200000				0				0.00
															01FEB07			M			84,000.00				11.0000				924,000.00				5.200000				0				0.00
															01FEB07			F			84,000.00				11.0000				924,000.00				5.150000				12				1,586.20
															13FEB07			M			84,000.00				12.0000				1,008,000.00				5.150000				2				288.40
															15FEB07			F			84,000.00				12.0000				1,008,000.00				5.200000				1				145.60
															16FEB07			M			84,000.00				11.0000				924,000.00				5.200000				0				0.00
															16FEB07			F			84,000.00				11.0000				924,000.00				5.150000				4				528.73
															20FEB07			F			84,000.00				11.0000				924,000.00				5.200000				1				133.47
															21FEB07			F			84,000.00				11.0000				924,000.00				5.150000				1				132.18
															22FEB07			M			84,000.00				12.0000				1,008,000.00				5.150000				5				721.00
															27FEB07			F			84,000.00				12.0000				1,008,000.00				5.200000				1				145.60
															28FEB07			M			84,000.00				11.0000				924,000.00				5.200000				1				133.47
																																					28				3,814.65			3,814.65		USD
																																	Summary Rebates Payable											6,948.93		USD

		Fund Fee/Rebate Statement
Dresdner Bank AG as Agent				12:39:58      19 MAR 2007    Page:      4

EXHIBIT G

TRUST’S SECURITIES LENDING POLICY

Securities Lending Policy

This document sets forth the policy (the “Policy”) for the securities lending program (the “Program”) of The AAL Mutual Funds, The Lutheran Brotherhood Family of Funds, AAL Variable Product Series Fund, Inc. and LB Series Fund, Inc. (collectively, the “Funds” and each series or portfolio thereof, a “Fund”). This Policy applies to each Fund separately.

I. Available Assets.

The total amount of securities which may loaned pursuant to the securities lending program by an individual Fund may not exceed one-third (33 1/3%) of the total asset value, including collateral received in connection with such loans (at market value computed at the time of the loan), of the individual Fund.

II. Program Management.

A.             A written agreement (the “Agency Agreement”) between the Funds and the securities lending agent (the “Lending Agent”) must be in place prior to engaging in securities lending activities. The agreement must at a minimum specifically authorize the lending of securities, outline the lending agent’s authority to invest cash collateral, outline the lending agent’s responsibilities and liabilities with regard to custody and valuation of the collateral, and detail fee arrangements. The Agency Agreement shall also incorporate this Policy by reference and include a written acknowledgement by the Lending Agent of receipt of the Policy.

B.             Management responsibility for the Program is delegated by the Funds’ Boards of Directors/Trustees (the “Fund Boards”) to the Head of Fixed Income Investments for the Funds and the Portfolio Manager of the Funds’ Money Market Funds (together, the “Program Manager”), who shall be responsible for the implementation of the Program and the establishment of procedures consistent with this Policy The Director of Portfolio Compliance and/or the Manager of Securities Administration shall be responsible for monitoring the Program and compliance with this Policy.

C. The Program Manager’s responsibilities and duties include:

1. Reviewing Program performance annually with the Fund Boards;

2. Designating securities in a Fund’s portfolio that are not available for lending;

3. With the approval of the Chief Investment Officer, revising the guidelines set forth in Sections III and IV of this Policy (the “Securities Lending Guidelines”), provided that such revisions are reported to the Fund Boards at their next regularly scheduled meeting.

4. Approving updates to the broker/borrower list and lending limits as necessary;

5. Reviewing and evaluating the performance of the Program; and

6. Approving Lending Agents.

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III. Lending Guidelines

A. The Lending Agent may only lend securities whose country of issuance is listed on the Program Manager’s list of Approved Countries for Equity Lending and Fixed Income Lending, a copy of which is attached hereto as Exhibit A.

B. Collateralization

1. The required amount of collateralization upon the making of a loan shall be market value times the appropriate percentage for each security type:

a. Domestic Securities – 102%

b. International fixed income securities – 102%

c. International equity securities – 105%

2. If the market value of the given collateral falls to 100% or below of the loaned security market value, the Lending Agent shall obtain additional collateral to bring the collateralization back to initial margin requirement by the end of the next business day.

3. The following forms of collateral are acceptable:

a. Cash;

b. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities;

c. Irrevocable, non-negotiable standby letters of credit issued by a bank that qualifies as an investment company custodian bank under the 1940 Act or any “eligible foreign custodian” as defined in Rule 17f-5 under the 1940 Act; and

d. In connection with loans of internationally traded debt and equity securities made through the Euroclear Securities Lending and Borrowing Program of Xxxxxx Guaranty Trust Company of New York, a guaranty issued by the program sponsor to participants in that program.

C. Qualifications and Limits for Borrowers.

The Lending Agent shall provide the Program Manager at least annually a list of its approved borrowers. The Program Manager shall review the borrower list and approve or delete borrowers from the list as he or she deems appropriate. The Program Manager may establish lending limits per borrower. Throughout the year the Lending Agent shall notify the Program Manager of any additions to or deletions from the list. No securities shall be loaned to a borrower new to the list until such time as the Program Manager has approved the borrower.

D. Other Loan Terms.

Each loan of portfolio securities must be terminable at any time by the Lending Agent on behalf of the Fund at any time and the Borrower shall be required to return the loaned securities as promptly as practicable and in any event within the customary period for settlement of trades of such securities. Although voting rights may pass with the loaned securities, if a Fund becomes aware of a proxy involving a material event that is likely to affect the Fund’s investment in such securities, the Fund must direct the Lending Agent to take action to call the loan in time to vote the proxy

- 24 -

IV. Investment of Cash Collateral.

A. A Fund’s cash collateral may be invested in the following (the “Collateral Investment Pool”):

1. Money market funds, as defined under SEC Regulation 270.2a-7, which are approved by the Program Manager;

2. Money market instruments, including obligations of the U.S. Government and its agencies, and domestic money market instruments (commercial paper, bank time deposits, certificates of deposit and banker’s acceptances). Non-domestic money market instruments must be on the List of Approved Countries for Equity Lending and Fixed Income Lending, a copy of which is attached to this documents as Exhibit A;

3. Notes, bonds and debentures issued by the U.S. Government and its agencies, U.S. corporations Canadian, Supranational, and foreign sovereign entities;

4. Asset-backed securities;

5. Floating rate and variable rate securities; and

6. To help mitigate currency risk, non-U.S. G7 currency may be received as payment for loaned securities of the corresponding G7 country. The currency must be invested in the respective G7 country’s government security.

Unless specifically permitted by the Program Manager, investment in derivative securities is prohibited.

B. Quality Standards for Investments.

Securities must be rated at the required quality level by [both S&P and Xxxxx’x] [a nationally recognized statistical rating agency]:

Security		Minimum Credit Rating
Asset backed securities		Aaa/AAA
Money Market Instruments		A1/P1
Non-domestic US dollar denominated securities		A1/P1
Domestic corporate notes, bonds and debentures		A2/A
Domestic financial notes, bonds and debentures		A2/A
Canadian corporate notes, bonds and debentures		A2/A
Floating and variable rate securities
Final stated maturities two years or less		A2/A
Final stated maturities more than two years]		AA2/AA
Supranational and foreign (excluding Canada)		Aaa/AAA
Sovereign issues		A1/P1
Canadian government and provincial issues		A1/A+

C. Diversification of Investments

A Fund’s Collateral Investment Pool is subject to the following diversification limits:

Individual Issuer or Sector		Acceptable % of Collateral Pool
U.S. Government and Agencies		100%
Money Market Funds		100%
Any one issuer except US government & Agencies		5%
Any loan to a non-U.S. government issuer		10%

- 25 -

Zero-coupon government issues1		15%
Any one corporate sector, except financial sector		25%
Corporate financial sector		50%
Single repo broker		25%
Corporate debt and commercial paper		75%
Asset-backed securities		25%
Floating rate or variable rate securities		25%

Illiquid securities may not exceed 10% of a Fund’s collateral portfolio. Illiquid securities are issues not salable without material impact on sale proceeds.

D. Structure of Investments

1. No more than 40% of loans outstanding at any time may be term loans. Any such term loans must have matched collateral investments. The weighted average term of a Fund’s lent securities cannot exceed thirty (30) days. The weighted average life of the Collateral Investment Pool for a Fund shall not differ from the weighted average term of the outstanding Loans by such Fund by more than 15 days.

2. To maintain liquidity, a minimum of 25% of a Fund’s collateral investments shall be invested on an overnight basis.

3. A loan which may be called back by the Lending Agent upon one day’s notice shall be deemed to have a maturity of one day.

4. A Money Market Fund shall be deemed to have a maturity of one day.

5. Repurchase agreements shall have an overnight maximum maturity.

6. All other fixed coupon securities shall have maturities of one year or less or shall be puttable to the issuer within one year. Floating rate securities and/or variable rate securities with reset dates shall be considered to have matured on the reset date; provided, however that no floating or variable rate security may have a final maturity of more than two years.

The Lending Agent shall provide the Program Manager annually with a list of short-term indexes to be used for floating or variable rate securities. The Program Manager shall review the list and approve or delete indexes as it deems appropriate. The Lending Agent may invest in floating or variable rate securities where market values are reasonably expected to return to par at the time of an interest rate adjustment. Securities that are linked to more than one index, that float inversely to the underlying index, that have caps, or that do not have a consistent spread to the underlying index for the life of the security are prohibited without prior approval from the Program Manager.

V. Monitoring and Reporting

A. The Lending Agent shall provide daily access to securities lending activity. The Director of Portfolio Compliance and/or the Manager of Securities Administration shall be responsible for monitoring daily activity.

B. The Lending Agent shall provide reports at least quarterly detailing the securities on loan, the borrower for each loaned security, the Collateral Investment Pool, and income generated by the Program. The Program Manager and the Director of Portfolio Compliance shall be responsible for monitoring the reports.

¹  U.S T-bills, commercial paper, US agency discount notes are not considered zero-coupon

- 26 -

C. The Director of Portfolio Compliance shall monitor compliance with this Policy and the Agency Agreement. Any violation shall be reported to the Portfolio Compliance and Valuation Committee for appropriate corrective action. Any such action shall be reported to the Fund Boards at their next regularly scheduled meeting.

D. The President, any Vice President or the Treasurer of the Funds is authorized to sign the Agency Agreement and any amendments thereto.

- 27 -