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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011 AND 2010 AND FOR THE YEAR ENDED DECEMBER 31, 2011:
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Statements of Net Assets Available for Benefits
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2
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Statement of Changes in Net Assets Available for Benefits
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3
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Notes to Financial Statements
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4-11
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SUPPLEMENTAL SCHEDULES:
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Schedule H, Line 4i - Schedule of Assets (Held At End Of Year) as of December 31, 2011
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12
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Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2011
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13 |
SIGNATURES
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14
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2011
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2010
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PARTICIPANT DIRECTED INVESTMENTS, AT FAIR VALUE:
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Mutual Funds:
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Fixed Income:
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PIMCO Total Return Administrative Fund
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$ | 3,341,884 | $ | 3,703,430 | ||||
Equity:
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Alger Mid Cap Growth Retirement Portfolio Fund
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- | 790,983 | ||||||
Columbia Midcap Index Fund Investor A
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762,003 | - | ||||||
American Beacon Large Cap Value Fund
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1,365,836 | 1,279,335 | ||||||
Artio International Equity II Fund
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1,034,974 | 1,401,153 | ||||||
Janus Adviser Large Cap Growth Fund
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441,024 | 442,716 | ||||||
Neuberger Berman Genesis Fund Trust
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3,066,218 | 2,867,834 | ||||||
SSgA S&P 500 Index Fund
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2,326,163 | 2,170,514 | ||||||
Total mutual funds
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$ | 12,338,102 | $ | 12,655,965 | ||||
Collective Investment Funds:
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Sunrise Retirement Diversified Equity Fund
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45,691 | 42,617 | ||||||
Sunrise Retirement Diversified Equity With Income Fund
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126,055 | 80,718 | ||||||
Sunrise Retirement Balanced Equity Fund
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161,912 | 191,247 | ||||||
Sunrise Retirement Balanced Fund
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384,538 | 370,986 | ||||||
Sunrise Retirement Diversified Income Fund
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330,906 | 241,646 | ||||||
Sunrise Retirement Income Fund
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35,224 | 4,825 | ||||||
Sunrise Retirement Capital Preservation Fund
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73,641 | 27,620 | ||||||
Total collective investment funds
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1,157,967 | 959,659 | ||||||
Stable Value Funds:
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Wells Fargo Stable Value Class C Fund
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10,503,342 | 1,044,213 | ||||||
SEI Stable Asset Fund (which includes guaranteed insurance contracts or synthetic guaranteed insurance contracts totaling $7,670,502 at December 31, 2010)
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- | 8,840,248 | ||||||
Total Stable Value Funds
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10,503,342 | 9,884,461 | ||||||
Employer Stock Fund:
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Dime Community Bancshares, Inc. Common Stock Fund (which includes an investment in liquid money market funds of $288,858 at December 31, 2011 and $335,339
at December 31, 2010)
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8,341,955 | 7,941,477 | ||||||
TOTAL INVESTMENTS AT FAIR VALUE
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$ | 32,341,366 | 31,441,562 | |||||
EMPLOYER CONTRIBUTIONS RECEIVABLE
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623,408 | 588,933 | ||||||
NOTES RECEIVABLE FROM PARTICIPANTS
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588,312 | 619,507 | ||||||
TOTAL ASSETS
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$ | 33,553,086 | $ | 32,650,002 | ||||
ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT RESPONSIVE INVESTMENT CONTRACTS
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(266,353 | ) | 121,420 | |||||
NET ASSETS AVAILABLE FOR BENEFITS
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$ | 33,286,733 | $ | 32,771,422 |
2011
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INVESTMENT LOSS:
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Net (depreciation) appreciation in fair value of investments:
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Fixed income mutual funds
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$ | 2,235 | ||
Equity mutual funds
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(445,218 | ) | ||
Collective investment funds
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163,069 | |||
Employer stock fund
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(986,284 | ) | ||
Total net depreciation in fair value of investments
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(1,266,198 | ) | ||
Interest and dividend income
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688,319 | |||
TOTAL INVESTMENT LOSS:
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(577,879 | ) | ||
ADDITIONS:
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Participant contributions
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1,344,964 | |||
Rollover contributions
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27,124 | |||
Employer contributions
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623,408 | |||
TOTAL ADDITIONS
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1,995,496 | |||
DEDUCTIONS:
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Benefits paid to participants
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845,863 | |||
Administrative expenses
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56,443 | |||
TOTAL DEDUCTIONS
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902,306 | |||
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
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515,311 | |||
NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning of year
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32,771,422 | |||
End of year
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$ | 33,286,733 |
a.
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General – The Plan is a defined contribution plan covering all eligible employees. The Employee Benefits Committee, comprised of members of both the Board of Directors and management of the Dime Savings Bank of Williamsburgh (the "Bank" or "Plan Sponsor"), oversees the operation and administration of the Plan. It is subject to the provisions of the Employee Retirement Security Act of 1974, as amended ("ERISA").
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b.
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Eligibility and Participation – Participation in the Plan is voluntary. An employee shall become an eligible employee if he or she has completed a period of service of at least one year, and is a salaried employee. An employee is not an eligible employee if he or she is compensated principally on an hourly, daily, commission, or retainer basis, or has waived any claim to membership in the Plan.
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c.
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Contributions – Employee contributions of up to 25% of compensation, as defined in the Plan document, are permitted. There are currently no direct contributions to the Plan required to be made by Dime Community Bancshares, Inc. (the “Company”), the parent company of the Bank, or the Bank.
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d.
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Participant Accounts – Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contributions, the Company's or Bank’s contribution and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based upon participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
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e.
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Vesting – All participants are 100% vested in the value of the annual employer contribution to the Plan and any investment income that these funds may earn. Participant contributions and earnings thereon are nonforfeitable.
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f.
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Investment Options – Participants direct the investment of both their existing individual account balances and their contribution amounts into various options offered by the Plan. As of December 31, 2011, there were sixteen investment options available in the Plan, which included one fixed income mutual fund, six equity mutual funds, seven collective investment funds, one employer stock fund and one stable value fund.
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All investment options are participant directed. Pentegra Asset Management ("Pentegra" or "Trustee") acts as trustee for the Plan.
Transfers between investment alternatives and rollover contributions to the Plan are placed in any of the above funds in multiples of 1%, at the election of the participant.
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g.
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Notes Receivable from Participants – Notes receivable from participants (or “Participant loans”) are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants' account balances.
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At or for the Year Ended December 31, 2011
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Balance at the beginning of the period
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$ 619,507
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Loans originated
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248,786
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Loan principal repayments*
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(247,858)
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Distributions
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(32,123)
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Balance at the end of the period
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$ 588,312
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h.
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Payment of Benefits – On termination of services due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested balance in his or her account, or annual installments over a ten-year period. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution or annual installments limited to a ten-year period.
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i.
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Plan Termination – Although the Company or Bank has not expressed any intent to terminate the Plan, it has the right to terminate the Plan subject to the provisions of ERISA.
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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a.
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Basis of Accounting – The accompanying financial statements have been prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
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b.
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Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
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c.
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Risks and Uncertainties – The Plan provides for various investment options. Investment securities, in general, are exposed to various risks, such as interest rate, credit, liquidity and overall market volatility. Due to the level of risk associated with certain investment securities, and the sensitivity of certain fair values to changes in the valuation assumptions, it is reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.
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d.
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Investment Valuation and Income Recognition – The Plan's investments are stated at fair value. All fixed income and equity mutual funds investments of the Plan are publicly registered and traded on national securities exchanges, and are therefore carried at fair value based on their quoted market prices at the end of the year (level 1 inputs). The Plan's collective investment funds, other than stable value funds, are carried at fair value based on the Plan’s proportionate share of units of beneficial interest in the respective funds and the net asset values of the funds (level 2 inputs). The assets underlying the collective investment funds are fully comprised of various registered mutual funds that are publicly traded. The collective investment funds, other than stable value funds, allow for daily redemptions at net asset value, with no advance notice requirement.
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e.
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Valuation and Presentation of The Stable Value Funds – While Plan investments are presented at fair value in the statements of net assets available for benefits, any material difference between the fair value of the Plan’s indirect interest in fully benefit responsive investment contracts and their contract value is presented as an adjustment line in the statements of net assets available for benefits, because contract value is the relevant measurement attribute for that portion of the Plan’s net assets available for benefits. Contract value represents contributions made to a contract, plus earnings, less participant withdrawals and administrative expenses. Participants that invest indirectly in fully benefit responsive investment contracts may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The Plan holds an indirect interest in such contracts through its investment in stable value funds.
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f.
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Administrative Expenses - The Bank will pay the ordinary expenses of the Plan and compensation of the Trustee to the extent required, except that any expenses directly related to the Plan, such as transfer taxes, brokers’ commissions, registration charges, or administrative expenses of the Trustee, shall be paid from the Plan or from such investment account to which such expenses directly relate. The Bank may charge employees all or part of the reasonable expenses associated with withdrawals and other distributions, loans or account transfers.
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3.
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FAIR VALUE MEASUREMENTS
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In accordance with Accounting Standards Codification ("ASC") 820 the Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; or Level 3, which refers to securities valued based on significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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At December 31, 2011
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Fair Value Measurements Using
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Description
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Quoted Prices in Active Markets for Identical Assets (Level 1)
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Significant Other Observable Inputs (Level 2)
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Significant Unobservable Inputs
(Level 3)
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Domestic Fixed Income mutual fund (1)
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$ | 3,341,884 | $ | - | $ | - | ||||||
Domestic Equity mutual funds (1)
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7,961,244 | - | - | |||||||||
Equity Mutual Fund with Domestic and International Holdings (1)
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1,034,974 | - | - | |||||||||
Wells Fargo Stable Value Class C Fund (2)
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- | 10,503,342 | - | |||||||||
Collective investment fund with domestic and international equity mutual fund holdings (1)
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- | 45,691 | - | |||||||||
Collective investment funds with domestic equity and fixed income mutual fund holdings (1)
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- | 108,865 | - | |||||||||
Collective investment funds with domestic and international equity and domestic fixed income mutual fund holdings (1)
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- | 1,003,411 | - | |||||||||
Employer stock fund (1)
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8,341,955 | - | - |
At December 31, 2010
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Fair Value Measurements Using
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Description
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Quoted Prices in Active Markets for Identical Assets (Level 1)
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Significant Other Observable Inputs (Level 2)
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Significant Unobservable Inputs
(Level 3)
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Domestic Fixed Income mutual fund (1)
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$ | 3,703,430 | $ | - | $ | - | ||||||
Domestic Equity mutual funds (1)
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7,551,382 | - | - | |||||||||
Equity Mutual Fund with Domestic and International Holdings (1)
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1,401,153 | - | - | |||||||||
SEI Stable Asset Fund (2)
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- | 8,840,248 | - | |||||||||
Wells Fargo Stable Value Class C Fund (2)
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- | 1,044,213 | - | |||||||||
Collective investment fund with domestic and international equity mutual fund holdings (1)
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- | 42,617 | - | |||||||||
Collective investment funds with domestic equity and fixed income mutual fund holdings (1)
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- | 32,445 | - | |||||||||
Collective investment funds with domestic and international equity and domestic fixed income mutual fund holdings (1)
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- | 884,597 | - | |||||||||
Employer stock fund (1)
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7,941,477 | - | - |
4.
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EXEMPT PARTY-IN-INTEREST TRANSACTIONS
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5.
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INVESTMENTS
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Fair Value at December 31,
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2011
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2010
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PIMCO Total Return Administrative Fund
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$ | 3,341,884 | $ | 3,703,430 | |||||
Neuberger Berman Genesis Fund Trust
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3,066,218 | 2,867,834 | |||||||
SSgA S&P 500 Index Fund
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2,326,163 | 2,170,514 | |||||||
SEI Stable Asset Fund **
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- | 8,840,248 | |||||||
Wells Fargo Stable Value Class C Fund**
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10,503,342 | 1,044,213 | * | ||||||
Dime Community Bancshares, Inc. Common Stock Fund
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8,341,955 | 7,941,477 |
PIMCO Total Return Administrative Fund
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$ | 2,235 | |||
Alger Mid Cap Growth Retirement Portfolio Fund
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(73,990 | ) | |||
Columbia Midcap Index Fund - Investor A
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16,531 | ||||
American Beacon Large Cap Value Fund
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(74,406 | ) | |||
Artio International Equity II Fund
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(318,834 | ) | |||
Janus Adviser Large Cap Growth Fund
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(30,358 | ) | |||
Neuberger Berman Genesis Fund Trust
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37,088 | ||||
SSgA S&P 500 Index Fund
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(1,249 | ) | |||
Wells Fargo Stable Value Class C Fund
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163,952 | ||||
SEI Stable Asset Fund
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7,285 | ||||
Sunrise Retirement Diversified Equity Fund
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(2,529 | ) | |||
Sunrise Retirement Diversified Equity With Income Fund
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(4,632 | ) | |||
Sunrise Retirement Balanced Equity Fund
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(4,826 | ) | |||
Sunrise Retirement Balanced Fund
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(2,954 | ) | |||
Sunrise Retirement Diversified Income Fund
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4,166 | ||||
Sunrise Retirement Income Fund
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801 | ||||
Sunrise Retirement Capital Preservation Fund
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1,806 | ||||
Dime Community Bancshares, Inc. Common Stock Fund
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(986,284 | ) | |||
$ | (1,266,198 | ) |
6.
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FEDERAL INCOME TAX STATUS
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As of December 31,
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2011
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2010
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Net assets available for benefits per the financial statements
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$ | 33,286,733 | $ | 32,771,422 | |||||
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
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266,353 | (121,420 | ) | ||||||
Net Assets Per Form 5500
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$ | 33,553,086 | $ | 32,650,002 |
For the Year Ended
December 31, 2011
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Increase in net assets available for benefits per the financial statements
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$ | 515,311 | |||
Change in adjustment from contract value to fair value for fully benefit-responsive investment contracts
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387,773 | ||||
Net income per Form 5500
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$ | 903,084 |
Name of Plan Sponsor: | The Dime Savings Bank of Williamsburgh | |
Employer Identification Number (EIN): | 11-0685750 | |
Three Digit Plan Number (PIN): | 002 |
(a)
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(b)
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(c)
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(d)
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(e)
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Party In Interest
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Identity of Issue
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Description of Investments
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Cost
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Current Value
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REGISTERED MUTUAL FUNDS:
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PIMCO
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Total Return Administrative Fund
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** | $ | 3,341,884 | ||||||
Columbia
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Midcap Index Fund Investor A
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** | 762,003 | |||||||
American Beacon
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Large Cap Value Fund
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** | 1,365,836 | |||||||
Artio Global Investors
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International Equity II Fund
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** | 1,034,974 | |||||||
Janus Advisers
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Large Cap Growth Fund
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** | 441,024 | |||||||
Neuberger Berman
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Genesis Fund Trust
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** | 3,066,218 | |||||||
State Street Global Advisors
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S&P 500 Index Fund
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** | 2,326,163 | |||||||
Total Registered Mutual Funds
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12,338,102 | |||||||||
COLLECTIVE INVESTMENT FUNDS:
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TD AMERITRADE Trust Company
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Sunrise Retirement Diversified Equity Fund
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** | 45,691 | |||||||
TD AMERITRADE Trust Company
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Sunrise Retirement Diversified Equity With Income Fund
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** | 126,055 | |||||||
TD AMERITRADE Trust Company
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Sunrise Retirement Balanced Equity Fund
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** | 161,912 | |||||||
TD AMERITRADE Trust Company
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Sunrise Retirement Balanced Fund
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** | 384,538 | |||||||
TD AMERITRADE Trust Company
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Sunrise Retirement Diversified Income Fund
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** | 330,906 | |||||||
TD AMERITRADE Trust Company
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Sunrise Retirement Income Fund
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** | 35,224 | |||||||
TD AMERITRADE Trust Company
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Sunrise Retirement Capital Preservation Fund
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** | 73,641 | |||||||
Total Collective Investment Funds
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1,157,967 | |||||||||
STABLE VALUE FUND:
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Wells Fargo
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Wells Fargo Stable Value Class C Fund
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** | 10,503,342 | |||||||
EMPLOYER STOCK FUND:
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*
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Dime Community Bancshares, Inc.
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Employer Common Stock Fund
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** | 8,341,955 | ||||||
PARTICIPANT LOANS
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*
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Participant Loans Receivable (115 loans with interest rates
ranging from 4.25% to 9.25%)
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588,312 | ||||||||
TOTAL
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$ | 32,929,678 |
Name of Plan Sponsor: | The Dime Savings Bank of Williamsburgh | |
Employer Identification Number (EIN): | 11-0685750 | |
Three Digit Plan Number (PIN): | 002 |
Check here if Late Participant Loan
Repayments are Included
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Total that Constitute Nonexempt Prohibited Transactions*
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Total Fully Corrected Under VFCP and PTE 2002-51
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Contributions Not Corrected
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Contributions Corrected Outside VFCP
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Contributions Pending Correction in VFCP
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-
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$366
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-
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-
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