| þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Supplemental Information |
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Consent |
19 | |||||||
| EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||||||
| 2007 | 2006 | |||||||
Assets: |
||||||||
Investments, at fair value (Note 3): |
||||||||
Collective investment trusts
|
||||||||
DWS Stable Value Fund |
$ | 3,844,417 | $ | 3,350,254 | ||||
DWS Stock Index Fund |
5,724,225 | 5,193,659 | ||||||
Common stock |
6,587,981 | 8,986,283 | ||||||
Mutual funds: |
||||||||
Bonds |
1,578,207 | 1,480,311 | ||||||
Balanced |
5,703,291 | 4,626,445 | ||||||
Equity |
15,452,328 | 12,077,683 | ||||||
Personal access fund |
356,335 | 234,815 | ||||||
Participant loans |
1,261,049 | 1,114,971 | ||||||
| 40,507,833 | 37,064,421 | |||||||
Non-interest bearing cash |
— | 34 | ||||||
Net assets available for benefits, at fair value |
40,507,833 | 37,064,455 | ||||||
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
69,472 | 101,746 | ||||||
Net assets available for benefits |
$ | 40,577,305 | $ | 37,166,201 | ||||
2
Additions: |
||||
Additions to net assets attributed to: |
||||
Investment income (loss): |
||||
Net depreciation in fair value of investments (Note 3) |
$ | (716,124 | ) | |
Interest and dividends |
1,918,267 | |||
| 1,202,143 | ||||
Contributions: |
||||
Participant |
2,851,872 | |||
Employer |
2,249,961 | |||
| 5,101,833 | ||||
Total additions |
6,303,976 | |||
Deductions: |
||||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
2,892,872 | |||
Total deductions |
2,892,872 | |||
Net increase |
3,411,104 | |||
Net assets available for benefits: |
||||
Beginning of year |
37,166,201 | |||
End of year |
$ | 40,577,305 | ||
3
| (1) | Description of the Plan | |
| The following description of the Rockland Trust Company (Company) Employee Savings, Profit Sharing and Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions. |
| (a) | General | ||
| The Plan is a defined contribution plan that is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | |||
| The Plan covers employees of the Company who meet specified eligibility requirements. DWS Scudder (named Scudder Investments until February 2, 2006) is the custodian and trustee of the Plan. | |||
| Effective July 1, 2006, the Plan was amended to add defined cash contribution features to the Plan based on 5.00% of each eligible participant’s compensation for the plan year that are intended to satisfy the “safe harbor” provisions of the Internal Revenue Code and a supplemental non-elective contribution equal to 5% of the amount by which an employee’s compensation exceeds the Social Security wage base. However, for the plan year ending December 31, 2006, a participant’s excess compensation included only the amount of the participant’s compensation attributable to the period from July 1 through December 31, 2006 in excess of 50% of the integration level in effect for such plan year. | |||
| Effective July 1, 2005, the Plan was amended and restated to incorporate previous amendments and to include a Company Stock Account allowing participants electing the Company stock as an investment option to receive dividends paid on Company stock to be paid in either cash or reinvested into the Plan. Additionally, the amended and restated Plan allows for employees to contribute greater levels of compensation subject to Internal Revenue Service (IRS) limitations (see Contributions note below). | |||
| The original plan was created on September 9, 1971 with several amendments made in the years to follow mostly to comply with provisions of the Internal Revenue Code (IRC) Section 401(k) and the Tax Reform Act of 1986. |
4
| (b) | Eligibility | ||
| An employee becomes a participant in the Plan upon date of employment. However, to share in any Company contributions to the Plan (see Contributions note below), a participant must have completed one year of service (defined as at least 1,000 hours of service in the first twelve consecutive months of employment). After meeting that eligibility requirement, there are other requirements that a participant must meet to share in Company matching, qualified nonelective or discretionary contributions, as follows: |
| (c) | Contributions | ||
| Under the provisions of the Plan, subject to IRS limitations, employees who participate in the Plan may contribute up to 99% of their compensation each payroll period on a pre-tax basis and up to an additional 10% of their compensation on an after-tax basis. However, the total contribution may not exceed 99% of compensation. For the year 2007, the IRS contribution limit was $15,500 with a $5,000 catch-up provision for participants age 50 or above. | |||
| Under the Plan, the Company will contribute the following: |
| 1) | a matching contribution equal to 25% of the amount of the salary reduction (less any catch up contributions) the employee elected to defer (limited to 6% of the employee’s payroll period compensation); and | ||
| 2) | for each nonhighly compensated participant, a qualified nonelective contribution equal to a uniform percentage of compensation, which percentage will be determined by the Company. | ||
| 3) | a non-elective contribution in an amount equal to 5% of the employee’s compensation that exceeds the social security wage base for that year (this non-elective contribution was effective for compensation earned between July 1, 2006 through December 31, 2006 for the 2006 plan year). | ||
| 4) | a supplemental non-elective contribution equal to 5% of the amount by which an employee’s compensation exceeds the Social Security wage base (an amount published each year by the Social Security Administration, and indexed for inflation). For 2007 the Social Security wage |
5
| base is $97,500. The supplemental non-elective contribution is also subject to certain other limits imposed by the Internal Revenue Code. | |||
| 5) | a discretionary contribution for employees that are actively employed on the last day of the plan year. |
| No discretionary contributions were made in 2007 and 2006. The discretionary contribution is allocated to the individual accounts of qualifying participants in the ratio that each qualifying participant’s compensation for the plan year bears to the total compensation of all qualifying participants. | |||
| The Plan was previously amended to provide for automatic enrollment into the Plan. Any employee hired by the Company on or after January 1, 2006, will become automatically enrolled in the Plan and will be deemed to have made an election to defer 6% of his or her compensation commencing with the first payroll period following thirty (30) days of employment. Provided, however, that no such deemed election shall be implemented unless the participant has been given a notice that explains this enrollment feature and their right to elect a different deferral election (or no deferral). | |||
| (d) | Vesting and Distribution of Benefits | ||
| Participants are immediately 100% vested in all contributions plus actual earnings thereon upon eligibility. | |||
| Upon termination of service due to death, disability, or retirement, a participant may elect to receive an amount equal to the value of the participant’s interest in his or her account. The amended and restated Plan allows the form of payment to be a lump-sum distribution (rollover treatment, if eligible), or installment payments over a period of not more than the employee’s assumed life expectancy. Previously, the forms of payment were a lump-sum distribution (rollover treatment, if eligible), a stream of payments to be paid in monthly installments over a 10- to 15-year period, or installment payments in a fixed amount. However, if the employee’s vested benefits under the Plan do not exceed $5,000, the benefit will be distributed in a single lump-sum distribution (rollover treatment required by the Internal Revenue Service if timely notice is not received from the employee). | |||
| Distribution of benefits attributable to investments other than those attributable to the Company Stock Account will be in the form of cash. Distribution of benefits attributable to the Company Stock Account will be in the form of cash, Company stock, or both. Participants (or beneficiaries) may demand distribution in the form of Company stock for benefits attributable to the Company Stock Account. | |||
| (e) | Participant’s Accounts | ||
| Each participant’s account is credited with the participant’s contribution and allocations of (i) the Company’s contributions and (ii) Plan earnings. Allocations are based on participant earnings or |
6
| 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. | |||
| (f) | Investment Options | ||
| Participants are offered 15 investment portfolios into which they can direct their contributions. | |||
| Employer matching contributions are allocated among options in the same percentages as the employee contributions. A description of each investment option is provided below: | |||
| DWS Stable Value Fund | |||
| This fund seeks to provide principal stability, a competitive yield (as compared with money market instruments) and reliable liquidity from a portfolio of high-quality instruments, including guaranteed investment contracts (GICs), bank investment contracts (BICs), synthetic contracts, private placements, and cash equivalents. | |||
| DWS Stock Index Fund | |||
| This fund seeks to match, before fees and expenses, the performance of the Standard & Poor’s (S&P) 500 Stock Index, which emphasizes stocks of large U.S. companies. The S&P 500 is an index of 500 common stocks of U.S. companies that is often used as a benchmark for the U.S. stock market. | |||
| Personal Access Fund | |||
| This is an investment option that seeks to provide investment flexibility to participants by enabling them to set up their own brokerage account through State Street Brokerage. It allows participants to buy and sell other securities and/or mutual funds not available through the Plan. The participant pays all brokerage fees. | |||
| DWS Core Plus Income Fund | |||
| This fund seeks to maximize total return consistent with preservation of capital and prudent investment management by investing for both current income and capital appreciation. | |||
| DWS Balanced Fund | |||
| This fund seeks the highest total return, a combination of income and capital appreciation, consistent with reasonable risk. | |||
| DWS Large Company Growth Fund | |||
| This fund seeks long-term growth of capital by investing primarily in common stocks issued by established companies with potential for long-term gains. |
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| DWS Large Cap Value Fund | |||
| This fund seeks long-term capital appreciation, with current income as a secondary objective, by investing primarily in undervalued stocks of companies with sound finances. | |||
| Janus Balanced Fund | |||
| This fund seeks long-term growth of capital, balanced by current income. | |||
| Janus Research Fund (Renamed from Janus Mercury Fund on 12/30/06) | |||
| This fund seeks long-term growth of capital by investing in common stocks of issuers of any size, which may include larger, well-established issuers and smaller, emerging growth companies. | |||
| Janus Twenty Fund | |||
| This fund seeks long-term growth of capital by investing primarily in common stocks of companies that offer rapid growth potential. The fund concentrates its investments in a core position of 20-30 common stocks. | |||
| DWS Dreman High Return Equity Fund | |||
| This fund seeks to achieve a high rate of total return. The investment strategy of this fund is to employ a low price to earnings approach and an emphasis on financially solid companies that provide the opportunity for above-market returns. | |||
| Neuberger Berman Genesis Trust Fund | |||
| This fund seeks capital appreciation through investment in common stocks of companies with small market capitalization, which it defines as those with a total market value of no more than $1.5 billion at time of purchase. | |||
| Neuberger Berman International Trust Fund | |||
| The fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of foreign issuers. | |||
| Templeton Foreign Fund | |||
| This fund seeks long-term capital growth by investing primarily in the equity securities of companies located outside the United States, including emerging markets. | |||
| Independent Bank Corp. Stock | |||
| This investment is exclusively in the common stock of Independent Bank Corp., the parent company of Rockland Trust Company. | |||
| (g) | Investment Contracts which include Insurance and Investment Contracts |
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| The Plan offers DWS Stable Value Trust which fully invests its funds into Pyramid Stable Value Fund. Pyramid Stable Value Fund invests in many securities including guaranteed investment contracts (GICs), GIC alternatives such as Separate Account GICs or synthetic GICs. Pyramid Stable Value Fund may also invest in a portfolio of marketable fixed income securities and other financial instruments (collectively called Portfolio Securities), for which Deutsche Bank Trust Company Americas (Deutsche Bank), the trustee, may enter into one or more agreements (Liquidity Agreements) in the name of the Pyramid Stable Value Fund, in order to provide book value liquidity for Portfolio Securities sold from the Pyramid Stable Value Fund to make plan participant-directed withdrawals. Liquidity agreements may be issued by banks (other than Deutsche Bank or any of its affiliates), insurance companies or other financial institutions domestic or foreign. The combination of one or more Portfolio Securities and a Liquidity Agreement is considered a GIC Alternative or Synthetic GIC. In a synthetic GIC structure, the underlying investments are owned by the Pyramid Stable Value Fund. The GICs included in the Stable Value Fund represent fully benefit-responsive investment contracts with Deutsche Bank. | |||
| The difference between valuation at contract value and fair value is reflected over time through the crediting rate formula provided for in the underlying fund’s “wrapper” contracts. To the extent that the underlying fund has unrealized and realized losses (that are accounted for, under contract value accounting, through a positive value of the wrapper contract), the interest crediting rate may be lower over time than then-current market rates. Similarly, if the underlying portfolio generated realized and unrealized gains (reflected in a negative wrapper value adjustment under contract value accounting), an investor currently redeeming underlying fund units may forego any benefit related to a future crediting rate higher than then-current market rates. | |||
| As described in footnote (2)(b), Fully benefit-responsive investment contracts held by certain investment companies, because the guaranteed investment contract is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contract. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. However, there are certain employer initiated events that could limit the ability of Pyramid Stable Value Fund to transact at contract value. Examples of these employer initiated events include: |
| 1. | Plan’s failure to qualify under the Internal Revenue Code of 1986 as amended. | ||
| 2. | Full or partial termination of the Plan. | ||
| 3. | Involuntary termination of employment as a result of a corporate merger, divestiture spin-off, or other significant business restructuring, which may include early retirement incentive programs or bankruptcy. | ||
| 4. | Changes to the administration of the Plan which decreases employee or employer contributions, the establishment of a competing plan by the plan sponsor, the introduction of a competing investment option, or other plan amendment that has not been approved by the contract issuer. |
9
| 5. | Dissemination of a participant communication that is designed to induce participants to transfer assets from the stable value option. | ||
| 6. | Events resulting in a material and adverse financial impact on the contract issuer, including changes in the tax code, laws or regulations. | ||
| 7. | Certain Plan level withdrawals or plan Participant-Directed Withdrawals that are deemed not normal, as defined in the Pyramid Stable Value Portfolio Fund description. |
| The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable. | |||
| Issuers cannot terminate the wrapper contracts unless there is a breach of the contract on the manager’s part. Actions that would lead to such a breach (after the relevant cure period), include, but would not be limited to, material misrepresentation, failure to pay wrapper fees, or failure to adhere to investment guidelines. | |||
| The relationship between future interest crediting rates and the adjustment to contract value reported on the statement of net assets is accomplished through the crediting rate formula. The difference between the book and market value of each contract is periodically amortized into each contract’s crediting rate. The amortization factor is calculated by dividing the difference between the market and book of each contract by the duration of the bond portfolio covered by the contract. The crediting interest rate is reset on a quarterly basis. The minimum crediting rate under the terms of the contract is 0%. | |||
| Key factors that could influence future average interest crediting rates include, but are not limited to, cash flows experienced by the Fund, changes in level of interest rates, total return performance of the underlying bond strategies within each synthetic GIC contract, defaults of credit failures in the underlying bond portfolios, or the immunization of one or more synthetic GIC contract. | |||
| The average yield and crediting interest rates were 5.25% and 4.99%, respectively, for the year ended December 31, 2007. The average yield and crediting interest rates were 5.49% and 4.78%, respectively, for the year ended December 31, 2006. | |||
| (h) | Dividend Reinvestment and Voting Rights | ||
| Dividends paid on investments in Independent Bank Corp. stock within the Plan will be paid to the Plan and may be distributed in cash not later than 90 days after the close of the plan year in which paid, or be reinvested in Company stock. Dividends reinvested may participate in the dividend reinvestment plan which allows for a 5% discount of dividends reinvested in Independent Bank Corp. stock. |
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| Participants (or beneficiaries), as holders of Independent Bank Corp. stock, will direct the Trustee as to the manner in which the voting rights are to be exercised for all Independent Bank Corp. stock held as part of the Plan assets. | |||
| (i) | Loans to Participants | ||
| Participants may borrow from their fund accounts a minimum loan amount of $500 up to a maximum of $50,000 (reduced by the excess, if any, of the highest outstanding loan balance in the previous 12 months over the current outstanding loan balance) or 50% of the participants’ vested account balance, whichever is less. No more than four (4) loans per participant may be outstanding. The loans are secured by the vested balance in the participant’s account and bear interest at rates that range from 4.00% to 8.50%, as determined by the Plan Administrator, which are commensurate with local prevailing rates. Loans must be repaid within five (5) years; however, loans for the purchase of a primary residence may be repaid over a longer period, as determined by the Plan Administrator. | |||
| (j) | Priorities of the Plan Upon Termination | ||
| Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, no further contributions will be made to the Plan and all amounts credited to participants’ accounts will continue to be 100% vested. The distribution of the accounts will be done as soon as practicable in a manner permitted by the Plan. |
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Accounting | ||
| The accompanying financial statements of the Plan are prepared under the accrual basis of accounting. | |||
| (b) | New Accounting Pronouncements | ||
| In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstances. Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the Plan transacts. SFAS 157 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS 157 requires fair value measurements to be separately disclosed by level within the fair value hierarchy. While not expanding the use of fair value, SFAS 157 may change the measurement of fair value. Any change in the measurement of fair value would be considered a change in estimate and included in the results of operations in the |
11
| period of adoption. SFAS 157 is effective for fiscal years beginning after November 15, 2007. Accordingly, the Plan expects to adopt the provisions of SFAS 157 for the year ended December 31, 2008. In February 2008, the FASB delayed the effective date of SFAS No. 157 for one year for certain non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, at least annually. The Plan does not expect the adoption of the provisions of SFAS 157 to have a material effect on the Plan’s financial condition and results of operations. | |||
| (c) | Expenses | ||
| The Company pays all expenses of the Plan at the option of the Company. | |||
| (d) | Use of Estimates | ||
| The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | |||
| (e) | Investment Valuation and Income Recognition | ||
| The Plan’s investments are stated at fair value. Quoted market prices, if available, are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. | |||
| The fair value of the guaranteed investment contract is calculated based on the fair market value in the underlying assets of the Pyramid Stable Value fund. | |||
| The investments in the common/collective trust are valued at estimated fair value based on the value of the underlying investments. | |||
| Participant loans are valued at their estimated fair value on the basis of future principal payments. | |||
| Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex dividend date. | |||
| The variety of investment options are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. | |||
| (f) | Benefits Paid | ||
| Benefits are recorded upon distribution. |
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| (g) | Refundable Contributions | ||
| At December 31, 2007 and 2006, $63,511 and $76,524, respectively, of contributions made in excess of amounts allowed by the Internal Revenue Service were refunded by the Plan to participants after the end of the plan year. | |||
| (h) | Benefits Payable | ||
| At each of December 31, 2007 and 2006, net assets available for benefits included $0 for distributions to participants who have requested a distribution from the Plan prior to the end of the plan year. | |||
| (3) | Investments | ||
| The following presents investments in the accompanying statements of net assets available for benefits for which the fair value exceeded 5% of the Plan’s net assets as of plan years ended December 31, 2007 and 2006: | |||
| Fair value | ||||||||
| Description of investment | 2007 | 2006 | ||||||
Independent Bank Corp. Stock |
$ | 6,587,981 | $ | 8,986,283 | ||||
DWS Stock Index Fund |
5,724,225 | 5,193,659 | ||||||
DWS Balanced Fund |
4,267,240 | 3,931,895 | ||||||
DWS Stable Value Fund (contract value -
$3,913,889 and
$3,452,000, respectively) |
3,844,417 | 3,350,254 | ||||||
DWS Large Company Growth Fund |
2,939,383 | 2,569,887 | ||||||
Janus Research Fund |
2,905,294 | 2,231,909 | ||||||
Templeton
Foreign - A |
2,393,856 | 2,015,164 | ||||||
Neuberger Berman Genesis Trust |
2,363,289 | 1,731,325 | ||||||
Janus Twenty Fund |
2,273,772 | 1,549,560 | ||||||
13
| During 2007, the Plan’s investments depreciated in value (including gains and losses on investments bought and sold, as well as held during the year) by $716,124 as follows: |
Investments at Fair Value as Determined by Quoted
Market Price: |
||||
Personal access fund |
$ | 16,435 | ||
Common stock |
(2,144,844 | ) | ||
Mutual funds — bonds |
(8,517 | ) | ||
Mutual funds — balanced |
54,008 | |||
Mutual funds — equity |
1,089,475 | |||
Total depreciation, net |
$ | (993,443 | ) | |
Investments at Estimated Fair Value: |
||||
Collective investment trusts
- DWS Stock Index fund |
$ | 277,319 | ||
Net change in fair value |
$ | (716,124 | ) | |
| (4) | Related-Party and Parties-in-Interest Transactions | |
| Investments in shares of the common stock of Independent Bank Corp., the parent company of the Company qualify as related party transactions. Certain collective investment trusts and mutual funds managed by DWS Scudder (named Scudder Investments until February 2, 2006), a Plan trustee as defined by the Plan, qualify as party-in-interest transactions. Transactions with respect to participant loans also qualify as party-in-interest transactions. | ||
| (5) | Tax Status | |
| The Internal Revenue Service has determined and informed the Company by a letter dated June 16, 2006 that the amended and restated Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the plan administrator and the plan’s tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the IRC. |
14
| (6) | Reconciliation of Financial Statements to Form 5500 |
| The following is a reconciliation of investments at fair value per the financial statements to the Form 5500 at December 31, 2007 and 2006: |
| 2007 | 2006 | |||||||
Investments, at fair value, per the financial statements |
$ | 40,507,833 | $ | 37,064,421 | ||||
Adjustments from fair value to contract value for interest in Stable Value
Funds that holds investments in fully benefit-responsive investment
contracts |
69,472 | 101,746 | ||||||
Investments per the Form 5500, Schedule H, Part 1 (lines 1c(8), 1c(9),
1c(13), 1c(15), and 1d(1)) |
$ | 40,577,305 | $ | 37,166,167 | ||||
| The following is a reconciliation of total assets per the financial statements to the Form 5500 at December 31, 2007 and 2006: |
| 2007 | 2006 | |||||||
Net assets available for benefits at fair value, per the financial statements |
$ | 40,507,833 | $ | 37,064,455 | ||||
Adjustments from fair value to contract value for interest in Stable Value
Funds that holds investments in fully benefit-responsive investment
contracts |
69,472 | 101,746 | ||||||
Total assets per the Form 5500, Schedule H, Part 1 (line 1(f)) |
$ | 40,577,305 | $ | 37,166,201 | ||||
15
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||
| Description of Investment | ||||||||||||||||||
| Par or | ||||||||||||||||||
| Rate of | Maturity | |||||||||||||||||
| Identity of Issuer, Borrower, or Similar Party | Type of Investment | Maturity Date | Interest | Collateral | Value | Cost | Current Value | |||||||||||
* |
DWS Stable Value Fund | Collective Investment Trusts | n/a | 4.99% | n/a | n/a | n/a | $ | 3,913,889 | |||||||||
* |
DWS Stock Index Fund | Collective Investment Trusts | n/a | n/a | n/a | n/a | n/a | 5,724,225 | ||||||||||
| 9,638,114 | ||||||||||||||||||
| Personal Access Fund | ||||||||||||||||||
| SSGA Money Market Fund | Cash and Cash Equivalents | n/a | n/a | n/a | n/a | n/a | 148,809 | |||||||||||
| Bank of America Corp. | Common Stock | n/a | n/a | n/a | n/a | n/a | 4,242 | |||||||||||
| Citigroup Inc. | Common Stock | n/a | n/a | n/a | n/a | n/a | 5,888 | |||||||||||
| Coldwater Creek Inc. | Common Stock | n/a | n/a | n/a | n/a | n/a | 669 | |||||||||||
| General Electric Co. | Common Stock | n/a | n/a | n/a | n/a | n/a | 5,683 | |||||||||||
| Independent Bank CP Mass. | Common Stock | n/a | n/a | n/a | n/a | n/a | 26,967 | |||||||||||
| Sovereign Bancorp Inc. | Common Stock | n/a | n/a | n/a | n/a | n/a | 5,700 | |||||||||||
| United Health Group | Common Stock | n/a | n/a | n/a | n/a | n/a | 2,913 | |||||||||||
| Nabors Industries LTD (Bermuda) | Common Stock | n/a | n/a | n/a | n/a | n/a | 2,739 | |||||||||||
| American AMCAP Class A | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 5,700 | |||||||||||
| American Century Equity Income | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 15,076 | |||||||||||
| American Century Ginnie Mae | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 15,878 | |||||||||||
| Baron Small Cap | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 16,122 | |||||||||||
| Columbia Acorn USA Class Z | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 6,853 | |||||||||||
| Dodge & Cox Balance | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 6,215 | |||||||||||
| Federated Income Trust Institutional | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 16,382 | |||||||||||
| Fidelity Contrafund | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 14,516 | |||||||||||
| Jensen Portfolio Class J | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 15,784 | |||||||||||
| Lord Abbett Mid Cap Value Class A | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 6,501 | |||||||||||
| Northern High Yield Fixed Income | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 14,988 | |||||||||||
| Third Avenue Value | Mutual Funds | n/a | n/a | n/a | n/a | n/a | 16,822 | |||||||||||
| Permian Basin RTY TR | Units | n/a | n/a | n/a | n/a | n/a | 1,888 | |||||||||||
| 356,335 | ||||||||||||||||||
* |
Independent Bank Corp. Mass | Common Stock | n/a | n/a | n/a | n/a | n/a | 6,587,981 | ||||||||||
* |
DWS Core Plus Income Fund | Mutual Funds — Bonds | n/a | n/a | n/a | n/a | n/a | 1,578,207 | ||||||||||
* |
DWS Balanced Fund | Mutual Funds — Balanced | n/a | n/a | n/a | n/a | n/a | 4,267,240 | ||||||||||
| Janus Balanced Fund | Mutual Funds — Balanced | n/a | n/a | n/a | n/a | n/a | 1,436,051 | |||||||||||
| 5,703,291 | ||||||||||||||||||
16
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||
| Description of Investment | ||||||||||||||||||
| Par or | ||||||||||||||||||
| Rate of | Maturity | |||||||||||||||||
| Identity of Issuer, Borrower, or Similar Party | Type of Investment | Maturity Date | Interest | Collateral | Value | Cost | Current value | |||||||||||
* |
DWS Large Company Growth Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | $ | 2,939,383 | |||||||||
| Janus Research Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 2,905,294 | |||||||||||
| Templeton Foreign Fund — A | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 2,393,856 | |||||||||||
| Janus Twenty Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 2,273,772 | |||||||||||
| Neuberger Berman Genesis Trust Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 2,363,289 | |||||||||||
| Neuberger Berman International — Trust Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 417,035 | |||||||||||
* |
DWS Large Cap Value Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 1,146,494 | ||||||||||
* |
DWS Dreman High Return Equity Fund | Mutual Funds — Equity | n/a | n/a | n/a | n/a | n/a | 1,013,205 | ||||||||||
| 15,452,328 | ||||||||||||||||||
* |
Loans to participants | Participant Loans | various | 4.00 -8.50% | n/a | n/a | — | 1,261,049 | ||||||||||
| Total investments held at December 31, 2007 | $ | 40,577,305 | ||||||||||||||||
* |
Represents a party-in-interest to the Plan. | |||||||||||||||||
17
| Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan (Name of Plan) |
||||
| Date: June 27, 2008 | /s/Denis K. Sheahan | |||
| Denis K. Sheahan | ||||
| Chief Financial Officer Independent Bank Corp. |
||||