State Street Global Advisors ERISA 408(b)(2) Fee Disclosure Pursuant to U.S. Department of Labor Regulations Section b-2
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1 ERISA 408(b)(2) Fee Disclosure Pursuant to U.S. Department of Labor Regulations Section b-2 This information is not, and shall not be deemed to constitute, any type of advice, including but not limited to, investment, legal, tax, or accounting advice regarding the plan fiduciary s obligations under ERISA 404(a)(1) or 408(b)(2). Please consult with your own legal counsel regarding ERISA 404(a)(1) or 408(b)(2) obligations applicable to you.
2 Service Description of Service Fiduciary Status Direct/Indirect Comp. Manner in which compensation will be received Description of Compensation Compensation among related Parties, if applicable Investment Disclosure - Fiduciary Services Custody Services include: (i) custody services provided to SSgA commingled funds; includes country custody charges and transaction charges; (ii) overdraft funding, and (iii) holding of un-invested cash in DDA pending investment or distribution. Custody: to the extent our activities qualify as "fiduciary" acts as described in ERISA Section 3(21), we perform such activities in the capacity of a fiduciary. Overdraft funding and Un-invested Cash: No. Indirect Custody: deducted from covered plan's investment (i.e., from the fund). Overdraft funding: paid to the global custodian by the party responsible for overdraft. Un-invested cash: interest on un-invested cash balances may be earned by the global custodian and/or sub-custodian; for negative interest rate markets, a negative float rate may be charged by the global custodian and/or sub-custodian against currency balances. Custody: please refer to Schedule of Administration Fees and Transaction Costs in the Amended and Restated Fund Declaration or Class Description (if applicable). Overdraft funding: the global custodian may charge interest on overdrawn U.S. Dollar and foreign currency balances at prevailing U.S.and local market rates. Un-invested cash: For U.S. balances, generally Fed Funds rate; for non-us currency balances, short-term interest is earned at prevailing local market rates. The interest on uninvested cash balances is generally earned through overnight market investments. Float on off-book non-us currency balances may be retained by the global custodian and/or applicable subcustodian.
3 Service Trustee and Investment Manager - Commingled Funds Description of Service SSgA is trustee and investment manager of bank commingled funds, as further described in the applicable Strategy Disclosure Document and your investment management agreement or applicable contract. Fiduciary Status SSgA will provide services to the plan as a fiduciary as such term is defined in ERISA section 3(21) Direct/Indirect Comp. Manner in which compensation will be received Description of Compensation Compensation among related Parties, if applicable Indirect Deducted directly from covered plan's investment (i.e., from the fund). Please refer to Class Description of the applicable Amended and Restated Fund Declaration.
4 Investment Disclosure - Fiduciary Services (1) Other than as described below, there are no commissions, sales loads, sales charges, deferred sales charges, redemption fees, surrender charges, exchange fees, account fees, purchase fees, or other compensation that will be charged directly against the fund that are not included in the annual operating expenses of the fund. Transaction Charges incurred regarding any purchase or withdrawal of units in a Fund may be allocated and charged to the relevant Plan and applied to reduce the (a) number of units purchased by the Plan, and (b) the net cash proceeds, if any, payable upon any withdrawal of units by the Plan and/or, as applicable, the net asset value of any securities or other assets distributed to the Plan in connection with the withdrawal of any such units. Transaction Charges means generally (i) brokerage and related transaction fees and expenses incurred or estimated by the Trustee to be incurred by a Fund, and (ii) the market effect (e.g., fees, costs, market value fluctuation) arising out of, or in connection with the purchase, sale, transfer, or re-registration of securities or other property of a Fund in connection with the purchase or withdrawal of units in the Fund. To the extent the Fund invests in other pooled investment vehicles sponsored or managed by, or otherwise affiliated with the Trustee, the Fund itself may incur such Transaction Charges as a result of such investment, which will be reflected in the Fund's net asset value. Please refer to Article 1 and Article 3 of the Fifth Amended and Restated Declaration of Trust for the State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans, the State Street Bank and Trust Company Global Managed Common Trust Funds Second Amended and Restated Declaration of Trust, and/or the State Street Bank and Trust Company World Index Common Trust Funds Seventh Amended and Restated Declaration of Trust, as applicable, for more information on Transaction Charges and the Trustee's abilities to allocate and charge Transaction Charges. Please also refer your trade confirmation(s) received from SSgA for the Transaction Charges incurred, if any. These Transaction Charges are payable to the Fund and not to SSgA or an affiliate. (2) For participant directed defined contribution plans, please refer to your specific DC 404(a) Disclosure distributed to you on February 24, 2012 (the "404a-5 Matrix") for the Fund's Total Annual Operating Expense Ratio calculated in accordance with 29 CFR a-5(h)(5). For all other plans, please refer to the Fund's Audited Financial Statements previously provided to you for a description of the annual operating expenses of the Fund as of the end of the previous year. Any Underlying Funds in which the Fund may invest will also incur expenses, and expense ratio information associated with such Underlying Funds is available upon request. We reasonably expect that the Fund's annual operating expenses going forward will be substantially similar to the annual operating expenses of the previous year. (3) Please see the 404a-5 Matrix for other information that may assist the plan administrator in complying with its disclosure obligations described in 29 CFR a-5(d)(1).
5 Service Trustee and Investment Manager - Commingled Funds Description of Service SSgA is trustee and investment manager of bank commingled funds, as further described in the applicable Strategy Disclosure Document and your investment management agreement or applicable contract. Fiduciary Status SSgA will provide services to the plan as a fiduciary as such term is defined in ERISA section 3(21) Direct/Indirect Comp. Manner in which compensation will be received Indirect See enclosed list of brokers from whom SSgA may receive soft dollar commissions on this fund. Description of Compensation Compensation among related Parties, if applicable Investment Disclosure - Fiduciary Services Soft Dollar Commissions: SSgA employs a standard negotiated commission schedule for specific types of trades (i.e., equities) entered into on behalf of its client accounts. SSgA also participates in Commission Sharing arrangements ("CSAs") with certain broker-dealers. SSgA receives not only proprietary research from broker-dealers and other counterparties, but also third party services pursuant to the CSAs. All such CSA soft dollar arrangements are implemented consistent with Section 28(e) of the Securities Exchange Act of For a client invested in a separate account that participates in CSA soft dollar arrangements, the account will bear the account's entire commission paid from the CSA credit pools.
6 Service Trustee and Investment Manager - Commingled Funds Description of Service SSgA is trustee and investment manager of bank commingled funds, as further described in the applicable Strategy Disclosure Document and your investment management agreement or applicable contract. Fiduciary Status SSgA will provide services to the plan as a fiduciary as such term is defined in ERISA section 3(21) Direct/Indirect Comp. Manner in which compensation will be received Indirect Please see description of compensation. Description of Compensation Compensation among related Parties, if applicable Investment Disclosure - Fiduciary Services SSgA employees may receive non-cash indirect compensation from time to time in the form of gifts of nominal value (i.e., having value less than $250), occasional meals or entertainment (e.g., tickets to a concert or sporting event), or reimbursement for certain expenses related to attendance at educational conferences or seminars that may be attended by plan sponsors and representatives.
7 ERISA 408(b)(2) CSA BROKERS** ACCESS SECURITIES LLC CREDIT SUISSE SECURITIES (EUROPE) LIMITED J.P. MORGAN SECURITIES LLC ALTRUSHARE SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES AUSTRALIA LIMITED ATLANTIC EQUITIES LLC DAIWA SECURITIES CAPITAL MARKETS COMPANY J.P. MORGAN SECURITIES LIMITED (LONDON LIMITED BRANCH) BARCLAYS CAPITAL INC DEUTSCHE BANK AG JONESTRADING INSTITUTIONAL SERVICES LLC BARCLAYS CAPITAL JAPAN LIMITED DEUTSCHE BANK SECURITIES INC KBC BANK N.V. BARCLAYS CAPITAL SECURITIES LIMITED DEUTSCHE SECURITIES ASIA LIMITED KEEFE, BRUYETTE & WOODS INC BNP PARIBAS SECURITIES (ASIA) LIMITED DEUTSCHE SECURITIES AUSTRALIA LIMITED KEMPEN & CO N.V. BANK OF NEW YORK MELLON CORP (THE) DEUTSCHE SECURITIES INC KNIGHT CAPITAL AMERICAS L.P. BROCKHOUSE & COOPER INC EXANE S.A. KNIGHT EXECUTION & CLEARING SERVICES LLC BROWN BROTHERS HARRIMAN & CO EXECUTION NOBLE LIMITED KOTAK SECURITIES LIMITED CABRERA CAPITAL MARKETS LLC GOLDMAN SACHS & COMPANY LIQUIDNET ASIA LIMITED CANTOR FITZGERALD AND COMPANY GOLDMAN SACHS EXECUTION AND CLEARING L.P. LIQUIDNET EUROPE LIMITED CANTOR FITZGERALD EUROPE GOLDMAN SACHS INTERNATIONAL LOOP CAPITAL MARKETS LLC CARNEGIE INVESTMENT BANK AB (UK BRANCH) GOODBODY STOCKBROKERS M. R. BEAL & CO CASTLE OAK SECURITIES LP GUZMAN & COMPANY M. RAMSEY KING SECURITIES INC CHARLES STANLEY & COMPANY LIMITED HSBC BANK PLC MACQUARIE CAPITAL (EUROPE) LIMITED CHINA INTERNATIONAL CAPITAL CORP LIMITED HONG KONG AND SHANGHAI BANKING CORP LTD (THE) MACQUARIE SECURITIES (AUSTRALIA) LIMITED CIBC WORLD MARKETS CORP ING BANK N.V. MACQUARIE CAPITAL SECURITIES LIMITED CITIC SECURITIES CO LTD INSTINET EUROPE LIMITED MAINFIRST BANK AG CITIGROUP GLOBAL MARKETS INC INSTINET LLC MERRILL LYNCH INTERNATIONAL CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED INSTINET PACIFIC LIMITED MERRILL LYNCH, PIERCE, FENNER & SMITH INC CITIGROUP GLOBAL MARKETS LIMITED INVESTEC BANK PLC MISCHLER FINANCIAL GROUP INC CLSA LIMITED ITG LIMITED MITSUBISHI UFJ MORGAN STANLEY SECURITIES CO LTD CREDIT AGRICOLE SA ITAU BBA USA SECURITIES, INC. MONTROSE SECURITIES INTERNATIONAL CREDIT SUISSE (HONG KONG) LIMITED ITG HONG KONG LIMITED MORGAN STANLEY & CO INTERNATIONAL PLC CREDIT SUISSE EQUITIES (AUSTRALIA) LIMITED ITG INC MORGAN STANLEY MUFG SECURITIES CO LTD CREDIT SUISSE SECURITIES (JAPAN) LIMITED J&E Davy MORGAN STANLEY & CO LLC
8 ERISA 408(b)(2) CSA BROKERS** NATIONAL FINANCIAL SERVICES LLC NATIXIS SA NATIXIS SECURITIES AMERICAS LLC NCB STOCKBROKERS LTD NOMURA INTERNATIONAL PLC NOMURA SECURITIES COMPANY LTD NOMURA SECURITIES INTERNATIONAL INC PANMURE GORDON (UK) LIMITED RAYMOND JAMES & ASSOCIATES INC RBC CAPITAL MARKETS, LLC. RBC DOMINION SECURITIES INC REDBURN PARTNERS LLP RENAISSANCE CAPITAL LIMITED RENCAP SECURITIES INC ROBERT W BAIRD & COMPANY INC ROSENBLATT SECURITIES INC. SAMSUNG SECURITIES COMPANY LIMITED SANFORD C. BERNSTEIN & COMPANY LLC SANFORD C. BERNSTEIN LIMITED SANTANDER INVESTMENT SECURITIES INC SG SECURITIES (HK) LIMITED SKANDINAVISKA ENSKILDA BANKEN AB STATE STREET GLOBAL MARKETS INTL LIMITED STATE STREET GLOBAL MARKETS LLC STIFEL, NICOLAUS & COMPANY INC SUSQUEHANNA FINANCIAL GROUP LLLP SVENSKA HANDELSBANKEN AB (PUBL) TD SECURITIES INCORPORATED (TD NEWCREST) WILLIAMS CAPITAL GROUP LP/THE TROIKA DIALOG USA INC UBS LIMITED UBS SECURITIES JAPAN LIMITED (TOKYO BRANCH) UBS SECURITIES ASIA LIMITED UBS AG UBS SECURITIES AUSTRALIA LIMITED UBS SECURITIES LLC UNICREDIT BANK AG VTB CAPITAL PLC WEEDEN & COMPANY L.P. WELLS FARGO SECURITIES LLC WILSON HTM LIMITED WOOD & COMPANY FINANCIAL SERVICES, A.S. YUANTA SECURITIES COMPANY LIMITED **Broker List subject to change
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