Amended Statement of Ownership (sc 13g/a)
12 Fevereiro 2013 - 2:55PM
Edgar (US Regulatory)
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1.UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
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OMB Number:3235-0145
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Washington, D.C. 20549
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Expires: February 28, 2013
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Estimated average burden
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9
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hours per response......11
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)
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iShares, Inc. – iShares MSCI Japan Small Cap Index
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(Name of Issuer)
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ETF
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(Title of Class of Securities)
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464286582
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d–1(c)
[ ] Rule 13d–1(d)
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 1 of 8
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CUSIP No. 4642868582
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13G
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Page
2
of
8
Pages
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1
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE BESSEMER GROUP, INCORPORATED*
13-3093730
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
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3
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
-
0
-
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
119,861 shs.
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
-
0
-
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WITH
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8
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SHARED DISPOSITIVE POWER
119,861 shs.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,861 shs.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.32%
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12
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TYPE OF REPORTING PERSON
*
HC
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*The shares reported on this page are the aggregate of the shares reported on pages 3 and 4, as The Bessemer Group, Incorporated is the parent of the other reporting persons.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8
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CUSIP No. 4642868582
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13G
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Page
3
of
8 _
Pages
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1
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BESSEMER TRUST COMPANY, N.A.*
13-2792165
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a) [
]
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3
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF
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5
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SOLE VOTING POWER
-
0- shs.
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
119,861 shs.
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
-
0- shs.
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WITH
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8
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SHARED DISPOSITIVE POWER
119,861 shs.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,861 shs.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.32%
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12
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TYPE OF REPORTING PERSON
*
BK
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*The shares reported on this page include the shares reported on page 4, as Bessemer Trust Company, N.A. is the parent of the other reporting person.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8
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CUSIP No. 4642868582
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13G
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Page
4
of
8
Pages
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1
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BESSEMER INVESTMENT MANAGEMENT LLC*
52-2303291
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a) [
]
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3
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
119,861 shs.
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
-0-
shs.
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
119,861 shs.
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WITH
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8
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SHARED DISPOSITIVE POWER
-0-
shs.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,861 shs.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.32%
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12
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TYPE OF REPORTING PERSON
*
IA
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*The shares reported on this page are the same shares reported on page 5, as Bessemer Investment Management LLC is the investment adviser of the other reporting person.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 8
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CUSIP No. 4642868582
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13G
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Page
5
of
8
Pages
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1
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OLD WESTBURY GLOBAL SMALL & MID CAP FUND
20-2413557
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a) [
]
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3
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF
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5
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SOLE VOTING POWER
119,861 shs.
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
-
0- shs.
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
119,861 shs.
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WITH
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8
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SHARED DISPOSITIVE POWER
-
0- shs.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,861 shs.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.32%
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12
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TYPE OF REPORTING PERSON
*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 8
Item 1.
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(b)
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Address of Issuer's Principal Executive Offices:
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c/o State Street Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
(a), (b) and (c)
Name of Persons Filing, Address of Principal Business Office and
Citizenship:
The Bessemer Group, Incorporated (“BGI”) as a parent holding company, Bessemer Trust Company, N.A. (“BTNA”) as a parent, Bessemer Investment Management LLC (“BIM”) and Old Westbury Global Small & Mid Cap Fund (“OWGSMF”). BTNA is wholly-owned by BGI. BIM is a wholly owned subsidiary of BTNA and is the investment advisor to OWGSMF. BTNA may be deemed to control BIM and BIM may be deemed to control OWGSMF.
BTNA is a trust company that manages accounts for the benefit of others. BIM is a registered investment advisor that furnishes investment advisory services to OWGSMF. The holder of the securities referred to in this statement is OWGSMF.
BGI has its principal business office at 100 Woodbridge Center Drive, Woodbridge, New Jersey 07095-0980. BTNA and BIM each has its principal office at 630 Fifth Avenue, New York, New York 10111. OWGSMF has its principal business office at 760 Moore Road, King of Prussia, Pennsylvania 19406.
BGI is a corporation organized under the laws of Delaware. BTNA is a national bank organized under the laws of the United States of America. BIM is a corporation organized under the laws of Delaware. OWGSMF is a series of Old Westbury Funds, Inc., a Maryland corporation and an open-end, management investment company registered under the Investment Company Act of 1940.
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(d)
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Title of Class of Securities:
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
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(a), (c), (f), (h), (i) and (j) not applicable.
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(b) [X] Bank as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as to BTNA.
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Page 6 of 8
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(d) [X] Investment company registered under Section 8 of the Investment Company Act of 1940, as to OWRRF.
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(e) [X] Investment adviser in accordance with Rule13d-1(b)(1)(ii)(E), as to BIM.
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(g) [X] Parent holding company or control person, in accordance with Rule
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13d-1(b)(1)(ii)(G), as to BGI.
Items 5 through 9 and Item 11 of Pages 2 through 5 of this Statement are incorporated herein by reference.
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Item 5. Ownership of Five Percent or Less of a Class
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Items 1 and 12 of pages 3 through 5 of this Statement are incorporated herein by reference.
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Item 8. Identification and Classification of Members of the Group
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Item 9. Notice of Dissolution of Group
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Not applicable.
By signing below, the undersigned certify that, to the best of the knowledge and belief of the undersigned, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 7 of 8
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2013
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THE BESSEMER GROUP, INCORPORATED
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By:
/s/ Steven L. Williamson
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Name: Steven L. Williamson
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Title: Managing Director
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BESSEMER TRUST COMPANY, N.A.
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By:
/s/ Steven L. Williamson
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Name: Steven L. Williamson
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Title: Managing Director
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BESSEMER INVESTMENT MANAGEMENT LLC
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By:
/s/ Steven L. Williamson
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Name: Steven L. Williamson
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Title: Managing Director
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OLD WESTBURY REAL RETURN FUND
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By: BESSEMER INVESTMENT MANAGEMENT LLC
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By:
/s/ Steven L. Williamson
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Name: Steven L. Williamson
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Title: Managing Director
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Page 8 of 8
