SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For July 31, 2015
(Commission File No. 1-31317)
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
(Exact name of registrant as specified in its charter)
Basic Sanitation Company of the State of Sao Paulo - SABESP
(Translation of Registrant's name into English)
Rua Costa Carvalho, 300
São Paulo, S.P., 05429-900
Federative Republic of Brazil
(Address of Registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7)__.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
PUBLICLY-HELD COMPANY
CORPORATE TAXPAYER’S ID (CNPJ/MF): 43.776.517/0001-80
COMPANY REGISTRY (NIRE): 35.3000.1683 -1
SUBSCRIBED AND PAID-IN CAPITAL - R$10.000.000.000,00
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
DATE, TIME AND VENUE: July 21, 2015, at 11:00 a.m., at the Company’s headquarters, located at Rua Costa Carvalho, nº 300, in the city and state of São Paulo.
CALL NOTICE: The Call Notice was published in the June 20, 23 and 24, 2015 editions of the newspapers Diário Oficial do Estado de São Paulo and Valor Econômico.
ATTENDANCE: Shareholders representing more than two-thirds of the capital stock attended the meeting, as per the signatures in the Shareholders’ Attendance Book.
Also present were Reinaldo Guerreiro, member of the Board of Directors and Audit Committee; Angela Beatriz Airoldi, Investor Relations Manager; Priscila Costa da Silva, Investor Relations Analyst; and Beatriz Helena de Almeida e Silva Lorenzi and Ieda Nigro Nunes Chereim, Legal Department attorneys.
PRESIDING BOARD: Chairman: Reinaldo Guerreiro. Secretary: Marialve S. Martins.
PUBLICATIONS: The Management Proposal and other relevant documents were made available to shareholders at the Company’s headquarters and on its website, as well as on the websites of the Brazilian Securities and Exchange Commission – CVM and BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange.
AGENDA: I. Re-ratification of the overall compensation of members of the Board of Directors, as well as the members of the Fiscal Council related to the fiscal year 2015 according to the released Management Proposal.
CLARIFICATIONS: 1) The matter was appreciated by the State Capital Defense Council – CODEC, as per Qualified Opinion 122/2015 of July 15, 2015, whose voting intention was presented by the representative of the shareholder São Paulo State Finance Department.
RESOLUTIONS: The Chairman opened the discussion and submitted item I of the Agenda to a vote. The representative of the shareholder São Paulo State Treasury Office, the attorney-in-fact Carlos Eduardo Teixeira Braga, took the floor and voted in favor of the matter, in accordance with the management proposal, re-ratifying the overall compensation of members of the Board of Directors, Board of Executive Officers and Fiscal Council for fiscal year 2015, in the maximum amount of four million, five hundred and thirty-six thousand and thirty-four reais and eighty-nine centavos (R$4.536.034,89), equivalent to fixed monthly compensation of R$20,590.00 for the Executive Officers; R$6,177.00 for members of the Board of Directors and R$4,118.00 for members of the Fiscal Council, respectively, plus corresponding benefits, in addition to related charges. The votes of the shareholders in favor, votes against and abstentions having been recorded, the matter was approved by a majority vote.
The drawing up of these minutes in summary format and their publication with the omission of the attending shareholders’ signatures. pursuant to Article 130, Paragraphs 1 and 2 of Law 6404/76, was unanimously approved.
CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to address, the Chairman thanked the shareholders for their attendance and the Extraordinary Shareholders’ Meeting was adjourned for the drawing up of these minutes, which were then read, approved and signed by the Chairman, the Secretary and the attending shareholders, who constituted the necessary quorum for the resolutions taken.
DOCUMENTS FILED. The proxy instruments of the shareholder representatives listed below, accompanied by their voting records, are filed at the Company’s headquarters, duly initialed by the Secretary, as the other documents mentioned above are also.
São Paulo, July 21, 2015.
REINALDO GUERREIRO
Chairman |
|
CARLOS EDUARDO TEIXEIRA BRAGA
(representing the shareholder São Paulo State Finance Department) |
|
MARIALVE S. MARTINS
Secretary
|
|
CAMILA PUPO POLAMARES
(representative of the shareholders The Bank Of New York Mellon ADR Department) |
|
PAULO ROBERTO B. BRANDÃO
(representing the shareholders, HSBC CTVM S.A.)
FIRST STATE GLOBAL UMBRELLA FUND PLC RE FIRST STATE GLOBAL LISTED INFRASTRUCTURE FUND
SMITH & WILLIAMSON EMERGING MARKETS VALUE FUND |
|
PAULO ROBERTO B. BRANDÃO
(representing the shareholders, Itaú Unibanco S.A.)
ARROWSTREET CAPITAL GLOBAL EQUITY LONG/SHORT FUND LIMITED
ARROWSTREET EAFE ALPHA EXTENSION FUND II |
|
PAULO ROBERTO B. BRANDÃO
(representing the shareholders, J. P. Morgan S.A. Distribuidora de Títulos e Valores Imobiliários) |
|
BRITISH COAL STAFF SUPERANNUATION SCHEME |
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NVIT EMERGING MARKETS FUND |
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BUREAU OF LABOR FUNDS - LABOR PENSION FUND |
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PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO |
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BUREAU OF LABOR FUNDS - LABOR PENSION FUND |
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PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO |
|
BUREAU OF LABOR FUNDS - LABOR PENSION FUND |
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STATE OF NEW MEXICO STATE INVESTMENT COUNCIL |
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BUREAU OF LABOR FUNDS - LABOR PENSION FUND |
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THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST |
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BUREAU OF LABOR FUNDS - LABOR PENSION FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045828 |
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BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045829 |
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BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835 |
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BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045792 |
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FIDELITY INVESTMENT FUNDS - FIDELITY INDEX EMERGING MARKETS FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045795 |
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JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045796 |
|
MISSOURI EDUCATION PENSION TRUST |
|
VANGUARD INVESTMENT SERIES, PLC |
|
NEW YORK STATE COMMON RETIREMENT FUND |
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VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS |
|
NVIT DEVELOPING MARKETS FUND |
|
|
|
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PAULO ROBERTO B. BRANDÃO
(representing the shareholder Citibank N.A) |
|
|
|
|
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FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND |
|
STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS |
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FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND |
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STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS |
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FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND |
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STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS |
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FIRST TRUST BRAZIL ALPHADEX FUND |
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SUNSUPER POOLED SUPERANNUATION TRUST |
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FIRST TRUST EMERGING MARKETS ALPHADEX FUND |
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TEACHER RETIREMENT SYSTEM OF TEXAS |
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FIRST TRUST LATIN AMERICA ALPHADEX FUND |
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TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS |
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GMO ALPHA ONLY FUND, A SERIES OF GMO TRUST |
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TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS |
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GMO EMERGING MARKETS EQUITY FUND, A SUB FUND OF GMO FUNDS PLC |
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THE BANK OF KOREA |
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GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC |
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THE BANK OF KOREA |
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GMO TRUST ON BEHALF OF GMO EMERGING COUNTRIES FUND |
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THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM |
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JAPAN TRUSTEE SERVICES BANK, LTD. RE: STB DAIWA EMERGING EQUITY FUNDAMENTAL INDEX MOTHER FUND |
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THE HARTFORD GLOBAL REAL ASSET FUND |
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NZAM EM8 EQUITY PASSIVE FUND |
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THE MASTER TRUST BANK OF JAPAN, LTD. RE: RUSSELL GLOBAL ENVIRONMENT TECHNOLOGY FUND |
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PZENA EMERGING MARKETS VALUE FUND |
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THE MONETARY AUTHORITY OF SINGAPORE |
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SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND |
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THE MONETARY AUTHORITY OF SINGAPORE |
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THE GMO EMERGING MARKETS FUND |
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TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND |
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THE NOMURA TRUST AND BANKING CO., LTD. RE: INT. EMERGING STOCK INDEX MSCI EMERGING NO HEDGE MOTHER |
|
UNIVERSITY OF WASHINGTON |
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VANGUARD EMERGING MARKETS STOCK INDEX FUND |
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USAA EMERGING MARKETS FUND |
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VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS |
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WASHINGTON STATE INVESTMENT BOARD |
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VANGUARD FUNDS PUBLIC LIMITED COMPANY |
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WASHINGTON STATE INVESTMENT BOARD |
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VANGUARD FUNDS PUBLIC LIMITED COMPANY |
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WELLS FARGO ADVANTAGE DIVERSIFIED INTERNATIONAL FUND |
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VANGUARD FUNDS PUBLIC LIMITED COMPANY |
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WELLS FARGO ADVANTAGE DIVERSIFIED STOCK PORTFOLIO |
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VANGUARD INTERNATIONAL VALUE FUND |
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WELLS FARGO ADVANTAGE INTERNATIONAL VALUE PORTFOLIO |
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VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS |
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WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND |
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LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. |
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WISDOMTREE GLOBAL EQUITY INCOME FUND |
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LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. |
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WISDOMTREE GLOBAL EX-US UTILITIES FUND |
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LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. |
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WSIB INVESTMENTS PUBLIC EQUITIES POOLED FUND TRUST |
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LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. |
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XEROX CORPORATION RETIREMENT & SAVINGS PLAN |
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LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. |
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JAPAN TRUSTEE SERVICES BANK, LTD. SMTB EMERGING EQUITY MOTHER FUND |
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LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. |
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ACADIAN EMERGING MARKETS EQUITY FUND |
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LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED |
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ACADIAN EMERGING MARKETS EQUITY II FUND, LLC |
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STICHTING PGGM DEPOSITARY |
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ALASKA PERMANENT FUND |
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NATIONAL COUNCIL FOR SOCIAL SECURITY FUND |
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ARIZONA PSPRS TRUST |
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NATIONAL COUNCIL FOR SOCIAL SECURITY FUND |
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AT&T UNION WELFARE BENEFIT TRUST |
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AGF INVESTMENTS INC |
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BELL ATLANTIC MASTER TRUST |
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JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B |
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BELLSOUTH CORPORATION RFA VEBA TRUST |
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NORGES BANK |
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CASEY FAMILY PROGRAMS |
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SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO |
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CF DV EMERGING MARKETS STOCK INDEX FUND |
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THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO |
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CIBC EMERGING MARKETS INDEX FUND |
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THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO |
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CITY OF BALTIMORE EMPLOYEES RETIREMENT SYSTEM |
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THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO |
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EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND |
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GMO MEAN REVERSION FUND(ONSHORE), A SERIES OF GMO MASTER PORTFOLIOS(ONSHORE), L.P. |
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ELECTRICAL WORKERS LOCAL NO.26 PENSION TRUST FUND |
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GMO MEAN REVERSION SPECIAL SOLUTION FUND, L.P. |
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EMPLOYEES RETIREMENT PLAN OF BROOKLYN UNION GAS |
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PS INTL LATAM LLC |
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EMPLOYEES RETIREMENT SYSTEM OF TEXAS |
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PS LATIN AMERICA LLC |
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ENSIGN PEAK ADVISORS, INC. |
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PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER |
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EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS |
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PICTET - EMERGING MARKETS INDEX |
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FRONTIERS EMERGING MARKETS EQUITY POOL |
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PICTET - WATER |
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HEWLETT PACKARD COMPANY TAX SAVING CAPITAL ACCUMULATION PLAN - ALLIANCE BERNSTEIN |
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ALLIANCEBERNSTEIN COLLECTIVE INVESTMENT TRUST SERIES |
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IMPERIAL EMERGING ECONOMIES POOL |
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ALLIANCEBERNSTEIN DELAWARE BUSINESS TRUST - ALLIANCEBERNSTEIN INTERNATIONAL ALL-COUNTRY PASSIVE SERIES |
|
JOHN DEERE PENSION TRUST |
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ALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGY |
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KENTUCKY RETIREMENT SYSTEMS |
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ALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGY |
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KENTUCKY RETIREMENT SYSTEMS INSURANCE TRUST FUND |
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AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT PENSION TRUST |
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LAY EMPLOYEES RETIREMENT PLAN OF THE ARCHDIOCESE OF PHILADELPHIA |
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AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT PENSION TRUST |
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LVIP BLACKROCK EMERGING MARKETS RPM FUND |
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ASCENSION HEALTH MASTER PENSION TRUST |
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MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN |
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BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND |
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PENSION FUND OF THE CHRISTIAN CHURCH (DISCIPLES OF CHRIST) |
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BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. |
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PSEG NUCLEAR LLC MASTER DECOMMISSIONING TRUST |
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BRANDES CANADA EMERGING MARKETS EQUITY UNIT TRUST |
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PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO |
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BRANDES CANADA INTERNATIONAL EQUITY UNIT TRUST |
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PUBLIC SECTOR PENSION INVESTMENT BOARD |
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BRANDES INVESTMENT FUNDS PUBLIC LIMITED COMPANY / BRANDES EMERGING MARKETS EQUITIES FUND |
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RAYTHEON COMPANY MASTER TRUST |
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BRUNEI INVESTMENT AGENCY |
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RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUND |
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CAISSE DE DEPOT ET PLACEMENT DU QUEBEC |
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SOUTH DAKOTA RETIREMENT SYSTEM |
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CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM |
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SOUTHERN CA EDISON CO NUCLEAR FAC QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATION |
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CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM |
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STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST |
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CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM |
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THE ARCHDIOCESE OF HARTFORD INVESTMENT TRUST |
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CITY OF NEW YORK GROUP TRUST |
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THE CHICAGO PUBLIC SCHOOL TEACHERS PENSION AND RETIREMENT FUND |
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CITY OF NEW YORK GROUP TRUST |
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THE HARTFORD ROMAN CATHOLIC DIOCESAN CORPORATION RETIREMENT PLANS MASTER TRUST |
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CITY OF NEW YORK GROUP TRUST |
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THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD |
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COLLEGE RETIREMENT EQUITIES FUND |
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THE TRUSTEES OF SAINT PATRICKS CATHEDRAL IN THE CITY OF NEW YORK |
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COMPASS AGE LLC |
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TIME WARNER CABLE PENSION PLAN MASTER TRUST |
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DESJARDINS GLOBAL INFRASTRUCTURE FUND |
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UPS GROUP TRUST |
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DET. ED. QUALIFIED NUCLEAR DECOMMISSIONING TRUST |
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VIRGINIA RETIREMENT SYSTEM |
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DTE ENERGY COMPANY AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRUST |
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WEST VIRGINIA INVESTMENT MANAGEMENT BOARD |
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DTE VEBA MASTER TRUST |
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ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO |
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EMERGING MARKETS EQUITY INDEX MASTER FUND |
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DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA EMERGING MARKETS EQUITY FUND |
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EMERGING MARKETS EQUITY INDEX PLUS FUND |
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DUNHAM INTERNATIONAL STOCK FUND |
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EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B |
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EGSHARES BRAZIL INFRASTRUCTURE ETF |
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EMERGING MARKETS INDEX NON-LENDABLE FUND |
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FIRST TRUST EMERGING MARKETS ALPHADEX UCITS ETF |
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EMERGING MARKETS INDEX NON-LENDABLE FUND B |
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NORTHWEST NATURAL GAS COMPANY RETIREMENT TRUST |
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EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND |
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POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO |
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FIDELITY LATIN AMERICA FUND |
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POWERSHARES GLOBAL WATER PORTFOLIO |
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FRANCISCAN ALLIANCE, INC |
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POWERSHARES S&P EMERGING MARKETS HIGH BETA PORTFOLIO |
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GMAM INVESTMENT FUNDS TRUST |
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THE DOMESTIC AND FOREIGN MISSIONARY SOCIETY OF THE PROTESTANT EPISCOPAL CHURCH IN THE USA |
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HC CAPITAL TRUST THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO |
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THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND |
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HC CAPITAL TRUST THE INTERNATIONAL EQUITY PORTFOLIO |
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TIMOTHY PLAN EMERGING MARKETS FUND |
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IBM 401(K) PLUS PLAN |
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VALERO ENERGY CORPORATION PENSION PLAN |
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ILLINOIS STATE BOARD OF INVESTMENT |
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VANGUARD EMERGING MARKETS SELECT STOCK FUND |
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ILLINOIS STATE BOARD OF INVESTMENT |
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VOYA EMERGING MARKETS INDEX PORTFOLIO |
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INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
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BRANDES INSTITUTIONAL EQUITY TRUST |
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ISHARES MSCI ACWI ETF |
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BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN |
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ISHARES MSCI ACWI EX U.S. ETF |
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CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN |
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ISHARES MSCI BRAZIL CAPPED ETF |
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COLONIAL FIRST STATE WHOLESALE GLOBAL LISTED INFRASTRUCTURE SECURITIES FUND |
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ISHARES MSCI BRIC ETF |
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COMMONWEALTH GLOBAL LISTED INFRASTRUCTURE FUND 4 |
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ISHARES MSCI EMERGING MARKETS ETF |
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COMMONWEALTH SUPERANNUATION CORPORATION |
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JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND |
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FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND |
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KAISER FOUNDATION HOSPITALS |
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FUTURE FUND BOARD OF GUARDIANS |
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KAISER PERMANENTE GROUP TRUST |
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LSV EMERGING MARKETS EQUITY FUND, L.P. |
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LAZARD INTERNATIONAL EQUITY (ACW EX-U.S.) TRUST |
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LSV INTERNATIONAL (AC) VALUE EQUITY FUND, LP |
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LAZARD INTERNATIONAL EQUITY SELECT PORTFOLIO |
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LSV INTERNATIONAL CONCENTRATED EQUITY FUND, LP |
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LAZARD INTERNATIONAL STRATEGIC EQUITY (ACQ EX-U.S.) TRUST |
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MASCO CORPORATION RETIREMENT MASTER TRUST |
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LAZARD INTERNATIONAL STRATEGIC EQUITY PORTFOLIO |
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NATIONAL COUNCIL FOR SOCIAL SECURITY FUND |
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MANAGED PENSION FUNDS LIMITED |
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NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF LEGAL AND GENERAL GLOBAL EMERGING MARKETS INDEX FUND |
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MANAGED PENSION FUNDS LIMITED |
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NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF LEGAL AND GENERAL GLOBAL ENVIRONMENTAL ENTERPRISES FUND |
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MANAGED PENSION FUNDS LIMITED |
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NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF THE LEGAL & GENERAL INTERNATIONAL INDEX TRUST |
|
MARYLAND STATE RETIREMENT & PENSION SYSTEM |
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NAV CANADA PENSION PLAN |
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MONTANA BOARD OF INVESTMENTS |
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NEW ZEALAND SUPERANNUATION FUND |
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NATIONAL WESTMINSTER BANK PLC AS DEPOSITARY OF FIRST STATE INVESTMENTS ICVC - FIRST STATE GLOBAL LI |
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NORTHERN EMERGING MARKETS EQUITY FUND |
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NEW YORK STATE TEACHERS RETIREMENT SYSTEM |
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NORTHERN MULTI - MANAGER EMERGING MARKETS EQUITY FUND |
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NEW YORK STATE TEACHERS RETIREMENT SYSTEM |
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NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD INDEX (ACWI) EX-US FUND-LENDING |
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NEW YORK STATE TEACHERS RETIREMENT SYSTEM |
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NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LENDING |
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OCEANROCK INTERNATIONAL EQUITY FUND |
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NORTHERN TRUST INVESTMENT FUNDS PLC |
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PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY |
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NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US EQUITY INDEX FUND - LENDING |
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QS BATTERYMARCH EMERGING MARKETS FUND |
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NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND - LENDING |
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SANFORD C. BERNSTEIN FUND, INC. - TAX-MANAGED INTERNATIONAL PORTFOLIO |
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NTGI - QM COMMON DAILY EMERGING MARKETS EQUITY INDEX FUND - LENDING |
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SANFORD C. BERNSTEIN FUND, INC - OVERLAY A PORTFOLIO |
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NTGI - QM COMMON DAILY EMERGINGMARKETS EQUITY INDEX FUND-NON LENDING |
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SANFORD C. BERNSTEIN FUND, INC - TAX-AWARE OVERLAY A PORTFOLIO |
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NTGI - QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST |
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SANFORD C. BERNSTEIN FUND, INC. - INTERNATIONAL PORTFOLIO |
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PYRAMIS GLOBAL EX U.S. INDEX FUND LP |
|
SCHWAB EMERGING MARKETS EQUITY ETF |
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PZENA VALUE GROUP TRUST |
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SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX ETF |
|
STATE UNIVERSITY RETIREMENT SYSTEM |
|
SPDR S&P EMERGING MARKETS ETF |
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THE HIGHCLERE INTERNATIONAL INVESTORS EMERGING MARKETS SMID FUND |
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SSGA ACTIVE EMERGING MARKETS SECURITIES LENDING QP COMMON TRUST FUND |
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THE HIGHCLERE INTERNATIONAL INVESTORS SMID FUND |
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SSGA EMERGING MARKETS FUND |
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THE ILLINOIS MUNICIPAL EMPLOYEES RETIREMENT FUND |
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SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND |
|
TYCO ELECTRONICS DEFINED BENEFIT PLNS MASTER TST |
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STATE OF ALASKA RETIREMENT AND BENEFIT PLANS |
|
UTAH STATE RETIREMENT SYSTEMS |
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STATE OF ALASKA RETIREMENT AND BENEFIT PLANS |
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UTAH STATE RETIREMENT SYSTEMS |
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STATE OF OREGON |
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 |
SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
CODEC, July 15, 2015.
STATE TREASURY OFFICE PROCEEDING No. 12091-541592/2015
CODEC OPINION No. 122/2015
COMPANY: COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP
SUBJECT: Extraordinary Shareholders’ Meeting.
Companhia de Saneamento Básico do Estado de São Paulo – SABESP, through official letter CA-004, of June 23, 2015, submits to the appreciation of the State Capital Defense Council – CODEC the Agenda for the Extraordinary Shareholders’ Meeting to be held on July 21, at 11:00 a.m.:
I. Re-ratification of the overall compensation of the members of Management and the Fiscal Council related to fiscal year 2015, pursuant to the management proposal disclosed on this date.
Given the fact-finding phase, the matter can be submitted to the appreciation of shareholders, and the vote of the State Attorney shall observe the following parameters.
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SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
CODEC, July 15, 2015.
STATE TREASURY OFFICE PROCEEDING No. 12091-541592/2015
CODEC OPINION No. 122/2015
Page 2
Item “I” of the agenda deals with the re-ratification of the overall compensation of the members of Management and the Fiscal Council related to fiscal year 2015.
SABESP states that, within the scope of the resolution on the overall annual compensation of the members of the Company’s Management and the Fiscal Council for fiscal year 2015, taken at the Annual Shareholders’ Meeting held on April 30, 2015, the minutes included the approval of a fixed monthly compensation of the members of the Board of Executive Officers, Board of Directors and Fiscal Council, without expressly declaring the overall amount of the compensation of the members of Management and the Fiscal Council.
In view of this, the Securities and Exchange Commission - CVM requested clarifications to the Company regarding the overall amount of Management compensation established by the Shareholders’ Meeting, which should include benefits of any nature and financial compensations, pursuant to article 152 of Federal Law 6,404/1976.
As a result, in order to comply with the above request, the Company's Management hereby presents the calculation of the compensation of members of Management and the Fiscal Council, based on CVM Instruction 480/09, the guidelines in CIRCULAR LETTER/CVM/SEP/No. 02/2015 and precedents analyzed by the CVM regarding the matter, establishing the amount of the overall compensation for fiscal year 2015 at R$4,536,034.89,considering the current number of members of Management and the Fiscal Council.
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SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
CODEC, July 15, 2015.
STATE TREASURY OFFICE PROCEEDING No. 12091-541592/2015
CODEC OPINION No. 122/2015
Page 3
As it is verified by the statement presented by the Company’s Board of Executive Officers, said amount is merely a monetary expression of the global compensation of members of Management and the Fiscal Council and does not imply any increase in relation to the amount established by the Annual Shareholders’ Meeting of April 30, 2015.
Based on the fact-finding phase, the State Attorney may approve the matter in item 1 of the Agenda, ratifying the individual compensation of Management members established at: twenty thousand, five hundred and ninety reais (R$20,590.00) for the Executive Officers; R$6,177.00 for the members of the Board of Directors and R$4,118.00 for the members of the Fiscal Council, pursuant to the CODEC guidelines in effect, and approving the maximum limit for the overall compensation, considering the current composition of the statutory bodies, which includes the fixed compensation and other benefits included in the CODEC Opinions governing the matter, in addition to the corresponding charges, totaling R$4,536,034.89, as follows:
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Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
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Total Compensation |
R$1,146,576.21 |
R$3,068,254.68 |
R$321,204.00 |
R$4,536,034.89 |
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SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
CODEC, July 15, 2015.
STATE TREASURY OFFICE PROCEEDING No. 12091-541592/2015
CODEC OPINION No. 122/2015
Page 4
Finally, it is worth noting that no other matters shall be resolved on without CODEC’s prior and express consent.
CLAUDIA POLTO DA CUNHA
CODEC’s Executive Secretary
<
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SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
CODEC, July 15, 2015.
STATE TREASURY OFFICE PROCEEDING No. 12091-541592/2015
CODEC OPINION No. 122/2015
Page 5
I hereby approve the terms of this Opinion, based on the competence established in the sole paragraph of article 5 of State Decree 55,870, of May 27, 2010.
Copies of this document shall be sent to the State Attorney Officer and COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP.
RENATO VILLELA
Secretary of the State Treasury Office
Chairman of CODEC
CPC/CAA
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SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
OFFICIAL LETTER GS-CODEC No. 202/2015
São Paulo, July 15, 2015
Dear Sir,
I hereby submit to you a copy of CODEC Opinion No. 122/2015, related to the Extraordinary Shareholders’ Meeting of COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP.
Sincerely,
CLAUDIA POLTO DA CUNHA
CODEC’s Executive Secretary
To
MR. ELIVAL DA SILVA RAMOS
State Attorney
CPC/caa
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SÃO PAULO STATE GOVERMENT
STATE TREASURY OFFICE
secretary office
State Capital Defense CounciL –
CODEC |
OFFICIAL LETTER GS-CODEC No. 203/2015
São Paulo, July 15, 2015
Dear Sir,
I hereby submit to you a copy of CODEC Opinion No. 122/2015, related to the Extraordinary Shareholders’ Meeting of this company.
Sincerely,
CLAUDIA POLTO DA CUNHA
CODEC’s Executive Secretary
To
MR. BENEDITO PINTO FERREIRA BRAGA JUNIOR
Chairman of the Board of Directors
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: July 31, 2015
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP |
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| By: |
/s/ Rui de Britto Álvares Affonso
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Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer |
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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