UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )*
Pogo
Producing Company
(Name
of
Issuer)
Common
Shares
(Title
of
Class of Securities)
730448107
(CUSIP
Number)
Third
Avenue Management LLC
Attn:
W.
James Hall
622
Third
Avenue, 32nd Floor
New
York,
NY 10017
(212)
888-2290
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August
10, 2007
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
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
disclosures provided in a prior cover page.
The
information required on 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).
Persons
who respond to the
collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB control
number.
1
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NAME
OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Third
Avenue Management LLC (01-0690900)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d)
or 2(e): o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER:
4,285,722
shares
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER:
0
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER:
4,285,722 shares
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER:
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,285,722
shares
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE
INSTRUCTIONS):
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.3%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
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Note:
All shares identified above are the Issuer’s common shares, and the percentage
in Row 13 above relates to such common shares.
Item 3.
Source and Amount of Funds or Other Consideration
Item
3 is
amended as follows:
TAM
is a
registered investment adviser that acts as direct adviser to certain investment
companies and other funds, as a sub-adviser to certain other institutions,
and
as an adviser to separately managed accounts. Certain portfolios of these
funds
have used working capital to purchase Common Shares upon the orders of TAM
acting as adviser or sub-adviser.
Advised
Funds:
(i)
AEGON/Transamerica Series-Third Avenue Value Portfolio, an investment company
registered under the Investment Company Act of 1940, has expended $8,836,935
to
acquire 198,167 Common Shares; (ii) AIC Corporate Fund Inc., a mutual fund
corporation for which TAM acts as investment advisor, has expended
$24,751,994.70 to acquire 490,521 Common Shares; (iii) TA IDEX Third Avenue
Value Fund, an investment company registered under the Investment Company
Act of
1940, has expended $12,004,887 to acquire 249,871 Common Shares; (iv) Met
Investors Series Trust of the Third Avenue Small Cap Portfolio, an investment
company registered under the Investment Company Act of 1940, has expended
$57,897,834 to acquire 1,276,849 Common Shares; (v) OFI Select-Third Avenue
US
Equity Fund (SICAV), an offshore fund for which TAM acts as investment
advisor,
has expended $2,208,474 to acquire 46,068 Common Shares; (vi) Third Avenue
Small
Cap Value Fund, an investment company registered under the Investment Company
Act of 1940, has expended $75,955,893.07 to acquire 1,691,017 Common Shares;
(vii) Touchstone Variable Series Trust-Touchstone Third Avenue Value Fund,
an
investment company registered under the Investment Company Act of 1940,
has
expended $2,567,267 to acquire 56,133 Common Shares; (viii) Third Avenue
Value
Portfolio of the Third Avenue Variable Series Trust, an investment company
registered under the Investment Company Act of 1940, has expended $4,944,005.96
to acquire 112,500 Common Shares; and (ix) various separately managed accounts
for which TAM acts as investment advisor have expended a total of $8,029,975.98
to acquire 164,596 Common Shares. TAM plans to use the available
capital of these funds and accounts in any future purchase of Common
Shares.
Item 5.
Interest in Securities of the Issuer
(a-b)
The aggregate number and
percentage of Common Shares to which this Schedule 13D relates
is 4,285,722 Common Shares, constituting approximately 7.3% of
the 58,653,682 Common Shares outstanding.
A. AEGON/Transamerica
Series-Third Avenue Value Portfolio
(a) Amount
beneficially owned: 198,167 Common Shares.
(b) Percent of class:
0.3%
(c) Number of Common Shares
as to which TAM has:
(i) Sole power to vote or
direct the vote: 198,167
(ii) Shared power to vote
or direct the vote: 0
(iii) Sole power to dispose or
direct the disposition: 198,167
(iv) Shared power to dispose or
direct the disposition: 0
B. AIC
Corporate Fund Inc.
(a) Amount beneficially
owned: 490,521 Common Shares.
(b) Percent of class:
0.8%
(c) Number of Common Shares
as to which TAM has:
(i) Sole power to vote or
direct the vote: 490,521
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 490,521
(iv) Shared power to dispose or direct
the disposition: 0
C.
TA IDEX Third Avenue Value Fund
(a) Amount beneficially
owned: 249,871 Common Shares.
(b) Percent of class:
0.4%
(c) Number of Common Shares
as to which TAM has:
(i) Sole power to vote or
direct the vote: 249,871
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 249,871
(iv) Shared power to dispose or direct
the disposition: 0
D. Met
Investors Series Trust of the Third Avenue Small Cap Portfolio
(a) Amount beneficially
owned: 1,276,849 Common Shares.
(b) Percent of class:
2.2%
(c) Number of Common Shares
as to which TAM has:
(i) Sole power to vote or
direct the vote: 1,276,849
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 1,276,849
(iv) Shared power to dispose or direct
the disposition: 0
E. OFI
Select-Third Avenue US Equity Fund (SICAV)
(a) Amount beneficially
owned: 46,068 Common Shares.
(b) Percent of class:
0.1%
(c) Number of Common Shares
as to which TAM has:
(i) Sole power to vote or
direct the vote: 46,068
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 46,068
(iv) Shared power to dispose or direct
the disposition: 0
F. Third
Avenue Small Cap Value Fund
(a) Amount beneficially
owned: 1,691,017 Common Shares.
(b) Percent
of class: 2.9%
(c) Number
of Common Shares as to which TAM has:
(i) Sole power to vote or
direct the vote: 1,691,017
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 1,691,017
(iv) Shared power to dispose or direct
the disposition: 0
G. Touchstone
Variable Series Trust-Touchstone Third Avenue Value Fund
(a) Amount beneficially
owned: 56,133 Common Shares.
(b) Percent of class:
0.1%
(c) Number of Common Shares
as to which TAM has:
(i) Sole power to vote or
direct the vote: 56,133
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 56,133
(iv) Shared power to dispose or direct
the disposition: 0
H. Third
Avenue Value Portfolio of the Third Avenue Variable Series
Trust
(a) Amount beneficially
owned: 112,500 Common Shares.
(b) Percent
of class: 0.2%
(c) Number
of Common Shares as to which TAM has:
(i) Sole power to vote or
direct the vote: 112,500
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct
the disposition: 112,500
(iv) Shared power to dispose or direct
the disposition: 0
I. Third
Avenue Management Separately Managed Accounts
(a) Amount
beneficially owned: 164,596 Common Shares.
(b) Percent
of class: 0.3%
(c) Number
of Common Shares as to which TAM has:
(i) Sole power to vote or
direct the vote: 164,596
(ii) Shared power to vote or
direct the vote: 0
(iii) Sole power to dispose or direct the
disposition: 164,596
(iv) Shared power to dispose or direct the
disposition: 0
(c) A
list of the transactions in the Issuer’s Common Shares that were effected by TAM
during the past sixty days is attached as Schedule A hereto and is
incorporated herein by reference. All of the transactions listed on
Schedule A were effected in the open market.
(d) No
other person is known to have the right to receive or the power to direct
the
receipt of dividends from, or the proceeds from the sale of, such Common
Shares
other than the funds and accounts identified above.
(e) Not
applicable.
The
following documents are filed as exhibits:
Schedule
A: List of the transactions in the Issuer’s Common Shares that were
effected by TAM during the past sixty days.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
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Dated:
August 16, 2007 |
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THIRD
AVENUE MANAGEMENT LLC |
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By: /s/
W. James
Hall
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Name:
W.
James
Hall
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Title:
General Counsel
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Fund
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Nature
of Trade (Purchase or Sell)
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Transaction
Date
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Quantity
of Shares
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Price
per Share or Unit
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Separately
Managed Accounts
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Sell
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06/22/07
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1,000
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$ |
53.10
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Separately
Managed Accounts
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Sell
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06/22/07
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4,500
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$ |
53.13
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Separately
Managed Accounts
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Purchase
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07/02/07
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5,000
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$ |
50.91
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AEGON/Transamerica
Series-Third Avenue Value Portfolio
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Purchase
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07/03/07
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197
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$ |
51.15
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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07/03/07
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197
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$ |
51.15
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Separately
Managed Accounts
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Purchase
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07/03/07
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49
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$ |
51.15
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TA
IDEX Third Avenue Value Fund
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Purchase
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07/03/07
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257
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$ |
51.15
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AEGON/Transamerica
Series-Third Avenue Value Portfolio
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Purchase
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07/06/07
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61
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$ |
51.25
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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07/06/07
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61
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$ |
51.25
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Separately
Managed Accounts
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Purchase
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07/06/07
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5,000
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$ |
51.58
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TA
IDEX Third Avenue Value Fund
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Purchase
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07/06/07
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78
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$ |
51.25
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Separately
Managed Accounts
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Purchase
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07/10/07
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2,500
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$ |
51.35
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Separately
Managed Accounts
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Purchase
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07/12/07
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5,000
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$ |
51.08
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Separately
Managed Accounts
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Purchase
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07/16/07
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5,000
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$ |
50.55
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AIC
Corporate Fund Inc.
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Sell
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07/18/07
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80,000
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$ |
58.14
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AIC
Corporate Fund Inc.
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Sell
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07/18/07
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80,000
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$ |
58.26
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OFI
Select-Third Avenue US Equity Fund (SICAV)
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Sell
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07/18/07
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5,000
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$ |
58.14
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OFI
Select-Third Avenue US Equity Fund (SICAV)
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Sell
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07/18/07
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5,000
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$ |
58.26
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Separately
Managed Accounts
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Sell
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07/18/07
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1,000
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$ |
58.25
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Separately
Managed Accounts
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Sell
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07/18/07
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22,090
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$ |
58.26
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Separately
Managed Accounts
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Purchase
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07/30/07
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10,000
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$ |
53.21
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Separately
Managed Accounts
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Purchase
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07/30/07
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1,000
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$ |
53.49
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Separately
Managed Accounts
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Purchase
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07/31/07
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6,000
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$ |
53.25
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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08/02/07
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49,558
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$ |
51.67
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Separately
Managed Accounts
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Purchase
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08/02/07
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5,452
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$ |
51.67
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AIC
Corporate Fund Inc.
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Purchase
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08/03/07
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7,075
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$ |
51.05
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AIC
Corporate Fund Inc.
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Purchase
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08/03/07
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20,000
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$ |
52.41
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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08/03/07
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8,842
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$ |
51.05
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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08/03/07
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25,000
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$ |
52.41
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Separately
Managed Accounts
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Purchase
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08/03/07
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1,946
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$ |
51.05
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Separately
Managed Accounts
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Purchase
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08/03/07
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8,000
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$ |
52.41
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AIC
Corporate Fund Inc.
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Purchase
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08/06/07
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12,925
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$ |
50.68
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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08/06/07
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16,158
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$ |
50.68
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OFI
Select-Third Avenue US Equity Fund (SICAV)
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Sell
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08/06/07
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10,000
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$ |
51.05
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Separately
Managed Accounts
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Purchase
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08/06/07
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3,554
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$ |
50.68
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Separately
Managed Accounts
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Purchase
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08/07/07
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5,500
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$ |
51.10
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AIC
Corporate Fund Inc.
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Purchase
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08/10/07
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40,000
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$ |
49.26
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Third
Avenue Small Cap Value Fund
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Purchase
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08/10/07
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50,000
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$ |
49.13
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AIC
Corporate Fund Inc.
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Purchase
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08/15/07
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20,000
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$ |
49.73
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Met
Investors Series Trust of the Third Avenue Small Cap
Portfolio
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Purchase
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08/15/07
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25,000
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$ |
49.73
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Separately
Managed Accounts
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Purchase
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08/15/07
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5,000
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$ |
49.73
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