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CUSIP NO. |
960413102 |
13G |
Page 1 of 14 |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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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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Westlake Chemical Corporation |
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(Name of Issuer) |
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Common Stock, $0.01 par value |
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(Title of Class of Securities) |
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960413102 |
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(CUSIP Number) |
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December 31, 2009 |
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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x |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
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*The remainder of this cover page shall be filled out for a reporting person's initial |
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filing on this form with respect to the subject class of securities, and for any |
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subsequent amendment containing information which would alter the disclosures provided in |
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a prior cover page. |
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The information required in the remainder of this cover page shall not be deemed to be |
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"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or |
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otherwise subject to the liabilities of that section of the Act but shall be subject to |
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all other provisions of the Act (however, see the Notes). |
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CUSIP NO. |
960413102 |
13G |
Page 2 of 14 |
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1. |
NAMES OF REPORTING PERSONS. |
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Franklin Resources, Inc. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) |
X |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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(See Item 4) |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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(See Item 4) |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,249,121 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.4% |
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12. |
TYPE OF REPORTING PERSON |
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HC, CO (See Item 4) |
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CUSIP NO. |
960413102 |
13G |
Page 3 of 14 |
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1. |
NAMES OF REPORTING PERSONS. |
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Charles B. Johnson |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) |
X |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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(See Item 4) |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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(See Item 4) |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,249,121 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.4% |
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12. |
TYPE OF REPORTING PERSON |
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HC, IN (See Item 4) |
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CUSIP NO. |
960413102 |
13G |
Page 4 of 14 |
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1. |
NAMES OF REPORTING PERSONS. |
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Rupert H. Johnson, Jr. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) |
X |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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(See Item 4) |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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(See Item 4) |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,249,121 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.4% |
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12. |
TYPE OF REPORTING PERSON |
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HC, IN (See Item 4) |
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CUSIP NO. |
960413102 |
13G |
Page 5 of 14 |
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1. |
NAMES OF REPORTING PERSONS. |
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Franklin Advisory Services, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) |
X |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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5. |
SOLE VOTING POWER |
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4,153,821 |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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4,249,121 |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
4,249,121 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
|
CERTAIN SHARES o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.4% |
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12. |
TYPE OF REPORTING PERSON |
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IA, OO (See Item 4) |
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CUSIP NO. |
960413102 |
13G |
Page 6 of 14 |
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Item 1. |
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(a) |
Name of Issuer |
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Westlake Chemical Corporation |
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(b) |
Address of Issuer's Principal Executive Offices |
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2801 Post Oak Boulevard, |
Suite 600 |
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Houston, TX 77056 |
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Item 2. |
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(a) |
Name of Person Filing |
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(i): |
Franklin Resources, Inc. |
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(ii): |
Charles B. Johnson |
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(iii): |
Rupert H. Johnson, Jr. |
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(iv): |
Franklin Advisory Services, LLC |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(i), (ii), and (iii): |
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One Franklin Parkway |
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San Mateo, CA 94403-1906 |
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(iv): |
One Parker Plaza, Ninth Floor |
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Fort Lee, NJ 07024-2938 |
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(c) |
Citizenship |
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(i): |
Delaware |
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(ii) and (iii): USA |
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(iv): |
Delaware |
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(d) |
Title of Class of Securities |
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Common Stock, $0.01 par value |
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(e) |
CUSIP Number |
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960413102 |
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CUSIP NO. |
960413102 |
13G |
Page 7 of 14 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), |
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check whether the person filing is a: |
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(a) |
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. |
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78c). |
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(d) |
o Investment company registered under section 8 of the Investment Company |
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Act of 1940 (15 U.S.C 80a-8). |
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(e) |
x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o An employee benefit plan or endowment fund in accordance with |
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§240.13d-1(b)(1)(ii)(F); |
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(g) |
x A parent holding company or control person in accordance with |
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§240.13d-1(b)(1)(ii)(G); |
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(h) |
o A savings associations as defined in Section 3(b) of the Federal Deposit |
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Insurance Act (12 U.S.C. 1813); |
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(i) |
o A church plan that is excluded from the definition of an investment |
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company under section 3(c)(14) of the Investment Company Act of 1940 (15 |
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U.S.C. 80a-3); |
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(j) |
o A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J); |
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(k) |
o Group, in accordance with §240.13d 1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). please |
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specify the type of institution: |
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Item 4. |
Ownership |
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The securities reported herein (the “Securities”) are beneficially owned by one or |
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more open- or closed-end investment companies or other managed accounts that are |
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investment management clients of investment managers that are direct and indirect |
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subsidiaries (each, an “Investment Management Subsidiary” and, collectively, the |
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“Investment Management Subsidiaries”) of Franklin Resources, Inc. (“FRI”), including |
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the Investment Management Subsidiaries listed in Item 7. Investment management |
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contracts grant to the Investment Management Subsidiaries all investment and/or |
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voting power over the securities owned by such investment management clients, unless |
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otherwise noted in this Item 4. Therefore, for purposes of Rule 13d-3 under the Act, |
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the Investment Management Subsidiaries may be deemed to be the beneficial owners of |
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the Securities. |
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Beneficial ownership by Investment Management Subsidiaries and other affiliates of |
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FRI is being reported in conformity with the guidelines articulated by the SEC staff |
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in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, |
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where related entities exercise voting and investment powers over the securities |
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being reported independently from each other. The voting and investment powers held |
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by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly-owned Investment |
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Management Subsidiary, are exercised independently from FRI and from all other |
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Investment Management Subsidiaries (FRI, its affiliates and the Investment Management |
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Subsidiaries other than FMA are collectively, “FRI affiliates”). Furthermore, |
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internal policies and procedures of FMA and FRI establish informational barriers that |
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prevent the flow between FMA and the FRI affiliates of information that relates to |
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the voting and investment powers over the securities owned by their respective |
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investment management clients. Consequently, FMA and the FRI affiliates report the |
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securities over which they hold investment and voting power separately from each |
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other for purposes of Section 13 of the Act. |
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CUSIP NO. |
960413102 |
13G |
Page 8 of 14 |
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Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own |
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in excess of 10% of the outstanding common stock of FRI and are the principal |
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stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for |
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purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by |
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persons and entities for whom or for which FRI subsidiaries provide investment |
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management services. The number of shares that may be deemed to be beneficially |
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owned and the percentage of the class of which such shares are a part are reported in |
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Items 9 and 11 of the cover pages for FRI and each of the Principal Shareholders. |
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FRI, the Principal Shareholders and each of the Investment Management Subsidiaries |
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disclaim any pecuniary interest in any of the Securities. In addition, the filing of |
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this Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as |
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applicable, should not be construed as an admission that any of them is, and each of |
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them disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of |
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the Securities. |
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FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries |
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believe that they are not a “group” within the meaning of Rule 13d-5 under the Act |
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and that they are not otherwise required to attribute to each other the beneficial |
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ownership of the Securities held by any of them or by any persons or entities for |
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whom or for which the Investment Management Subsidiaries provide investment |
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management services. |
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(a) |
Amount beneficially owned: |
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4,249,121 |
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(b) |
Percent of class: |
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6.4% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
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Franklin Resources, Inc.: |
0 |
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Charles B. Johnson: |
0 |
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Rupert H. Johnson, Jr.: |
0 |
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Franklin Advisory Services, LLC: |
4,153,821 |
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(ii) |
Shared power to vote or to direct the vote |
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0 |
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(iii) |
Sole power to dispose or to direct the disposition of |
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Franklin Resources, Inc.: |
0 |
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Charles B. Johnson: |
0 |
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Rupert H. Johnson, Jr.: |
0 |
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Franklin Advisory Services, LLC: |
4,249,121 |
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(iv) |
Shared power to dispose or to direct the disposition of |
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0 |
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CUSIP NO. |
960413102 |
13G |
Page 9 of 14 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date |
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hereof the reporting person has ceased to be the beneficial owner of more |
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than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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The clients of the Investment Management Subsidiaries, including investment |
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companies registered under the Investment Company Act of 1940 and other |
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managed accounts, have the right to receive or power to direct the receipt of |
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dividends from, and the proceeds from the sale of, the Securities. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the |
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Security Being Reported on By the Parent Holding Company |
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See Attached Exhibit C |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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CUSIP NO. |
960413102 |
13G |
Page 10 of 14 |
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Item 10. |
Certification |
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By signing below I certify that, to the best of my knowledge and belief, the |
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securities referred to above were acquired and are held in the ordinary course of |
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business and were not acquired and are not held for the purpose of or with the effect |
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of changing or influencing the control of the issuer of the securities and were not |
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acquired and are not held in connection with or as a participant in any transaction |
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having that purpose or effect. |
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Exhibits |
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Exhibit A Joint Filing Agreement |
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Exhibit B Limited Powers of Attorney for Section 13 Reporting Obligations |
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Exhibit C Item 7 Identification and Classification of Subsidiaries |
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SIGNATURE |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that |
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the information set forth in this statement is true, complete and correct. |
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Dated: |
February 1, 2010 |
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Franklin Resources, Inc. |
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Charles B. Johnson |
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Rupert H. Johnson, Jr. |
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By: |
/s/ROBERT C.ROSSELOT |
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----------------------------- |
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Robert C. Rosselot |
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Assistant Secretary of Franklin Resources, Inc. |
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Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney |
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attached to this Schedule 13G |
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney |
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attached to this Schedule 13G |
Franklin Advisory Services, LLC
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By: |
/s/STEVEN J. GRAY |
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----------------------------- |
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Steven J. Gray |
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Assistant Secretary of Franklin Advisory Services, LLC |
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CUSIP NO. |
960413102 |
13G |
Page 11 of 14 |
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EXHIBIT A |
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JOINT FILING AGREEMENT |
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In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as |
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amended, the undersigned hereby agree to the joint filing with each other of the |
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attached statement on Schedule 13G and to all amendments to such statement and that |
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such statement and all amendments to such statement are made on behalf of each of |
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them. |
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IN WITNESS WHEREOF, the undersigned have executed this agreement on |
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February 1, 2010. |
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Franklin Resources, Inc. |
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Charles B. Johnson |
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Rupert H. Johnson, Jr. |
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By: |
/s/ROBERT C.ROSSELOT |
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----------------------------- |
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Robert C. Rosselot |
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Assistant Secretary of Franklin Resources, Inc. |
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Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney |
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attached to this Schedule 13G |
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney |
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attached to this Schedule 13G |
Franklin Advisory Services, LLC
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By: |
/s/STEVEN J. GRAY |
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----------------------------- |
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Steven J. Gray |
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Assistant Secretary of Franklin Advisory Services, LLC |
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Secretary of Franklin Advisory Services, LLC |
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CUSIP NO. |
960413102 |
13G |
Page 12 of 14 |
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EXHIBIT B |
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LIMITED POWER OF ATTORNEY |
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FOR |
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SECTION 13 REPORTING OBLIGATIONS |
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Know all by these presents, that the undersigned hereby makes, constitutes |
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and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the |
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undersigned’s true and lawful attorney-in-fact, with full power and authority as |
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hereinafter described on behalf of and in the name, place and stead of the |
|
undersigned to: |
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(1) |
prepare, execute, acknowledge, deliver and file Schedules 13D and 13G |
|
(including any amendments thereto or any related documentation) with the United |
|
States Securities and Exchange Commission, any national securities exchanges and |
|
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as |
|
considered necessary or advisable under Section 13 of the Securities Exchange Act of |
|
1934 and the rules and regulations promulgated thereunder, as amended from time to |
|
time (the “Exchange Act”); and |
|
(2) |
perform any and all other acts which in the discretion of such |
|
attorney-in-fact are necessary or desirable for and on behalf of the undersigned in |
|
connection with the foregoing. |
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The undersigned acknowledges that: |
|
(1) |
this Limited Power of Attorney authorizes, but does not require, each such |
|
attorney-in-fact to act in their discretion on information provided to such |
|
attorney-in-fact without independent verification of such information; |
|
(2) |
any documents prepared and/or executed by either such attorney-in-fact on |
|
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such |
|
form and will contain such information and disclosure as such attorney-in-fact, in |
|
his or her discretion, deems necessary or desirable; |
|
(3) |
neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) |
|
any liability for the undersigned’s responsibility to comply with the requirements of |
|
the Exchange Act or (ii) any liability of the undersigned for any failure to comply |
|
with such requirements; and |
|
(4) |
this Limited Power of Attorney does not relieve the undersigned from |
|
responsibility for compliance with the undersigned’s obligations under the Exchange |
|
Act, including without limitation the reporting requirements under Section 13 of the |
|
Exchange Act. |
|
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact |
|
full power and authority to do and perform all and every act and thing whatsoever |
|
requisite, necessary or appropriate to be done in and about the foregoing matters as |
|
fully to all intents and purposes as the undersigned might or could do if present, |
|
hereby ratifying all that each such attorney-in-fact of, for and on behalf of the |
|
undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of |
|
Attorney. |
|
This Limited Power of Attorney shall remain in full force and effect until revoked |
|
by the undersigned in a signed writing delivered to each such attorney-in-fact. |
|
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be |
|
executed as of this |
30th |
day of |
April |
, 2007 |
|
/s/Charles B. Johnson |
|
Signature |
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Charles B. Johnson |
|
Print Name |
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CUSIP NO. |
960413102 |
13G |
Page 13 of 14 |
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LIMITED POWER OF ATTORNEY |
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FOR |
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SECTION 13 REPORTING OBLIGATIONS |
|
Know all by these presents, that the undersigned hereby makes, constitutes |
|
and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the |
|
undersigned’s true and lawful attorney-in-fact, with full power and authority as |
|
hereinafter described on behalf of and in the name, place and stead of the |
|
undersigned to: |
|
(1) |
prepare, execute, acknowledge, deliver and file Schedules 13D and 13G |
|
(including any amendments thereto or any related documentation) with the United |
|
States Securities and Exchange Commission, any national securities exchanges and |
|
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as |
|
considered necessary or advisable under Section 13 of the Securities Exchange Act of |
|
1934 and the rules and regulations promulgated thereunder, as amended from time to |
|
time (the “Exchange Act”); and |
|
(2) |
perform any and all other acts which in the discretion of such |
|
attorney-in-fact are necessary or desirable for and on behalf of the undersigned in |
|
connection with the foregoing. |
|
The undersigned acknowledges that: |
|
(1) |
this Limited Power of Attorney authorizes, but does not require, each such |
|
attorney-in-fact to act in their discretion on information provided to such |
|
attorney-in-fact without independent verification of such information; |
|
(2) |
any documents prepared and/or executed by either such attorney-in-fact on |
|
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such |
|
form and will contain such information and disclosure as such attorney-in-fact, in |
|
his or her discretion, deems necessary or desirable; |
|
(3) |
neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) |
|
any liability for the undersigned’s responsibility to comply with the requirements of |
|
the Exchange Act or (ii) any liability of the undersigned for any failure to comply |
|
with such requirements; and |
|
(4) |
this Limited Power of Attorney does not relieve the undersigned from |
|
responsibility for compliance with the undersigned’s obligations under the Exchange |
|
Act, including without limitation the reporting requirements under Section 13 of the |
|
Exchange Act. |
|
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact |
|
full power and authority to do and perform all and every act and thing whatsoever |
|
requisite, necessary or appropriate to be done in and about the foregoing matters as |
|
fully to all intents and purposes as the undersigned might or could do if present, |
|
hereby ratifying all that each such attorney-in-fact of, for and on behalf of the |
|
undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of |
|
Attorney. |
|
This Limited Power of Attorney shall remain in full force and effect until revoked |
|
by the undersigned in a signed writing delivered to each such attorney-in-fact. |
|
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be |
|
executed as of this |
25th |
day of |
April |
, 2007 |
|
/s/ Rupert H. Johnson, Jr. |
|
Signature |
|
Rupert H. Johnson, Jr. |
|
Print Name |
|
CUSIP NO. |
960413102 |
13G |
Page 14 of 14 |
|
EXHIBIT C |
|
Franklin Advisory Services, LLC |
Item 3 Classification: 3(e) |