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CUSIP NO. |
01988P108 |
13G |
Page 1 of 12 |
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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. 4)* |
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ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. |
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(Name of Issuer) |
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Common Stock, par value $0.01 per share |
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(Title of Class of Securities) |
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01988P108 |
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(CUSIP Number) |
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December 31, 2008 |
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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 filing on this |
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form with respect to the subject class of securities, and for any subsequent amendment containing |
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information which would alter the disclosures provided in a prior cover page. |
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The information required in the remainder of this cover page shall not be deemed to be "filed" for |
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the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the |
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liabilities of that section of the Act but shall be subject to all other provisions of the Act |
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(however, see the Notes). |
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CUSIP NO. |
01988P108 |
13G |
Page 2 of 12 |
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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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2,721,810 |
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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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1.9% |
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12. |
TYPE OF REPORTING PERSON |
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HC, CO (See Item 4) |
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CUSIP NO. |
01988P108 |
13G |
Page 3 of 12 |
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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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2,721,810 |
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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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1.9% |
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12. |
TYPE OF REPORTING PERSON |
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HC, IN (See Item 4) |
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CUSIP NO. |
01988P108 |
13G |
Page 4 of 12 |
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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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2,721,810 |
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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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1.9% |
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12. |
TYPE OF REPORTING PERSON |
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HC, IN (See Item 4) |
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CUSIP NO. |
01988P108 |
13G |
Page 5 of 12 |
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Item 1. |
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(a) |
Name of Issuer |
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ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. |
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(b) |
Address of Issuer's Principal Executive Offices |
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222 Merchandise Mart Plaza |
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Suite 2024 |
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Chicago, IL 60654 |
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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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(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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(c) |
Citizenship |
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(i): |
Delaware |
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(ii) and (iii): USA |
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(d) |
Title of Class of Securities |
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Common Stock, par value $0.01 per share |
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(e) |
CUSIP Number |
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01988P108 |
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CUSIP NO. |
01988P108 |
13G |
Page 6 of 12 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the |
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person filing is a: |
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(a) |
o Broker or dealer registered under section 15 of the Act (15 |
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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 |
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U.S.C. 78c). |
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(d) |
o Investment company registered under section 8 of the Investment |
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Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o An investment adviser in accordance with |
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§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 |
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Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o A church plan that is excluded from the definition of an |
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investment company under section 3(c)(14) of the Investment Company |
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Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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The securities reported herein (the Securities) are beneficially owned by one or more open- or |
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closed-end investment companies or other managed accounts that are investment management clients of |
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investment managers that are direct and indirect subsidiaries (each, an Investment Management Subsidiary |
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and, collectively, the Investment Management Subsidiaries) of Franklin Resources, Inc.(FRI), including |
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the Investment Management Subsidiaries listed in Item 7. Investment management contracts grant to the |
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Investment Management Subsidiaries all investment and/or voting power over the securities owned by such |
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investment management clients, unless otherwise noted in this Item 4. Therefore, for purposes of Rule |
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13d-3 under the Act, 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 FRI is being reported |
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in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) |
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relating to organizations, such as FRI, where related entities exercise voting and investment powers over |
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the securities being reported independently from each other. The voting and investment powers held by |
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Franklin Mutual Advisers, LLC (FMA), an indirect wholly-owned Investment Management Subsidiary, are |
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exercised independently from FRI and from all other Investment Management Subsidiaries (FRI, its |
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affiliates and the Investment Management Subsidiaries other than FMA are collectively, FRI affiliates). |
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Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent |
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the flow between FMA and the FRI affiliates of information that relates to the voting and investment |
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powers over the securities owned by their respective investment management clients. Consequently, FMA and |
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the FRI affiliates report the securities over which they hold investment and voting power separately from |
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each other for purposes of Section 13 of the Act. |
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Charles B. Johnson and Rupert H. Johnson, Jr. (the Principal Shareholders) each own in excess of 10% of |
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the outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the Principal |
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Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of |
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securities held by 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 owned and the percentage |
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of the class of which such shares are a part are reported in Items 9 and 11 of the cover pages for FRI and |
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each of the Principal Shareholders. FRI, the Principal Shareholders and each of the Investment Management |
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Subsidiaries disclaim any pecuniary interest in any of the Securities. In addition, the filing of this |
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Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as applicable, should not be |
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construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as |
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defined in Rule 13d-3, of any of the Securities. |
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CUSIP NO. |
01988P108 |
13G |
Page 7 of 12 |
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FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are |
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not a group within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to |
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attribute to each other the beneficial ownership of the Securities held by any of them or by any persons |
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or entities for whom or for which FRI subsidiaries provide investment management services. |
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(a) |
Amount beneficially owned: |
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2,721,810 |
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(b) |
Percent of class: |
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1.9% |
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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 Advisers, Inc.: |
2,721,810 |
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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 Advisers, Inc.: |
2,721,810 |
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(iv) |
Shared power to dispose or to direct the disposition of |
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0 |
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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 hereof the reporting |
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person has ceased to be the beneficial owner of more than five percent of the class of |
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securities, check the following x. |
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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 companies |
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registered under the Investment Company Act of 1940 and other managed accounts, have the right |
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to receive or power to direct the receipt of dividends from, as well as the proceeds from the |
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sale of, such securities reported on in this statement. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported |
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on By the Parent Holding Company |
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See Attached Exhibit C |
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(See also Item 4) |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable (See also Item 4) |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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CUSIP NO. |
01988P108 |
13G |
Page 8 of 12 |
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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 securities referred to |
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above were acquired and are held in the ordinary course of business and were not acquired and are not |
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held for the purpose of or with the effect of changing or influencing the control of the issuer of the |
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securities and were not acquired and are not held in connection with or as a participant in any |
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transaction having that purpose or effect. |
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This report shall not be construed as an admission by the persons filing the report that they are the |
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beneficial owner of any securities covered by this report. |
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SIGNATURE |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set |
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forth in this statement is true, complete and correct. |
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Dated: |
January 30, 2009 |
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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 attached to this |
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Schedule 13G |
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this |
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Schedule 13G |
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CUSIP NO. |
01988P108 |
13G |
Page 9 of 12 |
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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 amended, the undersigned |
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hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all |
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amendments to such statement and that such statement and all amendments to such statement are made on |
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behalf of each of them. |
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IN WITNESS WHEREOF, the undersigned have executed this agreement on |
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January 30, 2009. |
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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 attached to this |
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Schedule 13G |
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this |
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Schedule 13G |
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CUSIP NO. |
01988P108 |
13G |
Page 10 of 12 |
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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 and appoints each of |
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Robert Rosselot and Maria Gray, each acting individually, as the undersigneds true and lawful |
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attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, |
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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 |
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thereto or any related documentation) with the United States Securities and Exchange Commission, any |
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national securities exchanges and Franklin Resources, Inc., a Delaware corporation (the Reporting |
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Entity), as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and |
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the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); and |
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(2) |
perform any and all other acts which in the discretion of such attorney-in-fact are necessary or |
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desirable for and on behalf of the undersigned in connection with the foregoing. |
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The undersigned acknowledges that: |
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(1) |
this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in |
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their discretion on information provided to such attorney-in-fact without independent verification of such |
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information; |
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(2) |
any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned |
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pursuant to this Limited Power of Attorney will be in such form and will contain such information and |
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disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; |
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(3) |
neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) any liability for the |
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undersigneds responsibility to comply with the requirements of the Exchange Act or (ii) any liability of |
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the undersigned for any failure to comply with such requirements; and |
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(4) |
this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with |
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the undersigneds obligations under the Exchange Act, including without limitation the reporting |
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requirements under Section 13 of the Exchange Act. |
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The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and |
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authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to |
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be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might |
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or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the |
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undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. |
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This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned |
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in a signed writing delivered to each such attorney-in-fact. |
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of |
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this |
30th |
day of |
April |
, 2007 |
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/s/Charles B. Johnson |
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Signature |
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Charles B. Johnson |
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Print Name |
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CUSIP NO. |
01988P108 |
13G |
Page 11 of 12 |
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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 and appoints each of |
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Robert Rosselot and Maria Gray, each acting individually, as the undersigneds true and lawful |
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attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, |
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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 |
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thereto or any related documentation) with the United States Securities and Exchange Commission, any |
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national securities exchanges and Franklin Resources, Inc., a Delaware corporation (the Reporting |
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Entity), as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and |
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the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); and |
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(2) |
perform any and all other acts which in the discretion of such attorney-in-fact are necessary or |
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desirable for and on behalf of the undersigned in connection with the foregoing. |
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The undersigned acknowledges that: |
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(1) |
this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in |
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their discretion on information provided to such attorney-in-fact without independent verification of such |
|
information; |
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(2) |
any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned |
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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; |
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(3) |
neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) any liability for the |
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undersigneds responsibility to comply with the requirements of the Exchange Act or (ii) any liability of |
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the undersigned for any failure to comply with such requirements; and |
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(4) |
this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance |
|
with the undersigneds obligations under the Exchange Act, including without limitation the reporting |
|
requirements under Section 13 of the Exchange Act. |
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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. |
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This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned |
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in a signed writing delivered to each such attorney-in-fact. |
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as |
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of this |
25th |
day of |
April |
, 2007 |
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/s/ Rupert H. Johnson, Jr. |
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Signature |
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Rupert H. Johnson, Jr. |
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Print Name |
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CUSIP NO. |
01988P108 |
13G |
Page 12 of 12 |
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EXHIBIT C |
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Franklin Advisers, Inc. |
Item 3 Classification: 3(e) |