SEC Filings

SC 13G/A
FRANKLIN RESOURCES INC filed this Form SC 13G/A on 02/09/2017
Entire Document



      CUSIP NO. 92922P106                           13G   Page 13 of 14


                                                                      LIMITED POWER OF ATTORNEY


                                                               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



          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.



                                                                                                                        Rupert H. Johnson, Jr.

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