Franklin Resources reports 8.9% stake in ANDG

The Schedule 13G/A reports that Franklin Resources, Inc. and affiliated investment managers beneficially own 1,130,323 shares of Andersen Group Inc. Class A common stock, representing 8.9% of the class as of the calendar quarter ended March 31, 2026.

Rhea-AI Filing Summary

The Schedule 13G/A reports that Franklin Resources, Inc. and affiliated investment managers beneficially own 1,130,323 shares of Andersen Group Inc. Class A common stock, representing 8.9% of the class as of the calendar quarter ended March 31, 2026. The filing states that Franklin Advisers, Inc. has sole voting and dispositive power over 1,071,494 shares and that clients of Franklin investment management subsidiaries include Franklin Small Cap Growth Fund with 946,875 shares (7.5%).

Insights

Institutional Ownership Analyst

FRI reports an aggregated beneficial holding of 8.9% in ANDG.

The filing aggregates beneficial ownership across Franklin Resources and investment-management subsidiaries, reporting 1,130,323 shares (8.9%) as of March 31, 2026. Franklin Advisers, Inc. is reported with sole voting and dispositive power over 1,071,494 shares.

Disclosure notes an internal realignment ending prior disaggregation under the 1998 Release, and identifies clients (including Franklin Small Cap Growth Fund with 946,875 shares, 7.5%) as the underlying holders. Further filings would show any change in position.

Corporate Governance Specialist

Filing uses standard joint‑filing and power‑of‑attorney mechanics.

The submission includes a Joint Filing Agreement and a Limited Power of Attorney authorizing named attorneys‑in‑fact to file Section 13/16 reports. Signatures show Thomas C. Mandia acting for reporting entities and for named principals under POAs.

This is routine for large investment managers; governance effects depend on whether voting power is exercised and whether holdings change in later reports.

Key Figures

Beneficial ownership: 1,130,323 shares Percent of class: 8.9% Franklin Advisers voting power: 1,071,494 shares +2 more

5 metrics

Beneficial ownership 1,130,323 shares Aggregated holding as of March 31, 2026

Percent of class 8.9% Percent of Andersen Group Inc. Class A common stock

Franklin Advisers voting power 1,071,494 shares Sole voting and dispositive power reported

Franklin Small Cap Growth Fund holding 946,875 shares Fund holding reported as 7.5% of class

Fiduciary Trust holding 31,769 shares Identified with sole voting/dispositive power in Item 4

Key Terms

Schedule 13G/A, Investment Management Subsidiary, 1998 Release, Limited Power of Attorney

4 terms

Schedule 13G/A regulatory

"Item 1. (a) Name of issuer: Andersen Group Inc."

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Investment Management Subsidiary financial

"The securities reported herein are beneficially owned by one or more...investment managers"

1998 Release regulatory

"reported beneficial ownership separately in reliance on such release"

Limited Power of Attorney legal

"LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Franklin Resources report in ANDG?

Franklin Resources reports beneficial ownership of 1,130,323 shares (8.9%). The figure is aggregated across Franklin and its investment management subsidiaries as of the quarter ended March 31, 2026 and is disclosed on a Schedule 13G/A.

Which Franklin affiliate holds voting power over the ANDG shares?

Franklin Advisers, Inc. reports sole voting and dispositive power over 1,071,494 shares. The filing attributes sole power for those shares to the investment manager under the stated investment management contracts.

Does the filing identify underlying fund holdings in ANDG?

Yes. Franklin Small Cap Growth Fund holds 946,875 shares (7.5%). The filing states that investment management clients, including registered funds and managed accounts, are the beneficial owners of the reported securities.

What change in reporting did Franklin disclose?

As of March 31, 2026, FRI ceased prior disaggregation of affiliates. The filing explains an internal realignment: formerly disaggregated affiliates FMA and BGIM now have their holdings aggregated and reported by Franklin Resources, Inc.

Who signed the Schedule 13G/A for Franklin?

Thomas C. Mandia signed on behalf of Franklin Resources and Franklin Advisers, Inc. He also signed as attorney‑in‑fact for Charles B. Johnson and Rupert H. Johnson, Jr., under the attached powers of attorney.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 11:00 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Andersen Group Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value

(Title of Class of Securities)

033853102

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 033853102

1

Names of Reporting Persons

Franklin Resources, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,103,263.00
6	Shared Voting Power 27,060.00
7	Sole Dispositive Power 1,103,263.00
8	Shared Dispositive Power 27,060.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,130,323.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.9 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: 1. One or more of the investment management contracts that relates to these securities provides that the applicable FRI affiliate share investment power over the securities held in a client's account covered by such contract with another entity. 2. Formerly in accordance with SEC Release No. 34-39538 (January 12, 1998), Franklin Mutual Advisers, Inc. ("FMA") and Brandywine Global Investment Management, LLC ("BGIM") reported beneficial ownership separately on a disaggregated basis from Franklin Resources, Inc. ("FRI") in reliance on such release. As of the calendar quarter ended March 31, 2026, FRI went through an internal realignment such that FMA and BGIM ceased to be disaggregated and ceased to report separately from FRI and FRI is now reporting beneficial ownership of equity securities attributed to FMA and BGIM aggregated with other equity securities that may be beneficially owned by investment management subsidiaries of and reported by FRI.

SCHEDULE 13G

CUSIP Number(s): 033853102

1

Names of Reporting Persons

Charles B. Johnson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 033853102

1

Names of Reporting Persons

Rupert H. Johnson, Jr.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 033853102

1

Names of Reporting Persons

Franklin Advisers, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,071,494.00
6	Shared Voting Power 27,060.00
7	Sole Dispositive Power 1,071,494.00
8	Shared Dispositive Power 27,060.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,098,554.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.7 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Andersen Group Inc.
(b)	Address of issuer's principal executive offices: 333 Bush Street, Suite 1700, San Francisco, CA, 94104
Item 2.
(a)	Name of person filing: (i): Franklin Resources, Inc. (ii): Charles B. Johnson (iii): Rupert H. Johnson, Jr. (iv): Franklin Advisers, Inc.
(b)	Address or principal business office or, if none, residence: (i), (ii), (iii) and (iv): One Franklin Parkway San Mateo, CA 94403-1906
(c)	Citizenship: (i): Delaware (ii), (iii): USA, (iv): California
(d)	Title of class of securities: Class A common stock, $0.0001 par value
(e)	CUSIP No.: 033853102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,130,323
(b)	Percent of class: 8.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 1,071,494 Fiduciary Trust Company International: 31,769
	(ii) Shared power to vote or to direct the vote: Franklin Advisers, Inc.: 27,060
	(iii) Sole power to dispose or to direct the disposition of: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 1,071,494 Fiduciary Trust Company International: 31,769
	(iv) Shared power to dispose or to direct the disposition of: Franklin Advisers, Inc.: 27,060
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any 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 securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The clients of the Investment Management Subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Small Cap Growth Fund, a series of Franklin Strategic Series, an investment company registered under the Investment Company Act of 1940, has an interest in 946,875 shares, or 7.5% of the class of securities reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Attached Exhibit C
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Franklin Resources, Inc.

Signature:	/s/Thomas C. Mandia
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.
Date:	04/28/2026

Charles B. Johnson

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
Date:	04/28/2026

Rupert H. Johnson, Jr.

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13G
Date:	04/28/2026

Franklin Advisers, Inc.

Signature:	/s/Thomas C. Mandia
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Advisers, Inc.
Date:	04/28/2026

Comments accompanying signature: LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh 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 Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. ("FRI") and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a "Reporting Entity"), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) 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. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. 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 any 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. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; 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 16 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, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. 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 11th day of December, 2023. /s/CHARLES B. JOHNSON Signature Charles B. Johnson Print Name LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh 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 Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. ("FRI") and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a "Reporting Entity"), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) 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. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. 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 any 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. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; 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 16 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, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. 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 11th day of December, 2023. /s/RUPERT H. JOHNSON, JR. Signature Rupert H. Johnson, Jr. Print Name

Exhibit Information

Exhibit A: Joint Filing Agreement Exhibit B: Item 4 Ownership Exhibit C: Item 7 Identification and Classification of Subsidiaries Exhibit A: JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By: /s/THOMAS C. MANDIA Assistant Secretary of Franklin Resources, Inc. Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney of attached to this Schedule 13G Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of attached to this Schedule 13G Assistant Secretary of Franklin Advisers, Inc. Acknowledgment pursuant to Rule 13d-1(b)(1)(iii) Franklin Strategic Series on behalf of Franklin Small Cap Growth Fund By: /s/BJORN A. DAVIS Chief Compliance Officer of Franklin Strategic Series Exhibit B: Item 4 Ownership The securities reported herein are beneficially owned by one or more open or closed end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries (each, an "Investment Management Subsidiary" and, collectively, the "Investment Management Subsidiaries") of Franklin Resources Inc. ("FRI"), including the Investment Management Subsidiaries listed in this Item 4. When an investment management contract (including a sub advisory agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, the Investment Management Subsidiaries listed in this Item 4 may be deemed to be the beneficial owners of the securities reported in this Schedule 13G. Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other Investment Management Subsidiaries (FRI, its affiliates and the Investment Management Subsidiaries other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 9 and 11 of the cover page for FRI. FRI, the Principal Shareholders and each of the Investment Management Subsidiaries disclaim any pecuniary interest in any of such securities. In addition, the filing of this Schedule 13G on behalf of the Principal Shareholders, FRI and the FRI Aggregated Affiliates, as applicable, should not be construed as an admission that any of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the securities reported in this Schedule 13G. FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the securities held by any of them or by any persons or entities for whom or for which the Investment Management Subsidiaries provide investment management services. EXHIBIT C: Item 7 Identification and Classification of Subsidiaries Franklin Advisers, Inc.: Item 3 Classification: 3(e) Fiduciary Trust International: Item 3 Classification: 3(e)