1
NAME OF REGISTRANT
Franklin Universal Trust
File No. 811-5569
EXHIBIT ITEM No. 77C: Submission of matters to a vote of security
holders and Consent of Sole Shareholder.
FRANKLIN UNIVERSAL TRUST
MINUTES OF THE ANNUAL SHAREHOLDERS' MEETING
May 9, 2000
The Annual Shareholders' Meeting of Franklin Universal Trust (the
"Fund") was held on May 9, 2000 at 2:00 p.m. at the offices of
the Fund, 777 Mariners Island Boulevard, San Mateo, California
94404.
Christopher Molumphy presided at the Meeting and David P. Goss
acted as Secretary. Mr. Molumphy appointed Joyce L. Sanns to
serve as Inspector of Election.
The reading of the "Notice of 2000 Annual Shareholders' Meeting"
dated April 10, 2000, was waived. The Secretary was directed to
enter the Notice of the Meeting and the accompanying Proxy
Statement into the Minutes of the Meeting.
An alphabetical list of shareholders entitled to vote at the
Meeting and the proxies, which had been executed by the
shareholders, were then presented. The Secretary reported that
on the record date, March 30, 2000, there were 26,897,360.674
outstanding shares of the Fund issued, outstanding and entitled
to vote at the Meeting, and that a majority of such shares was
present in person or represented by proxy at the Meeting and
there was the quorum needed to transact the business of the
Meeting.
Mr. Molumphy then called for voting on the matters set forth in
the Proxy Statement. Ms. Sanns then submitted the results of the
vote to the Secretary who noted that on the questions, the voting
was as follows:
1. Regarding the election of the nominees for Trustees:
Shares Shares
For Against
Frank H. Abbott 23,199,519.632 0
Harris J. Ashton 23,256,165.654 0
S. Joseph Fortunato 23,261,199.654 0
Edward B. Jamieson 23,258,671.840 0
Charles B. Johnson 23,256,904.654 0
Rupert H. Johnson, Jr. 23,281,944.286 0
Frank W. T. LaHaye 23,241,071.355 0
Gordon S. Macklin 23,236,433.534 0
2. Regarding the ratification of the selection of
PricewaterhouseCoopers LLP, as independent auditors of the
Fund for the fiscal year ending August 31, 2000:
Shares Shares
For Against
23,273,056.261 145,011.616
3. Regarding granting the proxy holders the authority to vote
upon any other business that may legally come before the Meeting:
Shares Shares
For Against
22,554,726.792 517,141.889
There being no further business to come before the Meeting, upon
motion duly made, seconded and carried, the Meeting was
adjourned.
Dated: May 9, 2000
__________________________
David P. Goss
Acting
Secretary
