SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section.240-14a-11(c) or Section.240-
14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Franklin Universal Trust
(Name of Registrant as Specified In Its Charter)
Franklin Universal Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary material.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Franklin(R) Templeton(R)
FRANKLIN UNIVERSAL TRUST
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the annual shareholders' meeting scheduled for
Tuesday, May 9, 2000 at 2:00 p.m. Pacific time. They discuss the proposals to
be voted on at the meeting, and contain your proxy statement and proxy card.
A proxy card is, in essence, a ballot. When you vote your proxy, it tells us
how you wish to vote on important issues relating to your fund. If you
complete and sign the proxy, we'll vote it exactly as you tell us. If you
simply sign the proxy, we'll vote it in accordance with the Trustees'
recommendations on page 1 of the proxy statement.
WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSALS IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW
HOW YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY,
THE FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL
MAILINGS.
WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL FUND INFORMATION AT
1-800/DIAL BEN(R) (1-800/342-5236).
TELEPHONE AND INTERNET VOTING
FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE OR THROUGH THE
INTERNET, 24 HOURS A DAY. IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND
SEPARATE INSTRUCTIONS ARE ENCLOSED.
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Franklin(R) Templeton(R)
FRANKLIN UNIVERSAL TRUST
NOTICE OF 2000 ANNUAL SHAREHOLDERS' MEETING
The Annual Shareholders' Meeting ("Meeting") of Franklin Universal Trust (the
"Fund") will be held at the Fund's offices, 777 Mariners Island Blvd., San
Mateo, California, 94404 on Tuesday, May 9, 2000 at 2:00 p.m. Pacific time.
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of a Board of Trustees of the Fund;
2. The ratification or rejection of the selection of
PricewaterhouseCoopers LLP as independent auditors for the Fund for
the fiscal year ending August 31, 2000;
3. The transaction of any other business that may properly come before
the Meeting or any adjournment thereof.
The Board of Trustees has fixed March 30, 2000 as the record date for the
determination of shareholders entitled to vote at the Meeting.
By Order of the Board of Trustees,
/s/ Deborah R. Gatzek
SECRETARY
San Mateo, California
Dated: April 10, 2000
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PLEASE SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE SELF-ADDRESSED
ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
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FRANKLIN UNIVERSAL TRUST
PROXY STATEMENT
INFORMATION ABOUT VOTING:
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on March 30, 2000 are
entitled to be present and to vote at the Meeting or any adjourned meeting.
Each share of record is entitled to one vote on each matter presented at the
Meeting. The Notice of Meeting, the proxy card, and the proxy statement were
mailed to shareholders of record on or about April 10, 2000.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on three proposals:
1. The election of eight nominees to the position of Trustee;
2. To ratification or rejection of the selection of PricewaterhouseCoopers
LLP as independent auditors of the Fund for the fiscal year ending
August 31, 2000; and
3. The transaction of any other business that may properly come before the
Meeting or any adjournment thereof.
HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?
The Trustees unanimously recommend that you vote:
1. FOR the election of the eight nominees to the position of trustee;
2. FOR the ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors of the Fund; and
3. FOR the proxyholders to have discretion to vote on any other business as
may properly come before the Meeting or any adjournment thereof.
HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?
You may attend the Meeting and vote in person or you may complete and return
the enclosed proxy card. If you are eligible to vote by telephone or through
the internet, a control number and separate instructions are enclosed.
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals 1 through 3, your proxy will be voted as you indicated. If you
simply sign and date the proxy card, but don't specify a vote for any of the
Proposals 1 through 3, your shares will be voted IN FAVOR of the nominees for
Trustee (Proposal 1), IN FAVOR of ratifying the selection of
PricewaterhouseCoopers LLP as independent auditors (Proposal 2), and/or IN
ACCORDANCE with the discretion of the persons named in the proxy card as to
any other matters that may properly come before the Meeting (Proposal 3).
CAN I REVOKE MY PROXY?
You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received by the
Fund at or prior to the Meeting, or attending the Meeting and voting in
person.
THE PROPOSALS:
PROPOSAL 1: ELECTION OF TRUSTEES
WHO ARE THE NOMINEES?
Frank H. Abbott, III, Harris J. Ashton, S. Joseph Fortunato, Edward B.
Jamieson, Charles B. Johnson, Rupert H. Johnson, Jr., Frank W.T. LaHaye, and
Gordon S. Macklin have been nominated to be Trustees of the Fund, to hold
office until the next Annual Shareholders' Meeting, and until their
successors are duly elected and qualified to serve. All of the nominees are
currently members of the Board of Trustees (the "Board"). In addition, all of
the current nominees are also directors and/or trustees of other investment
companies in the Franklin Group of Funds(R) and/or the Templeton Group of Funds
(collectively, the "Franklin Templeton Group of Funds").
Certain Trustees of the Fund hold director and/or officer positions with
Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company, the principal shareholders of which are
Charles B. Johnson and Rupert H. Johnson, Jr., who own approximately 19% and
15%, respectively, of its outstanding shares. Resources is primarily engaged,
through its various subsidiaries, in providing investment management, share
distribution, transfer agent and administrative services to a family of
investment companies. Resources is a New York Stock Exchange, Inc. ("NYSE")
listed holding company (NYSE: BEN). Charles B. Johnson, the Chairman of the
Board of the Fund, and Rupert H. Johnson, Jr., a Vice President of the Fund,
are brothers.
Each nominee is currently eligible and has consented to serve if elected. If
any of the nominees should become unavailable, the persons named in the proxy
card will vote in their discretion for another person or persons who may be
nominated as Trustees.
Listed below, for each nominee, is a brief description of recent professional
experience, ownership of shares of the Fund and shares of all funds in the
Franklin Templeton Group of Funds.
SHARES
BENEFICIALLY
FUND SHARES OWNED IN THE
BENEFICIALLY FRANKLIN
OWNED AND % TEMPLETON
OF TOTAL GROUP OF
OUTSTANDING FUNDS
PRINCIPAL OCCUPATION SHARES ON (INCLUDING
NAME AND OFFICES WITH DURING PAST FIVE YEARS DECEMBER THE FUND) AS
THE FUND AND AGE 31, 1999 OF DECEMBER
31, 1999
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FRANK H. ABBOTT, III President and Director, None 923,419
TRUSTEE SINCE 1988 Abbott Corporation (an
investment company);
director or trustee, as
the case may be, of 28
of the investment
companies in the
Franklin Templeton Group
of Funds; and FORMERLY,
Director, MotherLode
Gold Mines Consolidated
(gold mining) (until
1996) and Vacu-Dry Co.
(food processing) (until
1996). Age 79.
SHARES
BENEFICIALLY
FUND SHARES OWNED IN THE
BENEFICIALLY FRANKLIN
OWNED AND % TEMPLETON
OF TOTAL GROUP OF
PRINCIPAL OCCUPATION OUTSTANDING FUNDS
DURING PAST FIVE YEARS SHARES ON (INCLUDING
NAME AND OFFICES WITH AND AGE DECEMBER THE FUND) AS
THE FUND 31, 1999 OF DECEMBER
31, 1999
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HARRIS J. ASHTON Director, RBC Holdings, 1,352 1,509,048
TRUSTEE SINCE 1988 Inc. (bank holding
company) and Bar-S Foods
(meat packing company);
director or trustee, as
the case may be, of 48
of the investment
companies in the
Franklin Templeton Group
of Funds; and FORMERLY,
President, Chief
Executive Officer and
Chairman of the Board,
General Host Corporation
(nursery and craft
centers) (until 1998).
Age 67.
S. JOSEPH FORTUNATO Member of the law firm 2,365 583,059
TRUSTEE SINCE 1989 of Pitney, Hardin, Kipp
& Szuch; and director or
trustee, as the case may
be, of 50 of the
investment companies in
the Franklin Templeton
Group of Funds. Age 67.
*EDWARD B. JAMIESON Executive Vice President None 249,925
PRESIDENT AND TRUSTEE and Portfolio Manager,
SINCE 1993 Franklin Advisers, Inc.;
officer of other
subsidiaries of Franklin
Resources, Inc.; and
officer and trustee of
four of the investment
companies in the
Franklin Templeton Group
of Funds. Age 51.
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED IN THE
OWNED AND % FRANKLIN
OF TOTAL TEMPLETON
OUTSTANDING GROUP OF
SHARES ON FUNDS
PRINCIPAL OCCUPATION DECEMBER (INCLUDING
NAME AND OFFICES WITH DURING PAST FIVE YEARS 31, 1999 THE FUND) AS
THE FUND AND AGE OF DECEMBER
31, 1999
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CHARLES B. JOHNSON Chairman of the Board, 1,000 22.129,668
CHAIRMAN OF THE BOARD Chief Executive Officer,
SINCE 1993 AND TRUSTEE Member - Office of the
SINCE 1988 Chairman and Director,
Franklin Resources,
Inc.; Chairman of the
Board and Director,
Franklin Advisers, Inc.
and Franklin Investment
Advisory Services, Inc.;
Vice President, Franklin
Templeton Distributors,
Inc.; Director,
Franklin/Templeton
Investor Services, Inc.
and Franklin Templeton
Services, Inc.; officer
and/or director or
trustee, as the case may
be, of most of the other
subsidiaries of Franklin
Resources, Inc. and of
49 of the investment
companies in the
Franklin Templeton Group
of Funds. Age 67.
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY TEMPLETON
OWNED AND % GROUP OF
OF TOTAL FUNDS
OUTSTANDING (INCLUDING
PRINCIPAL OCCUPATION SHARES ON THE FUND) AS
NAME AND OFFICES WITH DURING PAST FIVE YEARS DECEMBER OF DECEMBER
THE FUND AND AGE 31, 1999 31, 1999
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RUPERT H. JOHNSON, JR. Vice Chairman, Member - 1,000 15,174,056
SENIOR VICE PRESIDENT Office of the Chairman
AND TRUSTEE SINCE 1988 and Director, Franklin
Resources, Inc.;
Executive Vice President
and Director, Franklin
Templeton Distributors,
Inc.; Director, Franklin
Advisers, Inc. and
Franklin Investment
Advisory Services, Inc.;
Senior Vice President,
Franklin Advisory
Services, LLC; Director,
Franklin/Templeton
Investor Services, Inc.;
and officer and/or
director or trustee, as
the case may be, of most
of the other subsidiaries
of Franklin Resources,
Inc. and of 52 of the
investment companies in
the Franklin Templeton
Group of Funds. Age 59.
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED IN THE
OWNED AND % FRANKLIN
OF TOTAL TEMPLETON
OUTSTANDING GROUP OF
SHARES ON FUNDS
PRINCIPAL OCCUPATION DECEMBER (INCLUDING
NAME AND OFFICES WITH DURING PAST FIVE YEARS 31, 1999 THE FUND) AS
THE FUND AND AGE OF DECEMBER
31, 1999
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FRANK W.T. LAHAYE Chairman, Peregrine 2,377 1,281,673
TRUSTEE SINCE 1988 Venture Management
Company (venture
capital); Director, The
California Center for
Land Reclamation
(redevelopment); director
or trustee, as the case
may be, of 28 of the
investment companies in
the Franklin Templeton
Group of Funds; and
FORMERLY, General
Partner, Miller & LaHaye
and Peregrine Associates,
the general partners of
Peregrine Venture funds.
Age 71.
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED IN THE
OWNED AND % FRANKLIN
OF TOTAL TEMPLETON
OUTSTANDING GROUP OF
SHARES ON FUNDS
PRINCIPAL OCCUPATION DECEMBER (INCLUDING
NAME AND OFFICES WITH DURING PAST FIVE YEARS 31, 1999 THE FUND) AS
THE FUND AND AGE OF DECEMBER
31, 1999
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GORDON S. MACKLIN Director, Martek 3,000 443,628
TRUSTEE SINCE 1993 Biosciences Corporation,
MCI WorldCom, Inc.
(information services),
MedImmune, Inc.
(biotechnology),
Overstock.com (internet
services), White
Mountains Insurance
Group, Ltd. (holding
company) and Spacehab,
Inc. (aerospace
services); director or
trustee, as the case may
be, of 48 of the
investment companies in
the Franklin Templeton
Group of Funds; and
FORMERLY, Chairman, White
River Corporation
(financial services)
(until 1998) and
Hambrecht & Quist Group
(investment banking)
(until 1992), and
President, National
Association of Securities
Dealers, Inc. (until
1987). Age 71.
*Edward B. Jamieson, Charles B. Johnson and Rupert H. Johnson, Jr. are
"interested persons" as defined in the Investment Company Act of 1940, as
amended, (the "1940 Act"). The 1940 Act limits the percentage of interested
persons that can comprise a fund's board of trustees. Mr. Edward B. Jamieson
is an interested person due to his employment affiliation with Resources. Mr.
Charles B. Johnson and Mr. Rupert H. Johnson, Jr. are interested persons due
to their ownership interest in Resources, their employment affiliation with
Resources and their positions with the Fund. The remaining Trustees of the
Fund are not interested persons of the Fund (the "Independent Trustees").
**Less than 1% of the outstanding shares of the Fund.
HOW OFTEN DO THE TRUSTEES MEET AND WHAT ARE THEY PAID?
The role of the Trustees is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of
shareholders. The Trustees anticipate meeting at least 11 times during the
current fiscal year to review the operations of the Fund and the Fund's
investment performance. The Trustees also oversee the services furnished to
the Fund by Franklin Advisers, Inc., the Fund's investment manager (the
"Investment Manager"), and various other service providers. The Fund pays the
Independent Trustees $225 per month plus $120 per meeting attended. Board
members who serve on the Audit Committee of the Fund and other funds in the
Franklin Templeton Group of Funds receive a flat fee of $2,000 per committee
meeting attended, a portion of which is allocated to the Fund. Members of a
committee are not compensated for any committee meeting held on the day of a
Board meeting.
During the fiscal year ended August 31, 1999, there were 11 meetings of the
Board and one meeting of the Audit Committee. Each of the Trustees attended
at least 75% of the total number of meetings of the Board. There was 100%
attendance at the meeting of the Audit Committee.
Certain Trustees and Officers of the Fund are shareholders of Resources and
may be deemed to receive indirect remuneration due to their participation in
the management fees and other fees received from the Franklin Templeton Group
of Funds by the Investment Manager and its affiliates. The Investment Manager
or its affiliates pay the salaries and expenses of the Officers. No pension
or retirement benefits are accrued as part of Fund expenses.
NUMBER OF
BOARDS WITHIN TOTAL FEES
THE FRANKLIN RECEIVED FROM
AGGREGATE TEMPLETON GROUP THE FRANKLIN
COMPENSATION OF FUNDS ON TEMPLETON GROUP
FROM THE WHICH TRUSTEE OF
NAME OF TRUSTEE FUND* SERVES** FUNDS***
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Frank H. Abbott, III $3,578 28 $156,060
Harris J. Ashton 3,409 50 363,165
S. Joseph Fortunato 3,355 52 363,238
Frank W.T. LaHaye 3,578 28 156,060
Gordon S. Macklin 3,409 50 363,165
*For the fiscal year ended August 31, 1999.
**For the calendar year ended December 31, 1999.
***We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of Funds. This number does not
include the total number of series or funds within each investment company
for which the Board members are responsible. The Franklin Templeton Group of
Funds currently includes 55 registered investment companies, with
approximately 155 U.S. based funds or series.
The table above indicates the total fees paid to Trustees by the Fund
individually and all of the funds in the Franklin Templeton Group of Funds.
These Trustees also serve as directors or trustees of other investment
companies in the Franklin Templeton Group of Funds, many of which hold
meetings at different dates and times. The Trustees and the Fund's management
believe that having the same individuals serving on the boards of many of the
funds in the Franklin Templeton Group of Funds enhances the ability of each
fund to obtain, at a relatively modest cost to each separate fund, the
services of high caliber, experienced and knowledgeable Independent Trustees
who can more effectively oversee the management of the funds.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in the Franklin Templeton Group of
Funds, as is consistent with their individual financial goals. In February
1998, this policy was formalized through adoption of a requirement that each
board member invest one-third of fees received for serving as a director or
trustee of a Templeton fund in shares of one or more Templeton funds and
one-third of fees received for serving as a director or trustee of a Franklin
fund in shares of one or more Franklin funds until the value of such
investments equals or exceeds five times the annual fees paid such board
member. Investments in the name of family members or entities controlled by a
board member constitute fund holdings of such board member for purposes of
this policy, and a three year phase-in period applies to such investment
requirements for newly elected board members. In implementing such policy, a
board member's fund holdings existing on February 27, 1998, are valued as of
such date with subsequent investments valued at cost.
WHO ARE THE EXECUTIVE OFFICERS OF THE FUND?
OFFICERS OF THE FUND ARE APPOINTED BY THE TRUSTEES AND SERVE AT THE PLEASURE
OF THE BOARD. LISTED BELOW, FOR EACH EXECUTIVE OFFICER, IS A BRIEF
DESCRIPTION OF RECENT PROFESSIONAL EXPERIENCE:
PRINCIPAL OCCUPATION DURING PAST
NAME AND OFFICES WITH THE FUND FIVE YEARS AND AGE
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HARMON E. BURNS Vice Chairman, Member - Office of
VICE PRESIDENT SINCE 1988 the Chairman and Director, Franklin
Resources, Inc.; Executive Vice
President and Director, Franklin
Templeton Distributors, Inc. and
Franklin Templeton Services, Inc.;
Executive Vice President, Franklin
Advisers, Inc.; Director, Franklin
Investment Advisory Services, Inc.
and Franklin/Templeton Investor
Services, Inc.; and officer and/or
director or trustee, as the case
may be, of most of the other
subsidiaries of Franklin Resources,
Inc. and of 52 of the investment
companies in the Franklin Templeton
Group of Funds. Age 55.
MARTIN L. FLANAGAN President, Member - Office of the
VICE PRESIDENT AND CHIEF President, Franklin Resources,
FINANCIAL OFFICER SINCE 1995 Inc.; Senior Vice President, Chief
Financial Officer and Director,
Franklin/Templeton Investor
Services, Inc.; Senior Vice
President and Chief Financial
Officer, Franklin Mutual Advisers,
LLC; Executive Vice President,
Chief Financial Officer and
Director, Templeton Worldwide,
Inc.; Executive Vice President,
Chief Operating Officer and
Director, Templeton Investment
Counsel, Inc.; Executive Vice
President and Chief Financial
Officer, Franklin Advisers, Inc.;
Chief Financial Officer, Franklin
Advisory Services, LLC and Franklin
Investment Advisory Services, Inc.;
Director, Franklin Templeton
Services, Inc.; officer and/or
director of some of the other
subsidiaries of Franklin Resources,
Inc.; and officer and/or director
or trustee, as the case may be, of
52 of the investment companies in
the Franklin Templeton Group of
Funds. Age 39.
DEBORAH R. GATZEK Partner, Stradley, Ronon, Stevens &
VICE PRESIDENT SINCE 1992 AND Young, LLP; officer of 34 of the
SECRETARY SINCE 1988 investment companies in the
Franklin Templeton Group of Funds;
and FORMERLY, Senior Vice President
and General Counsel, Franklin
Resources, Inc., Senior Vice
President, Franklin Templeton
Services, Inc. and Franklin
Templeton Distributors, Inc.,
Executive Vice President, Franklin
Advisers, Inc., Vice President,
Franklin Advisory Services, LLC and
Franklin Mutual Advisers, LLC, and
Vice President, Chief Legal Officer
and Chief Operating Officer,
Franklin Investment Advisory
Services, Inc. (until January
2000). Age 51.
DAVID GOSS President, Chief Executive Officer
VICE PRESIDENT SINCE JANUARY and Director, Franklin Select
2000 Realty Trust, Property Resources,
Inc., Property Resources Equity
Trust and Franklin Real Estate
Management, Inc.; President and
Chief Executive Officer, Franklin
Properties, Inc.; officer of 53 of
the investment companies in the
Franklin Templeton Group of Funds;
and FORMERLY, President, Chief
Executive Officer and Director,
Franklin Real Estate Income Fund
and Franklin Advantage Real Estate
Income Fund (until 1996). Age 52.
BARBARA J. GREEN Vice President and Deputy General
VICE PRESIDENT SINCE JANUARY Counsel, Franklin Resources, Inc.;
2000 Senior Vice President, Templeton
Worldwide, Inc. and Templeton
Global Investors, Inc.; officer of
53 of the investment companies in
the Franklin Templeton Group of
Funds; and FORMERLY, Deputy
Director, Division of Investment
Management, Executive Assistant and
Senior Advisor to the Chairman,
Counselor to the Chairman, Special
Counsel and Attorney Fellow, U.S.
Securities and Exchange Commission
(1986-1995), Attorney, Rogers &
Wells, and Judicial Clerk, U.S.
District Court (District of
Massachusetts). Age 52.
EDWARD B. JAMIESON See Proposal 1, "Election of
PRESIDENT AND TRUSTEE SINCE 1993 Trustees"
CHARLES B. JOHNSON See Proposal 1, "Election of
CHAIRMAN OF THE BOARD SINCE Trustees"
1993 AND TRUSTEE SINCE 1988
RUPERT H. JOHNSON, JR. See Proposal 1, "Election of
SENIOR VICE PRESIDENT AND Trustees"
TRUSTEE SINCE 1988
EDWARD V. MCVEY Senior Vice President and National
VICE PRESIDENT SINCE 1988 Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of
29 of the investment companies in
the Franklin Templeton Group of
Funds. Age 62.
KIMBERLEY MONASTERIO Vice President, Franklin Templeton
TREASURER AND PRINCIPAL Services, Inc.; and officer of 33
ACCOUNTING OFFICER SINCE 1999 of the investment companies in the
Franklin Templeton Group of Funds.
Age 36.
MURRAY L. SIMPSON Executive Vice President and
VICE PRESIDENT General Counsel, Franklin
Resources, Inc.; officer of 53 of
the investment companies in the
Franklin Templeton Group of Funds;
and FORMERLY, Chief Executive
Officer and Managing Director,
Templeton Franklin Investment
Services (Asia) Limited (until
January 2000) and Director,
Templeton Asset Management Ltd.
(until 1999). Age 62.
R. MARTIN WISKEMANN Senior Vice President, Portfolio
VICE PRESIDENT SINCE 1988 Manager and Director, Franklin
Advisers, Inc.; Senior Vice
President, Franklin Management,
Inc.; and officer and/or director
or trustee, as the case may be, of
15 of the investment companies in
the Franklin Templeton Group of
Funds; and FORMERLY, Vice President
and Director, ILA Financial
Services, Inc. (until 1998). Age 73.
PROPOSAL 2: TO RATIFY OR REJECT THE SELECTION OF INDEPENDENT AUDITORS
HOW ARE INDEPENDENT AUDITORS SELECTED?
The Board has a standing Audit Committee consisting of Messrs. Abbott and
LaHaye, both of whom are Independent Trustees. The Audit Committee reviews
the arrangements for and scope of the audit conducted by the Fund's
independent auditors, oversees the Fund's accounting and financial policies,
practices and internal controls, and submits a recommendation to the full
Board as to the selection of auditors.
WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT?
The Board selected the firm of PricewaterhouseCoopers LLP, 333 Market Street,
San Francisco, CA 94105, as auditors of the Fund for the current fiscal year.
PricewaterhouseCoopers LLP has examined and reported on the fiscal year-end
financial statements, dated August 31, 1999, and certain related U.S.
Securities and Exchange Commission filings. Coopers & Lybrand L.L.P. served
as the independent auditors for the Fund since its inception in 1988 until
1998. PricewaterhouseCoopers LLP is the successor entity to a 1998
combination of Coopers & Lybrand L.L.P. with Price Waterhouse LLP. Neither
the firm of PricewaterhouseCoopers LLP nor any of its members have any
material direct or indirect financial interest in the Fund.
Representatives of PricewaterhouseCoopers LLP are not expected to be present
at the Meeting.
PROPOSAL 3: OTHER BUSINESS
The Trustees do not intend to bring any matters before the Meeting other than
Proposals 1 and 2 and are not aware of any other matters to be brought before
the Meeting by others. If any other matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment
in voting on such matters.
INFORMATION ABOUT THE FUND
THE INVESTMENT MANAGER. The Investment Manager is Franklin Advisers, Inc.
("Advisers"), whose principal address is 777 Mariners Island Blvd., San
Mateo, California 94404. Advisers is a wholly owned subsidiary of Resources,
a publicly owned holding company.
THE FUND ADMINISTRATOR. THE ADMINISTRATOR OF THE FUND IS Franklin Templeton
Services, Inc. ("FT Services"), whose principal address is also 777 Mariners
Island Blvd., San Mateo, CA 94404. Under an agreement with Advisers, FT
Services performs certain administrative functions for the Fund. FT Services
is a wholly owned subsidiary of Resources.
THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement
agent for the Fund is PNC Bank, National Association, 400 Bellevue Parkway,
Wilmington, DE 19809.
THE CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street,
New York, NY 10286, acts as custodian of the Fund's securities and other
assets.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS. The Fund's last audited
financial statements and annual report, dated August 31, 1999, are available
free of charge. To obtain a copy, please call 1-800/DIAL BEN(R) or forward a
written request to Franklin/Templeton Investor Services, Inc., 777 Mariners
Island Blvd, P.O. Box 7777, San Mateo, CA 94403-7777.
PRINCIPAL SHAREHOLDERS. As of March 30, 2000, the Fund had 26,779,333.483
shares outstanding and total net assets of $211,669,094. The Fund's shares
are listed on the NYSE (symbol: FT). From time to time, the number of shares
held in "street name" accounts of various securities dealers for the benefit
of their clients may exceed 5% of the total shares outstanding. To the
knowledge of the Fund's management, as of March 30, 2000, there were no other
entities holding beneficially or of record more than 5% of the Fund's
outstanding shares.
In addition, to the knowledge of the Fund's management, as of March 30, 2000,
no Trustee of the Fund owned 1% or more of the outstanding shares of the
Fund, and the Officers and Trustees of the Fund owned, as a group, less than
1% of the outstanding shares of the Fund.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
SOLICITATION OF PROXIES. Your vote is being solicited by the Board of
Trustees of the Fund. The cost of soliciting these proxies will be borne by
the Fund. The Fund reimburses brokerage firms and others for their expenses
in forwarding proxy material to the beneficial owners and soliciting them to
execute proxies. In addition the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation will be primarily by mail, but also may
include telephone, telecopy or oral solicitations. The Fund does not
reimburse Trustees and Officers of the Fund, or regular employees and agents
of the Investment Manager involved in the solicitation of proxies. The Fund
intends to pay all costs associated with the solicitation and the Meeting.
VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and
beneficial owners. If these instructions are not received by the date
specified in the broker-dealer firms' proxy solicitation materials, the Fund
understands that NYSE Rules permit the broker-dealers to vote on the items to
be considered at the Meeting on behalf of their customers and beneficial
owners. Certain broker-dealers may exercise discretion over shares held in
their name for which no instructions are received by voting those shares in
the same proportion as they vote shares for which they received instructions.
QUORUM. Forty percent of the shares entitled to vote - present in person or
represented by proxy - constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that
represent "broker non-votes" (I.E., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), and the shares whose
proxies reflect an abstention on any item are all counted as shares present
and entitled to vote for purposes of determining whether the required quorum
of shares exists.
REQUIRED VOTE. Provided that a quorum is present, Proposal 1, the election of
Trustees, requires that the eight nominees receiving the greatest number of
votes be elected. All voting rights are non-cumulative, which means that the
holders of more than 50% of the shares voting for the election of trustees
can elect 100% of such trustees if they choose to do so, and in such event,
the holders of the remaining shares voting will not be able to elect any
Trustees. Proposal 2, ratification of the selection of independent auditors,
requires the affirmative vote of a majority of the Fund's shares present and
voting on the Proposal at the Meeting. Proposal 3, the transaction of any
other business, is expected to require the affirmative vote of a majority of
the Fund's shares present and voting on the Proposal at the Meeting.
Abstentions and broker non-votes will be treated as votes not cast and,
therefore, will not be counted for purposes of obtaining approval of
Proposals 1, 2, and 3.
ADJOURNMENT. In the event that a quorum is not present at the Meeting, the
Meeting will be adjourned to permit further solicitation of proxies. In the
event that a quorum is present, but sufficient votes have not been received
to approve one or more of the Proposals, the persons named as proxies may
propose one or more adjournments of the Meeting to permit the further
solicitation of proxies for a period or periods of not more than 60 days in
the aggregate. The persons named as proxies will vote in their discretion on
questions of adjournment those shares for which proxies have been received
that grant discretionary authority to vote on matters that may properly come
before the Meeting.
SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting
will be held in April, 2001. Shareholder proposals to be presented at the
next annual meeting must be received at the Fund's offices, 777 Mariners
Island Boulevard, San Mateo, CA 94404, no later than December 10, 2000, in
order to be included in the Fund's proxy statement and proxy card relating to
that meeting and presented at that meeting. Submission of a proposal by a
shareholder does not guarantee that the proposal will be included in the
proxy statement. A shareholder who wishes to make a proposal at the 2000
annual shareholders' meeting without including the proposal in the Fund's
proxy statement must notify the Fund at the Fund's offices, of such proposal
by February 24, 2000. If a shareholder fails to give notice by this date,
then the persons named as proxies in the proxies solicited by the Board for
the 2001 annual shareholders' meeting may exercise discretionary voting power
with respect to any such proposal.
By order of the Board of Trustees,
/s/ Deborah R. Gatzek
SECRETARY
Dated: April 10, 2000
San Mateo, California
FRANKLIN UNIVERSAL TRUST
ANNUAL SHAREHOLDERS' MEETING - MAY 9, 2000
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Harmon E. Burns, Rupert H. Johnson, Jr., Deborah R. Gatzek, Barbara
Green, and David Goss and each of them, proxies of the undersigned with full
power of substitution to vote all shares of Franklin Universal Trust (the
"Fund") which the undersigned is entitled to vote at the Fund's Annual Meeting
to be held at 777 Mariners Island Blvd., San Mateo, California at 2:00 p.m.
Pacific time on the 9th day of May, 2000, including any adjournments therof,
upon such business as may properly be brought before the meeting.
<TABLE>
<CAPTION>
<C> <S>
1. Election of Trustees: Frank H. Abbott, III, [ ] FOR all the nominees listed to the left
Harris J. Ashton, (except as marked to the contrary)
S. Joseph Fortunato, [ ] WITHHOLD AUTHORITY (to vote for all nominees
Edward B. Jamieson, listed to the left)
Charles B. Johnson,
Rupert H. Johnson, Jr. NOTE: To withhold authority to vote for any
Frank W.T. LaHaye, individual nominee, strike a line through the
Gordon S. Macklin nominee's name in the list to the left.
2. Ratification of the selection of PricewaterhouseCoopers LLP
as the independent auditors of the Fund for the fiscal year THE BOARD UNANIMOUSLY RECOMMENDS THAT
ending August 31, 2000. YOU VOTE IN FAVOR OF PROPOSAL 2.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To grant the proxyholders the authority to vote upon any other
business that may legally come before the meeting.
[ ] GRANT [ ] WITHHOLD [ ] ABSTAIN
PLEASE SIGN AND PROMPLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
Continued and to be signed on reverse side.
</TABLE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. IT WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED IN FAVOR OF
BOTH PROPOSALS (INCLUDING ALL NOMINEES FOR TRUSTEES). IF ANY OTHER MATTERS
PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE PROXYHOLDERS WERE NOT AWARE
PRIOR TO THE TIME OF SOLICITATION, AUTHORIZATION IS GIVEN THE PROXYHOLDERS TO
VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT IS NOT
AWARE OF ANY SUCH MATTERS.
Dated _____________________________
___________________________________
Signature
___________________________________
Signature
Note: Please sign exactly as your
name appears on this proxy. If
signing for estates, trusts, or
corporations, title or capacity
should be stated. If shares are
held jointly, each holder must
sign.
