15
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
[X]
Filed by a Party other than the Registrant [
]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section)240-14a-11(c) or
(section)240-14a-12
Franklin Multi-Income Trust
(Name of Registrant as Specified In its Charter)
Franklin Multi-Income Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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:
FRANKLIN MULTI-INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 21, 1995
To the Shareholders of
Franklin Multi-Income Trust:
Notice is hereby given that the Annual Meeting of Shareholders
(the "Meeting") of Franklin Multi-Income Trust (the "Fund") will
be held at the offices of the Fund, 777 Mariners Island Blvd.,
San Mateo, California, 94404 at 10:00 a.m. Pacific time, on July
21, 1995, for the following purposes:
1. To elect three (3) Class 3 members of the Board of Trustees
of the Fund.
2. To ratify or reject the appointment by the Board of Trustees
of Coopers & Lybrand L.L.P., Certified Public Accountants,
as the independent auditors for the Fund, for the fiscal
year ending March 31, 1996.
3. To consider and act upon any other business (none known as of
the date of this notice) as may legally come before the
meeting or any adjournment thereof.
Pursuant to the Fund's By-Laws, the Board of Trustees has fixed
the close of business on May 3, 1995, as the record date for the
determination of shareholders entitled to notice of and to vote
at the Meeting. Only shareholders of record at that time will be
entitled to vote at the Meeting or any adjournment thereof.
By Order of the Board of Trustees,
DEBORAH R. GATZEK
Secretary
San Mateo, California
Dated: June 6, 1995
PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY
CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS
NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
FRANKLIN MULTI-INCOME TRUST
PROXY STATEMENT
777 MARINERS ISLAND BLVD.
SAN MATEO, CALIFORNIA 94404
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 21, 1995
SOLICITATION, REVOCATION AND VOTING OF PROXIES
The enclosed proxy is solicited by and on behalf of the
management of Franklin Multi-Income Trust (the "Fund") in
connection with the annual meeting of shareholders to be held
July 21, 1995 (the "Meeting"). You may revoke your proxy at any
time before it is exercised by delivering a written notice to the
Fund expressly revoking your proxy, by signing and forwarding to
the Fund a later-dated proxy, or by attending the Meeting and
casting your votes in person. The cost of soliciting these
proxies will be borne by the Fund. In addition to solicitations
by mail, some of the officers and employees of the Fund, the
Fund's investment adviser, Franklin Advisers, Inc., and its
affiliates, without extra remuneration, may conduct additional
solicitations by telephone, telegraph and personal interviews. An
outside firm may also be retained to aid in the solicitation of
proxies, the cost of which will be borne by the Fund. It is
expected that this proxy statement will be first mailed to
shareholders on or about June 6, 1995.
The proxyholders will vote all proxies received. It is the
present intention that, absent contrary instructions, the
enclosed proxy will be voted: FOR the election as Trustees of the
nominees named hereinafter, but the proxyholders reserve full
discretion to cast votes for other persons in the event such
nominees are unable to serve; FOR the ratification of the
selection of Coopers & Lybrand L.L.P., Certified Public
Accountants, as independent auditors for the Fund for the fiscal
year ending March 31, 1996; and in the discretion of the
proxyholders upon such other business not now known or determined
as may legally come before the Meeting. Under relevant state law
and the Fund's trust documents, abstentions and broker non-votes
will be included for purposes of determining whether a quorum is
present at the Meeting, but will be treated as votes not cast
and, therefore, will not be counted for purposes of determining
whether matters to be voted upon at the Meeting have been
approved.
VOTING OF SECURITIES
Only shareholders of record at the close of business on May 3,
1995, are entitled to vote at the Meeting or any adjournment
thereof. On that date, the Fund had 5,857,600 shares of
beneficial interest ("Shares") outstanding, each Share being
entitled to one vote.
From time to time, the number of Shares of the Fund held in the
"street name" accounts of various securities dealers for the
benefit of their clients may exceed 5% of the total Shares
outstanding. To the Fund's knowledge, no person beneficially owns
more than 5% of the Fund's outstanding Shares.
PROPOSAL 1: ELECTION OF TRUSTEES
The Fund's Board of Trustees is divided into three classes, with
each class standing for election every third year. The following
persons have been nominated to be Class 3 Trustees of the Fund,
to hold office for a three-year term ending in 1998, and until
their successors are elected and shall qualify to serve: Edward
B. Jamieson, Charles B. Johnson and Rupert H. Johnson, Jr.
Information on these nominees, as well as the other trustees of
the Fund who are not currently standing for election, is provided
below. All of the nominees have consented to serve as trustees if
elected. However, if any nominee is not available for election at
the time of the Meeting, the proxyholders may vote for any other
person in their discretion or may refrain from electing or voting
to elect anyone to fill the position. The favorable vote of the
holders of a plurality of the Shares represented at the Meeting,
in person or by proxy, is required to elect the trustees.
Trustees who are "interested persons" of the Fund, as defined in
the Investment Company Act of 1940, as amended, are designated by
an asterisk (*).
SHARES
BENEFICIALLY
HELD AS OF
MARCH 31,
NAME, AGE, ADDRESS, AND FIVE-YEAR BUSINESS TERM OF 1995
EXPERIENCE OFFICE
*Edward B. Jamieson 8/93-7/95 none
Age 46
777 Mariners Island Blvd
San Mateo, CA 94404
President and Trustee since 1993
Senior Vice President and Portfolio Manager,
Franklin Advisers, Inc.; and officer and/or
director or trustee of five of the investment
companies in the Franklin Group of Funds.
*Charles B. Johnson 8/92-7/95 3,703.587
Age 62
777 Mariners Island Blvd.
San Mateo, CA 94404
Chairman of the Board since 1993 and Trustee
since 1989
President and Director, Franklin Resources,
Inc.; Chairman of the Board and Director,
Franklin Advisers, Inc. and Franklin Templeton
Distributors, Inc.; Director,
Franklin/Templeton Investor Services, Inc. and
General Host Corporation; and officer and/or
director, trustee or managing general partner,
as the case may be, of most other subsidiaries
of Franklin Resources, Inc. and of 56 of the
investment companies in the Franklin Templeton
Group of Funds.
*Rupert H. Johnson, Jr. 8/92-7/95 1000
Age 54
777 Mariners Island Blvd.
San Mateo, CA 94404
Senior Vice President since 1992 and Trustee
since 1989
Executive Vice President and Director,
Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and
Director, Franklin Advisers, Inc.; Director,
Franklin/Templeton Investor Services, Inc.;
and officer and/or director, trustee or
managing general partner, as the case may be,
of most other subsidiaries of Franklin
Resources, Inc. and of 43 of the investment
companies in the Franklin Templeton Group of
Funds.
The following persons constitute the remaining trustees:
Frank H. Abbott, III 8/93-7/96 none
Age 74
1045 Sansome St.
San Francisco, CA 94111
Trustee since 1989
President and Director, Abbott Corporation (an
investment company); and director, trustee or
managing general partner, as the case may be,
of 31 of the investment companies in the
Franklin Group of Funds.
Harris J. Ashton 8/93-7/96 none
Age 62
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
Trustee since 1989
President, Chief Executive Officer and
Chairman of the Board, General Host
Corporation (nursery and craft centers);
Director, RBC Holdings, Inc. (a bank holding
company) and Bar-S Foods; and director,
trustee or managing general partner, as the
case may be, of 55 of the investment companies
in the Franklin Templeton Group of Funds.
S. Joseph Fortunato none
Age 62 9/94-9/97
Park Avenue at Morris County
P. O. Box 1945
Morristown, NJ 07962-1945
Trustee since 1989
Member of the law firm of Pitney, Hardin, Kipp
& Szuch; Director of General Host Corporation;
director, trustee or managing general partner,
as the case may be, of 57 of the investment
companies in the Franklin Templeton Group of
Funds.
David W. Garbellano 9/94-9/97 none
Age 80
111 New Montgomery St., #402
San Francisco, CA 94105
Trustee since 1989
Private Investor; Assistant
Secretary/Treasurer and Director, Berkeley
Science Corporation (a venture capital
company); and director, trustee or managing
general partner, as the case may be, of 30 of
the investment companies in the Franklin Group
of Funds.
Frank W. T. LaHaye 9/94-9/97 none
Age 66
20833 Stevens Creek Blvd.
Suite 102
Cupertino, CA 95014
Trustee since 1989
General Partner, Peregrine Associates and
Miller & LaHaye, which are General Partners of
Peregrine Ventures and Peregrine Ventures II
(venture capital firms); Chairman of the Board
and Director, Quarterdeck Office Systems,
Inc.; Director, FischerImaging Corporation;
and director or trustee, as the case may be,
of 26 of the investment companies in the
Franklin Group of Funds.
Gordon S. Macklin 8/93-7/96 none*
Age 67
8212 Burning Tree Road
Bethesda, MD 20817
Trustee since 1992
Chairman, White River Corporation (information
services); Director, Fund American Enterprises
Holdings, Inc., Lockheed Martin Corporation,
MCI Communications Corporation, MedImmune,
Inc. (biotechnology), InfoVest Corporation
(information services), and Fusion Systems
Corporation (industrial technology); and
director, trustee or managing general partner,
as the case may be, of 52 of the investment
companies in the Franklin Templeton Group of
Funds; formerly Chairman, Hambrecht and Quist
Group; formerly Director, H & Q Healthcare
Investors; and formerly President, National
Association of Securities Dealers, Inc.
*As of April 24, 1995, Gordon S. Macklin held 1,800 Shares.
Trustees not affiliated with the investment manager
("nonaffiliated trustees") are currently paid fees of $1,200 per
year plus $50 per meeting attended and are reimbursed for
expenses incurred in connection with attending such meetings. As
indicated above, certain of the Fund's nonaffiliated trustees
also serve as directors, trustees or managing general partners of
other investment companies in the Franklin Group of Funds
(Registered Trademark) and the Templeton Group of Funds (the
"Franklin Templeton Group of Funds") from which they may receive
fees for their services. The following table indicates the total
fees paid to nonaffiliated trustees by the Fund and by other
funds in the Franklin Templeton Group of Funds.
<TABLE>
<CAPTION>
Total Fees Number of
Received Boards in
From Franklin the Franklin
Templeton Templeton
Total fees Group of Group of
Received Funds, Funds on
Name from Fund* including Which Each
the Fund** Serves***
<S> <C> <C> <C>
Frank H. Abbott, III $1,850 $176,870 31
Harris J. Ashton 1,800 319,925 55
S. Joseph Fortunato 1,800 336,065 57
David W. Garbellano 1,800 153,300 30
Frank W.T. LaHaye 1,800 150,817 26
Gordon S. Macklin 1,800 303,685 52
</TABLE>
* For the fiscal year ended March 31, 1995
** For the calendar year ended December 31, 1994.
***The number of boards is based on the number of registered
investment companies in the Franklin Templeton Group of Funds and
does not include the total number of series or funds within each
investment company for which the trustees are responsible. The
Franklin Templeton Group of Funds currently includes 61
registered investment companies, consisting of more than 112 U.S.
based mutual funds or series.
Nonaffiliated trustees are reimbursed for expenses incurred in
conection with attending Board meetings, paid pro rata by each
fund in the Franklin Templeton Group of Funds for which they
serve as directors, trustees or managing general partners. No
officer or trustee received any other compensation directly from
the Fund. Certain officers or trustees who are shareholders of
Franklin Resources, Inc. may be deemed to receive indirect
remuneration by virtue of their participation in the management
fees received by Franklin Advisers, Inc.
During the last fiscal year, there were twelve meetings of the
Board of Trustees. All of the Trustees attended at least 75% of
such meetings. Messrs. Abbott and LaHaye compose the audit
committee of the Board of Trustees with the function of making
recommendations to the full Board with respect to the selection
of auditors. The audit committee did not meet during the fiscal
year ended March 31, 1995. The Fund currently does not have a
standing nominating or compensation committee of the Board of
Trustees.
THE EXECUTIVE OFFICERS OF THE FUND OTHER THAN THOSE LISTED ABOVE
ARE:
NAME, AGE, ADDRESS, AND FIVE-YEAR BUSINESS EXPERIENCE
Harmon E. Burns
Age 50
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989
Executive Vice President, Secretary and Director, Franklin Resources,
Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Executive Vice President, Franklin Advisers,
Inc.; Director, Franklin/Templeton Investor Services, Inc.; officer
and/or director, as the case may be, of other subsidiaries of
Franklin Resources, Inc.; and officer and/or director or trustee of
42 of the investment companies in the Franklin Templeton Group of
Funds.
Kenneth V. Domingues
Age 62
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting Standards since
January 1995
Senior Vice President, Franklin Resources, Inc., Franklin Advisers,
Inc., and Franklin Templeton Distributors, Inc.; officer and/or
director, as the case may be, of other subsidiaries of Franklin
Resources, Inc.; and officer and/or managing general partner, as the
case may be, of 37 of the investment companies in the Franklin Group
of Funds.
Martin L. Flanagan
Age 34
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer since January 1995
Senior Vice President, Chief Financial Officer and Treasurer,
Franklin Resources, Inc.; Executive Vice President, Templeton
Worldwide, Inc.; Senior Vice President and Treasurer, Franklin
Advisers, Inc. and Franklin Templeton Distributors, Inc.; Senior Vice
President, Franklin/Templeton Investor Services, Inc.; officer of
most other subsidiaries of Franklin Resources, Inc.; and officer of
61 of the investment companies in the Franklin Templeton Group of
Funds.
Deborah R. Gatzek
Age 46
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1992 and Secretary since 1989
Senior Vice President - Legal, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; Vice President, Franklin Advisers, Inc.
and officer of 37 of the investment companies in the Franklin
Templeton Group of Funds.
Charles E. Johnson
Age 38
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989
Senior Vice President and Director, Franklin Resources, Inc.; Senior
Vice President, Franklin Templeton Distributors, Inc.; President and
Director, Templeton Worldwide, Inc. and Franklin Institutional
Services Corporation; officer and/or director, as the case may be, of
some of the subsidiaries of Franklin Resources, Inc. and officer
and/or director or trustee, as the case may be, of 24 of the
investment companies in the Franklin Templeton Group of Funds.
Gregory E. Johnson
Age 33
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989
President, Franklin Templeton Distributors, Inc.; Vice President,
Franklin Resources, Inc. and Franklin Advisers, Inc.; Employee of
Franklin Resources, Inc. and its subsidiaries in administrative and
portfolio management capacities since 1986.
Diomedes Loo-Tam
Age 56
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer since January 1995
Employee of Franklin Advisers, Inc.; and officer of 37 of the
investment companies in the Franklin Group of Funds.
Edward V. McVey
Age 57
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989
Senior Vice President/National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 32 of the investment companies in
the Franklin Templeton Group of Funds.
R. Martin Wiskemann
Age 68
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989
Senior Vice President, Portfolio Manager and Director, Franklin
Advisers, Inc.; Senior Vice President, Franklin Management, Inc.;
Vice President, Treasurer and Director, ILA Financial Services, Inc.
and Arizona Life Insurance Company of America; and officer and/or
director, as the case may be, of 20 of the investment companies in
the Franklin Group of Funds.
All officers serve at the pleasure of the Board of Trustees.
On March 31, 1995, the Trustees and officers as a group
beneficially owned 5,703.587 shares or less than 1% of the Fund's
outstanding Shares. Certain trustees own shares in various other
funds in the Franklin Templeton Group of Funds. Charles E.
Johnson and Gregory E. Johnson are the sons and nephews,
respectively, of Charles B. Johnson and Rupert H. Johnson, Jr.,
who are brothers.
Shareholders are entitled to one vote per Share. 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 so voting will not be
able to elect any Trustees.
PROPOSAL 2: TO RATIFY OR REJECT
THE SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees is requesting ratification of its
designation of Coopers & Lybrand L.L.P., Certified Public
Accountants, as independent auditors to audit the books and
accounts of the Fund for the fiscal year ending March 31, 1996.
The selection of auditors was approved at a meeting of the Board
of Trustees on March 21, 1995, and included the favorable vote of
a majority of the Trustees who are not interested persons of the
Fund. A representative of Coopers & Lybrand L.L.P. is not
expected to be present at the Meeting. During the fiscal year
ended March 31, 1995, the auditing services of Coopers & Lybrand
L.L.P. consisted of the rendering of an opinion on the financial
statements of the Fund.
The favorable vote of a majority of the shares represented at the
Meeting, in person or by proxy, is required to ratify the
selection of auditors.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
SELECTION OF COOPERS & LYBRAND AS INDEPENDENT AUDITORS OF THE
FUND FOR THE FISCAL YEAR ENDING MARCH 31, 1996.
PROPOSAL 3: OTHER MATTERS
The Board of Trustees of the Fund does not intend to bring any
matters before the Meeting other than Proposals 1 and 2 described
above and is not aware of any other matters to be brought before
the Meeting or any adjournments thereof by others. If any matters
properly come before the Meeting, it is intended that the
accompanying proxy may be voted on such matters in accordance
with the best judgment of the persons named in said proxy.
In the event that sufficient votes in favor of the Proposals set
forth in the Notice of Annual Meeting of Shareholders are not
received by the date of the Meeting, the proxyholders may propose
one or more adjournments of the Meeting within a reasonable
period of time to permit further solicitation of proxies, even
though a quorum is present. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the
questions, in person or by proxy, at the session of the Meeting
to be adjourned. The costs of any such additional solicitation
and of any adjourned session will be borne by the Fund.
OTHER INFORMATION
THE MANAGER
Franklin Advisers, Inc. ("Advisers"), 777 Mariners Island Blvd.,
San Mateo, California 94404 serves as the Fund's investment
manager. Advisers is a wholly-owned subsidiary of Franklin
Resources, Inc. ("Resources"), a publicly owned holding company,
the principal shareholders of which are Charles B. Johnson and
Rupert H. Johnson, Jr., who own approximately 20% and 16%,
respectively, of Resources' outstanding shares. Resources is
engaged in various aspects of the financial services industry
through its various subsidiaries. Advisers acts as investment
manager or administrator to 34 U.S. registered investment
companies (112 separate series) with aggregate assets of over $74
billion.
Section 16 of the Securities Exchange Act of 1934, as amended,
requires that directors, certain officers, and persons who own
more than ten percent of the Fund's Shares, as well as the Fund's
investment advisers and certain affiliated persons of those
investment advisers, file with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange reports of
their ownership and changes in ownership of such Shares on Forms
3, 4 and 5. Such filing persons are required by SEC regulations
to furnish to the Fund copies of all Forms 3, 4 and 5 that they
file.
Based upon a review of these filings and certain written
representations from such persons that no other reports were
required to be filed, the Fund believes that, except as noted,
the requirements of Section 16 were met. The Fund notes that a
Form 5 was not filed on a timely basis on behalf of Resources
with respect to the Fund's previous four fiscal years to reflect
the reinvestment of dividends associated with Resources' holding
of the Fund's initial seed capital shares. Resources has not
purchased or sold any additional shares since the Fund commenced
operations. In addition, a Form 3 was not filed on a timely basis
for Christopher Molumphy, senior portfolio manager of Advisers,
the Fund's investment manager, to report his status as a policy-
making person with respect to the Fund. Mr. Molumphy has not
purchased or sold any Fund securities.
SHAREHOLDER PROPOSALS
The Fund anticipates that its next Annual Meeting will be held in
July, 1996. Any shareholder intending to present any proposal for
consideration at the Fund's next Annual Meeting must, in addition
to meeting other applicable requirements, mail such proposal to
the Fund so that it is received at the Fund's executive offices
not less than 120 days in advance of May 21, 1996.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Fund, including
financial statements of the Fund for the fiscal year ended March
31, 1995, has previously been sent to all shareholders. UPON
REQUEST, SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE
ANNUAL REPORT BY WRITING THE FUND AT THE ADDRESS ABOVE OR THE
FUND AT 1-800/DIAL BEN.
Respectfully Submitted,
DEBORAH R. GATZEK
Secretary
Dated: June 6, 1995
San Mateo, California
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO FILL IN, DATE AND SIGN THE PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE YOUR FULL TITLE AS SUCH. WHERE STOCK IS HELD
JOINTLY, BOTH SIGNATURES ARE REQUIRED.
PROXY
FRANKLIN MULTI-INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS - JULY 21, 1995
The undersigned hereby revokes all previous proxies for his
shares and appoints Harmon E. Burns, Rupert H. Johnson, Jr.,
Deborah R. Gatzek and Larry L. Greene, and each of them, proxies
of the undersigned with full power of substitution to vote all
shares of Franklin Multi-Income 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
10:00 a.m. Pacific time on the 21st day of July 1995, including
any adjournments thereof, upon the matters set forth below.
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 EACH LISTED PROPOSAL (INCLUDING
ALL NOMINEES FOR TRUSTEES) AND WITHIN THE DISCRETION OF THE
PROXYHOLDERS AS TO ITEM 3.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Trustees for a three-year term
Nominees: Edward B. Jamieson, Charles B. Johnson, Rupert H.
Johnson, Jr.
FOR WITHHOLD AUTHORITY
ALL NOMINEES TO VOTE FOR ALL
LISTED ABOVE NOMINEES LISTED ABOve
______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Ratification of the selection of Coopers & Lybrand L.L.P.,
Certified Public Accountants, as the independent auditors for the
Fund for the fiscal year ending March 31, 1996.
GRANT WITHHOLD
3. To vote upon any other business which may legally come before
the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Note: please sign exactly as your name appears on the proxy. If
signing for estates, trusts or corporations, title or capacity
should be stated. If shares are held jointly, each holder must
sign.
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE REQUIRED IF MAILED IN THE U.S.
Signature:_____________________ Date:_______________________
Signature:_____________________ Date:_______________________
