SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section.240-14a-12
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
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
IMPORTANT DATES:
PROXY FACT SHEET -----------------------------------
RECORD DATE: January 14, 2008
------------------------------------------ -----------------------------------
MAIL DATE: TBD
-----------------------------------
------------------------------------------ MEETING DATE: March 14, 2008
ANNUAL MEETING OF SHAREHOLDERS FOR: -----------------------------------
------------------------------------------
MEETING TIME: 2:00 pm Pacific Time
-----------------------------------
LOCATION: Fund's office One
FRANKLIN UNIVERSAL TRUST Franklin Parkway,
San Mateo,
California 94403
------------------------------------------ -----------------------------------
------------------------------------------ -----------------------------------
INVESTMENT MANAGER: CONTACT INFO:
----------------------------------------- -----------------------------------
The Investment Manager is Franklin FUND NUMBER: 1-800-342-5236
Advisers, Inc
-----------------------------------
INBOUND LINE: 1-800-336-5159
-----------------------------------
WEBSITE: www.franklintempleton.
com
------------------------------------------ -----------------------------------
WHAT IS HAPPENING? Your Fund's Board of Trustees is requesting your vote on
two proposals at an Annual Meeting of Shareholders to be held on March 14,
2008.
WHO IS ASKING FOR MY VOTE? The Trustees of Franklin Universal Trust (the
"Fund"), in connection with the Fund's Annual Meeting of Shareholders (the
"Meeting"), have requested your vote.
ON WHAT ISSUE AM I BEING ASKED TO VOTE?
You are being asked to vote on two proposals:
o The election of a Board of Trustees of the Fund
o A shareholder proposal.
HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?
The Fund's Trustees are unanimously asking you to vote:
o FOR the election of your Board's eleven nominees to the position of Trustee
(Proposal 1), and
o AGAINST the shareholder proposal to merge into an open- end fund (Proposal
2),
WHO ARE THE FUND'S NOMINEES? The Fund's nominees and the current Trustees of
the Fund are:
Harris J. Ashton, Robert F. Carlson, Sam Ginn, Edith E. Holiday, Edward B.
Jamieson, Charles B. Johnson, Rupert H. Johnson, Jr., Frank W.T. LaHaye,
Frank A. Olson, Larry D. Thompson and
John B. Wilson.
WHY DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE AGAINST THE SHAREHOLDER
PROPOSAL
(PROPOSAL 2)? The shareholder proposal requests that the Fund's Board of
Trustees promptly take the steps necessary to merge the Fund into the
Franklin Income Fund, an open- end fund, or otherwise enable shareholders to
realize net asset value for their shares. The Fund's Trustees oppose the
shareholder proposal because they believe it is in your best interests to
retain the Fund's closed- end structure. Closed- end funds do not have to
keep sufficient cash on hand to meet possible redemptions as do open- end
funds, so they can be fully invested at all times for the benefit of the
shareholders. Also, no other closed- end fund offers your Fund's combination
of investments in both high yield bonds and utility stocks, which provides
investors with both high current income as well as the potential for capital
appreciation. Combining this investment strategy with leverage and low cash
balances, your Fund has delivered consistently strong market returns to
investors over time. The Trustees believe strongly that your Fund remains
viable in its closed- end form, but may not be able to provide the same
benefits to shareholders if merged into Franklin Income Fund or another
open- end fund.
WHAT SHOULD I DO WITH THE GREEN PROXY CARD I RECEIVED FROM BULLDOG INVESTORS?
We urge you to vote the Fund's WHITE proxy card and discard the GREEN proxy
from Bulldog Investors. If you have already sent back the GREEN proxy card,
you can still change your vote and we ask that you promptly complete, sign,
date and return the enclosed WHITE proxy card because that will replace the
GREEN proxy card you previously sent. If you have already sent in the WHITE
proxy card, please do not send back any GREEN card you receive, even to vote
against Bulldog's nominees. Doing so will cancel out your prior vote on the
WHITE card.
WHO ARE THE DISSIDENT NOMINEES?
A group of dissident shareholders called Bulldog Investors has filed a proxy
statement to elect their own nominees to the Fund's Board at the Meeting.
Bulldog Investors has said that it wants to "permanently eliminate the
Trust's persistent double- digit discount to net asset value ("NAV") through
open- ending, liquidation or conducting a self- tender offer for 100% of the
Trust's shares at NAV."
If the dissident nominees are elected, we strongly believe that your Trust
would not continue to operate as a closed- end fund - it may be liquidated,
open- ended or significantly diminished through a tender offer.
The dissident nominees all sit on the Board of Directors of the Mexico Equity
and Income Fund, Inc. (NYSE: MXE), a publicly traded closed- end fund. As of
December 31, 2007, MXE was trading at a discount of 14.30%, so the dissident
nominees do not appear to have had any more success preventing "persistent
double- digit discounts" in MXE than have the current Trustees of the Fund.
This is not surprising, given that discounts tend to be cyclical and driven
by market forces beyond the control of any single closed-end fund.
As discussed in the Trust's Opposition Statement to Proposal 2, the Fund's
current Board believes that it is in shareholders' best interests to maintain
the Fund as a closed- end fund. As a result, the Fund's current Board intends
to vigorously contest the election of the dissident nominees.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE
AGAINST THE SHAREHOLDER PROPOSAL AND
FOR THE BOARD'S NOMINEES FOR TRUSTEE.
-------------------------------------------------------------------------------
VOTING METHODS
-------------------------------------------------------------------------------
REGISTERED SHAREHOLDERS (REG IN FRONT OF THE ACCOUNT NUMBER IN PAVLOV)
-----------------------
By Touchtone: Call (866) 458-9861. The shareholder will need the control
number and check digit found on the found on the right side of
the card below the fold line
By Internet: Go to WWW.PROXYONLINE.COM and follow the instructions found on
the website. Shareholders will need the control number and
check digits found on the right side of the card below the
fold line.
BENEFICIAL SHAREHOLDERS (NOBO IN FRONT OF THE ACCOUNT NUMBER IN PAVLOV)
-----------------------
By Touchtone: 800-690-6903 and follow the simple instructions. Shareholders
will need their control number found on the top right of their
proxy card.
By Internet: Go to WWW.PROXYVOTE.COM and follow the instructions found on
the website. Shareholders will need their control number found
on the top right of their proxy card.
FUND MATRIX & SYMBOL(S)
----------------------
CUSIP FUND FUND FUND
TICKER NUMBER
---------------------------------------------------
355145103 XFUTX 0001 Franklin Universal Trust
---------------------------------------------------
The TAG ID is located on the bottom left corner of the proxy card. See below
for sample.
SAMPLE PROXY CARD FOUND ON THE FOLLOWING PAGE.
PROXY
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FRANKLIN UNIVERSALTRUST
ANNUAL SHAREHOLDERS' MEETING - MARCH 14, 2008
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Craig S. Tyle, David P. Goss, and Karen L. Skidmore, and each of
them, proxies of the undersigned with full power of substitution to vote all
shares of Franklin Universal Trust (the "Fund") that the undersigned is
entitled to vote at the Fund's Annual Shareholders' Meeting (the "Meeting")
to be held at One Franklin Parkway, Building 920, San Mateo, CA 94403 at 2:00
p.m., Pacific Time, on March 14, 2008, including any postponements or
adjournments thereof, upon the matters set forth on the reverse side, and
instructs them to vote upon any other matters that may properly be acted upon
at the Meeting, including matters related to the conduct, adjournment or
postponement of the Meeting.
THE BOARD OF TRUSTEES OF THE FUND SOLICITS THIS PROXY. It will be voted as
specified on the reverse. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE
VOTED FOR THE ELECTION OF THE FUND'S NOMINEES TO THE POSITION OF TRUSTEE
(PROPOSAL 1) AND AGAINST THE SHAREHOLDER PROPOSAL (PROPOSAL 2). If any other
matters properly come before the Meeting to be voted on, the proxy holders
will vote, act and consent on those matters in accordance with the views of
management. Management is not aware of any such matters.
You are urged to date and sign this
proxy and return it promptly. This
will save the expense of follow-up
letters to shareholders who have not
responded.
___________________________________________
Signature(s) and Title(s), Date
if applicable
___________________________________________
Signature(s) and Title(s), Date
if applicable
Sign your name exactly as it appears
in the registration on the proxy
card. If the shares are held
jointly, either party may sign, but
the name of the party signing should
conform exactly to the name shown in
the registration on the proxy card.
If signing is by attorney, executor,
administrator, trustee or guardian,
please print your full title below
your signature.
------------------------------- FOLD HERE ----------------------------------
THREE SIMPLE METHODS TO VOTE YOUR PROXY:
INTERNET: Log on to WWW.PROXYONLINE.COM. Make sure to ----------
have this proxy card available when you plan CONTROL
to vote your shares. You will need the NUMBER
control number found in the box at the right
at the time you execute your vote. ----------
TOUCHTONE Simply dial toll-free 1-866-458-9855 and
PHONE follow the automated instructions. Please
have this proxy card available at the time
of the call.
MAIL: Simply sign, date, and complete the reverse
side of this proxy card and return it in the
postage paid envelope provided.
TAGID: CUSIP:
PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE. [X]
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR ALL NOMINEES.
---
1. Proposal: Election of Trustees.
WITHHOLD
FROM
FOR ALL ALL
NOMINEES: (NOMINEES) (NOMINEES)
(01) Harris J. (05) Edward B. (09) Frank A.
Ashton Jamieson Olson [ ] [ ]
(02) Robert F. (06) Charles B. (10) Larry D.
Carlson Johnson Thompson
(07) Rupert H. (11) John B.
(03) Sam Ginn Johnson, Jr. Wilson
(04) Edith E. (08) Frank W.T.
Holiday LaHaye
-------------------------------------------------
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided above.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE AGAINST PROPOSAL 2.
2. Shareholder Proposal: FOR AGAINST ABSTAIN
The shareholders ask the Trustees to take the [ ] [ ] [ ]
steps necessary to merge the Franklin Universal
Trust (FT) into the Franklin Income Fund (FKINX),
an open-end fund, or otherwise permit shareholders
to realize net asset value (NAV) for their shares.
If you should have any questions about the proxy material or the execution of
your vote, simply call 1 800-336-5159 between the hours of 10 am and 10 pm
Eastern time. Representatives will be happy to assist you. Please have this
proxy card available at the time of the call.
TAG ID: SCANNER BAR CODE CUSIP: 355145103