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-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
[ ] 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:
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PROXY FACT SHEET IMPORTANT DATES
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RECORD DATE: January 2, 2007
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MAIL DATE: January 29, 2007
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ANNUAL MEETING OF SHAREHOLDERS FOR: MEETING DATE: March 30, 2007
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MEETING TIME: 2:00 pm Pacific Time
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FRANKLIN UNIVERSAL TRUST LOCATION: Fund's office One
Franklin Parkway,
San Mateo,
California 94403
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INVESTMENT MANAGER: CONTACT INFO:
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The Investment Manager is Franklin FUND NUMBER: 1-800-342-5236
Advisers, Inc -----------------------------------
INBOUND LINE: 1-800-336-5159
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WEBSITE: www.franklintempleton.
com
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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 30,
2007.
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 nine nominees to the position of Trustee.
o To act upon, if properly presented, a shareholder proposal.
HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?
The Trustees unanimously recommend that you vote FOR the election of the nine
nominees as Trustees (Proposal 1) and AGAINST the shareholder proposal
(Proposal 2).
WHO ARE THE NOMINEES? Harris J. Ashton, Robert F. Carlson, Edith E. Holiday,
Edward B. Jamieson, Charles B. Johnson, Rupert H. Johnson, Jr., Frank W.T.
LaHaye, Frank A. Olson and John B. Wilson 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.
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 open-end the Trust 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. 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 reorganized
or merged into an open-end fund.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE
AGAINST THE SHAREHOLDER PROPOSAL.
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VOTING METHODS
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REGISTERED SHAREHOLDERS (REG IN FRONT OF THE ACCOUNT NUMBER IN PAVLOV)
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By Phone: 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.MYPROXYONLINE.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)
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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)
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CUSIP FUND FUND FUND
TICKER NUMBER
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355145103 XFUTX 0001 Franklin Universal Trust
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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]
FRANKLIN UNIVERSAL TRUST
ANNUAL SHAREHOLDERS' MEETING - MARCH 30, 2007
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Craig S. Tyle, Barbara J. Green, 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 30, 2007, 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.
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 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), if applicable Date
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Signature(s) and Title(s), if applicable Date
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.
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^ FOLD HERE ^
Three simple methods to vote your proxy:
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Internet: Log on to WWW.MYPROXYONLINE.COM. Make sure
to have this proxy card available when you CONTROL
plan to vote your shares. You will need the NUMBER:
control number and check digit found in the
box at the right at the time you execute
your vote.
Touchtone Simply dial toll-free (866) 458-9861 and CHECK
Phone: follow the automated instructions. Please DIGIT ID:
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.
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TAGID: 12345678 CUSIP: 123456789
IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.
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
FOR ALL FROM ALL
NOMINEES: (NOMINEES) (NOMINEES)
(01) Harris J. Ashton (04) Edward B. Jamieson (07) Frank W.T. LaHaye
(02) Robert F. Carlson (05) Charles B. Johnson (08) Frank A. Olson
(03) Edith E. Holiday (06) Rupert H. Johnson, Jr. (09) John B. Wilson
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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
RESOLVED: The shareholders of Franklin Universal Trust
(the "Trust") request that the Board of Trustees promptly
take the steps necessary to open end the Trust or otherwise
enable 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.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!