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
[X] Definitive Proxy Statement
[ ] 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:
FRANKLIN UNIVERSAL TRUST
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the annual shareholders' meeting scheduled for
Wednesday, February 16, 2005 at 2:00 p.m. Pacific Time. They discuss the
proposal 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' recommendation on
page 1 of the proxy statement.
WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSAL 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.
RETURNING YOUR PROXY DOES NOT PRECLUDE YOU FROM ATTENDING THE MEETING, OR LATER
CHANGING YOUR VOTE.
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 UNIVERSAL TRUST
NOTICE OF 2005 ANNUAL SHAREHOLDERS' MEETING
The Annual Shareholders' Meeting (the "Meeting") of Franklin Universal Trust
(the "Fund") will be held at the Fund's offices, One Franklin Parkway, San
Mateo, California, 94403, on Wednesday, February 16, 2005 at 2:00 p.m. Pacific
Time.
During the Meeting, shareholders of the Fund will vote on the following
proposals:
o The election of a Board of Trustees of the Fund.
o Such other matters as may properly come before the Meeting.
The Board of Trustees has fixed December 16, 2004 as the record date for the
determination of shareholders entitled to vote at the Meeting.
By Order of the Board of Trustees,
Murray L. Simpson
SECRETARY
San Mateo, California
Dated: January 25, 2005
PLEASE SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE SELF-ADDRESSED ENVELOPE
(OR RETURN YOUR PROXY BY TELEPHONE OR THROUGH THE INTERNET, IF YOU ARE ELIGIBLE
TO DO SO) REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
This page intentionally left blank.
FRANKLIN UNIVERSAL TRUST
PROXY STATEMENT
o INFORMATION ABOUT VOTING
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.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on
December 16, 2004 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 January
25, 2005.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on one proposal:
o The election of nine nominees to the position of Trustee.
HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?
The Trustees unanimously recommend that you vote FOR the election of the nine
nominees to the position of Trustee.
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 the Proposal,
your proxy will be voted as you indicated. If you simply sign and date the
proxy card, but don't specify a vote for the Proposal, your shares will be
voted IN FAVOR of the election of the nominees for Trustee.
The Board of Trustees does not know of any other business that may be
presented for consideration at the Meeting, other than a shareholder proposal
that has been omitted from the Proxy Statement in accordance with the rules
of the Securities and Exchange Commission. If the shareholder proposal or any
other matters properly come before the Meeting to be voted on, the shares
represented by the proxy holders will be voted, acted, and consented on those
matters in accordance with the views of management.
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 by attending the Meeting and voting in
person.
HOW DO I VOTE AT THE MEETING IF I HOLD SHARES THROUGH MY BROKER-DEALER?
If you would like to attend the Meeting in person and vote your shares, and
if your shares are held through a broker-dealer (sometimes referred to as
being held in "street name"), you should obtain a "legal proxy" from your
broker-dealer and deliver it to the Inspector of Elections at the Meeting.
o THE PROPOSAL: ELECTION OF TRUSTEES
HOW ARE NOMINEES SELECTED?
The Board of Trustees of the Fund (the "Board" or the "Trustees") has a
Nominating Committee consisting of Harris J. Ashton, Robert F. Carlson, S.
Joseph Fortunato, Edith E. Holiday, Frank W.T. LaHaye and Gordon S. Macklin,
Chairman, none of whom is an "interested person" as defined by the Investment
Company Act of 1940, as amended (the "1940 Act"). Trustees who are not
interested persons of the Fund are referred to as "Independent Trustees," and
Trustees who are interested persons of the Fund are referred to as
"Interested Trustees."
The Nominating Committee is responsible for selecting candidates to serve as
Trustees and recommending such candidates (a) for selection and nomination as
Independent Trustees by the incumbent Independent Trustees and the full
Board; and (b) for selection and nomination as Interested Trustees by the
full Board. In considering a candidate's qualifications, the Nominating
Committee generally considers the potential candidate's educational
background, business or professional experience, and reputation. In addition,
the Nominating Committee has established as minimum qualifications for Board
membership as an Independent Trustee (1) that such candidate be independent
from relationships with the Fund's investment manager and other principal
service providers both within the terms and the spirit of the statutory
independence requirements specified under the 1940 Act, (2) that such
candidate demonstrate an ability and willingness to make the considerable
time commitment, including personal attendance at Board meetings, believed
necessary to his or her function as an effective Board member, and (3) that
such candidate have no continuing relationship as a director, officer or
board member of any investment company other than those within the Franklin
Templeton Investments fund complex.
When the Board has or expects to have a vacancy, the Nominating Committee
receives and reviews information on individuals qualified to be recommended
to the full Board as nominees for election as Trustees, including any
recommendations by "Qualifying Fund Shareholders" (as defined below). Such
individuals are evaluated based upon the criteria described above. To date,
the Nominating Committee has been able to identify, and expects to continue
to be able to identify, from its own resources an ample number of qualified
candidates. The Nominating Committee, however, will review recommendations
from Qualifying Fund Shareholders to fill vacancies on the Board if these
recommendations are submitted in writing and addressed to the Nominating
Committee at the Fund's offices and are presented with appropriate background
material concerning the candidate that demonstrates his or her ability to
serve as a Trustee, including as an Independent Trustee, of the Fund. A
Qualifying Fund Shareholder is a shareholder who (i) has continuously owned
of record, or beneficially through a financial intermediary, shares of the
Fund having a net asset value of not less than two hundred and fifty thousand
dollars ($250,000) during the twenty-four month period prior to submitting
the recommendation; and (ii) provides a written notice to the Nominating
Committee containing the following information: (a) the name and address of
the Qualifying Fund Shareholder making the recommendation; (b) the number of
shares of the Fund which are owned of record and beneficially by such
Qualifying Fund Shareholder and the length of time that such shares have been
so owned by the Qualifying Fund Shareholder; (c) a description of all
arrangements and understandings between such Qualifying Fund Shareholder and
any other person or persons (naming such person or persons) pursuant to which
the recommendation is being made; (d) the name, age, date of birth, business
address and residence address of the person or persons being recommended; (e)
such other information regarding each person recommended by such Qualifying
Fund Shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the U.S. Securities and Exchange
Commission ("SEC") had the nominee been nominated by the Board; (f) whether
the shareholder making the recommendation believes the person recommended
would or would not be an "interested person" of the Fund, as defined in the
1940 Act; and (g) the written consent of each person recommended to serve as
a Trustee of the Fund if so nominated and elected/appointed.
The Nominating Committee may amend these procedures from time to time,
including the procedures relating to the evaluation of nominees and the
process for submitting recommendations to the Nominating Committee.
The Board has adopted and approved a formal written charter for the
Nominating Committee. A copy of the charter is attached as Exhibit A to this
proxy statement.
WHO ARE THE NOMINEES?
Harris J. Ashton, Robert F. Carlson, S. Joseph Fortunato, Edith E. Holiday,
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. Among the
nominees, Edward B. Jamieson, Charles B. Johnson and Rupert H. Johnson are
deemed to be "interested persons" of the Fund for purposes of the 1940 Act.
All of the nominees are currently members of the Board. In addition, all of
the current nominees are also directors and/or trustees of other U.S.
registered mutual funds of Franklin Templeton Investments (collectively
"Franklin Templeton 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 owned approximately
17.84% and 15.06%, respectively, of its outstanding shares as of November
30, 2004. Resources, a global investment management organization operating
as Franklin Templeton Investments, 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, Chairman of the
Board and Trustee of the Fund, and Rupert H. Johnson, Jr., Trustee and
Senior 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 the nominees, are their names, ages and addresses, as well
as their positions and length of service with the Fund, principal occupations
during the past five years, the number of portfolios in the Franklin
Templeton Investments fund complex that they oversee, and any other
directorships held by the nominee.
NOMINEES FOR INDEPENDENT TRUSTEE
-----------------------------------------------------------------
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
LENGTH OVERSEEN OTHER
NAME, AGE OF TIME BY DIRECTORSHIPS
AND ADDRESS POSITION SERVED TRUSTEE* HELD
-----------------------------------------------------------------
Harris J. Trustee Since 142 Director, Bar-S
Ashton (72) 1988 Foods (meat
One Franklin packing company).
Parkway
San Mateo,
CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank
holding company) (until 2002); and President, Chief Executive Officer and
Chairman of the Board, General Host Corporation (nursery and craft centers)
(until 1998).
-----------------------------------------------------------------
Robert F. Trustee Since 49 None
Carlson (76) 2000
One Franklin
Parkway
San Mateo,
CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President and past President, Board of Administration, California Public
Employees Retirement Systems (CALPERS); and FORMERLY, member and Chairman of the
Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of
California; and Chief Counsel, California Department of Transportation.
-----------------------------------------------------------------
S. Joseph Trustee Since 143 None
Fortunato 1989
(72)
One Franklin
Parkway
San Mateo,
CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch.
-----------------------------------------------------------------
Edith E. Trustee Since 98 Director,
Holiday (52) January Amerada Hess
500 East 2004 Corporation
Broward (exploration and
Blvd. refining of oil
Suite 2100 and gas); H.J.
Fort Heinz Company
Lauderdale, (processed foods
FL 33394-3091 and allied
products); RTI
International
Metals, Inc.
(manufacture and
distribution of
titanium);
Canadian
National Railway
(railroad); and
White Mountains
Insurance Group,
Ltd. (holding
company).
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director or Trustee of various companies and trusts; and FORMERLY, Assistant to
the President of the United States and Secretary of the Cabinet (1990-1993);
General Counsel to the United States Treasury Department (1989-1990); and
Counselor to the Secretary and Assistant Secretary for Public Affairs and Public
Liaison-United States Treasury Department (1988-1989).
-----------------------------------------------------------------
Frank W.T. Trustee Since 115 Director, The
LaHaye (75) 1988 California
One Franklin Center for Land
Parkway Recycling
San Mateo, (redevelopment).
CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
General Partner, Las Olas L.P. (Asset Management); and formerly, Chairman,
Peregrine Venture Management Company (venture capital).
-----------------------------------------------------------------
Gordon S. Trustee Since 142 Director, White
Macklin (76) 1993 Mountains
One Franklin Insurance Group,
Parkway Ltd. (holding
San Mateo, company); Martek
CA 94403-1906 Biosciences
Corporation;
MedImmune, Inc.
(biotechnology);
and
Overstock.com
(Internet
services); and
FORMERLY,
Director, MCI
Communication
Corporation
(subsequently
known as MCI
WorldCom, Inc.
and WorldCom,
Inc.)
(communications
services)
(1988-2002) and
Spacehab, Inc.
(aerospace
services)
(1994-2003).
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and
FORMERLY, Chairman, White River Corporation (financial services) (1993-1998) and
Hambrecht & Quist Group (investment banking) (1987-1992); and President,
National Association of Securities Dealers, Inc. (1970-1987).
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NOMINEES FOR INTERESTED TRUSTEE
-----------------------------------------------------------------
**Edward B. Trustee, Trustee 10 None
Jamieson (56) President and
One Franklin and Chief President
Parkway Executive since
San Mateo, Officer - 1993 and
CA 94403-1906 Investment Chief
Management Executive
Officer
-Investment
Management
since
2002
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.; and
officer and/or trustee, as the case may be, of other subsidiaries of Franklin
Resources, Inc. and of five of the investment companies in Franklin Templeton
Investments.
-----------------------------------------------------------------
**Charles B. Trustee and Trustee 142 None
Johnson (72) Chairman of since
One Franklin the Board 1988 and
Parkway Chairman
San Mateo, of the
CA 94403-1906 Board
since
1993
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman of the Board, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.;
Director, Fiduciary Trust Company International; and officer and/or director or
trustee, as the case may be, of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton
Investments.
-----------------------------------------------------------------
**Rupert H. Trustee and Trustee 125 None
Johnson, Jr. Senior Vice and
(64) President Senior
One Franklin Vice
Parkway President
San Mateo, since
CA 94403-1906 1988
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources,
Inc.; 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; and officer and/or
director or trustee, as the case may be, of some of the other subsidiaries of
Franklin Resources, Inc. and of 49 of the investment companies in Franklin
Templeton Investments.
-----------------------------------------------------------------
*We base the number of portfolios on each separate series of the U.S. registered
investment companies within the Franklin Templeton Investments fund complex.
These portfolios have a common investment adviser or affiliated investment
advisers.
**Charles B. Johnson and Rupert H. Johnson are considered "interested persons"
of the Fund under the federal securities laws due to their positions as officers
and directors and major shareholders of Resources, which is the parent company
of the Fund's adviser. Edward B. Jamieson is considered an interested person of
the Fund under the federal securities laws due to his position as officer and
director of Resources. Charles B. Johnson and Rupert H. Johnson, Jr. are
brothers.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, 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, were valued as of such date with subsequent investments valued at
cost.
The following tables provide the dollar range of equity securities of the Fund
and of all funds overseen by the Trustees in the Franklin Templeton Investments
fund complex beneficially owned by the Board members as of December 31, 2004.
INDEPENDENT TRUSTEES
------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN BY
THE TRUSTEE IN THE
FRANKLIN TEMPLETON
DOLLAR RANGE OF EQUITY INVESTMENTS FUND
NAME OF TRUSTEE SECURITIES IN THE FUND COMPLEX
------------------------------------------------------------------------
Harris J. Ashton $1 - $10,000 Over $100,000
------------------------------------------------------------------------
Robert F. Carlson None Over $100,000
------------------------------------------------------------------------
S. Joseph Fortunato $1 - $10,000 Over $100,000
------------------------------------------------------------------------
Edith E. Holiday None Over $100,000
------------------------------------------------------------------------
Frank W.T. LaHaye None Over $100,000
------------------------------------------------------------------------
Gordon S. Macklin None Over $100,000
------------------------------------------------------------------------
INTERESTED TRUSTEES
------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN BY THE
TRUSTEE IN THE
FRANKLIN TEMPLETON
DOLLAR RANGE OF EQUITY INVESTMENTS FUND
NAME OF TRUSTEE SECURITIES IN THE FUND COMPLEX
------------------------------------------------------------------------
Edward B. Jamieson None Over $100,000
------------------------------------------------------------------------
Charles B. Johnson $1 - $10,000 Over $100,000
------------------------------------------------------------------------
Rupert H. Johnson, Jr. $1 - $10,000 Over $100,000
------------------------------------------------------------------------
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 all 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 $85 per month
plus $80 per meeting attended. Board members who serve on the Audit Committee of
the Fund and other Franklin Templeton funds are paid a flat fee of $2,000 per
Audit 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 a
day of a Board meeting.
During the fiscal year ended August 31, 2004, there were 11 meetings of the
Board, one meeting of the Nominating Committee, and seven meetings of the Audit
Committee. Each of the Trustees attended at least 75% of the total number of
meetings of the Board. All of the committee members attended all of the
Nominating Committee meetings and at least 75% of the Audit Committee meetings.
The Fund does not currently have a formal policy regarding Trustees' attendance
at the annual shareholders' meeting. None of the Trustees attended the Fund's
last annual meeting held on February 24, 2004.
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 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 Franklin
Received Templeton
Aggregate from Investments
Compensation Franklin on Which Each
from the Templeton Trustee
Name of Trustee Fund* Funds** Serves***
--------------------------------------------------------------------
Harris J. Ashton $1,686 $370,100 46
Robert F. Carlson $4,260 $116,125 15
S. Joseph Fortunato $1,584 $372,100 47
Edith E. Holiday $1,075 $360,527 33
Frank W.T. LaHaye $3,604 $183,598 29
Gordon S. Macklin $1,686 $368,101 46
*For the fiscal year ended August 31, 2004.
**For the calendar year ended December 31, 2004.
***We base the number of boards on the number of U.S. registered investment
companies in the Franklin Templeton fund complex. 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 funds currently includes
52 U.S. registered investment companies, with approximately 156 U.S. based
funds or series.
The table above indicates the total fees paid to Trustees by the Fund
individually and all of the Franklin Templeton funds. These Trustees also serve
as directors or trustees of other Franklin Templeton 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
Franklin Templeton 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.
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 the Executive Officers, are their names, ages and
addresses, as well as their positions and length of service with the Fund and a
brief description of recent professional experience:
-------------------------------------------------------------------
NAME, AGE AND ADDRESS POSITION LENGTH OF TIME
SERVED
-------------------------------------------------------------------
Edward B. Jamieson (56) Trustee, Trustee and
One Franklin Parkway President and President since
San Mateo, CA 94403-1906 Chief Executive 1993 and Chief
Officer - Executive Officer -
Investment Investment
Management Management since
2002
-------------------------------------------------------------------
Please refer to the table "Nominees for Interested Trustee" for
additional information about Mr. Edward B. Jamieson.
-------------------------------------------------------------------
Charles B. Johnson (72) Trustee and Trustee since 1988
One Franklin Parkway Chairman of the and Chairman of the
San Mateo, CA 94403-1906 Board Board since 1993
-------------------------------------------------------------------
Please refer to the table "Nominees for Interested Trustee" for
additional information about Mr. Charles B. Johnson.
------------------------------------------------------------------
Rupert H. Johnson, Jr. Trustee and Trustee and Senior
(64) Senior Vice Vice President
One Franklin Parkway President since 1988
San Mateo, CA 94403-1906
------------------------------------------------------------------
Please refer to the table "Nominees for Interested Trustee" for
additional information about Mr. Rupert H. Johnson, Jr.
------------------------------------------------------------------
Harmon E. Burns (59) Vice President Since 1988
One Franklin Parkway
San Mateo, CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director,
Franklin Resources, Inc.; Vice President and Director, Franklin
Templeton Distributors, Inc.; Executive Vice President, Franklin
Advisers, Inc.; Director, Franklin Investment Advisory Services,
Inc.; and officer and/or director or trustee, as the case may
be, of some of the other subsidiaries of Franklin Resources,
Inc. and of 49 of the investment companies in Franklin Templeton
Investments.
------------------------------------------------------------------
James M. Davis Chief Compliance Since July 2004
(52) Officer
One Franklin Parkway
San Mateo, CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Officer of 51 of the investment companies in Franklin Templeton
Investments; Director, Global Compliance, Franklin Resources,
Inc., and FORMERLY, Director of Compliance, Franklin Resources,
Inc. (1994-2001).
------------------------------------------------------------------
Laura Fergerson (42) Treasurer Since July 2004
One Franklin Parkway
San Mateo,
CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Officer of 34 of the investment companies in Franklin Templeton Investments;
and FORMERLY, Director and member of Audit and Valuation Committees, Runkel
Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment
companies in Franklin Templeton Investments (1997-2003); and Vice President,
Franklin Templeton Services, LLC (1997-2003).
------------------------------------------------------------------
Martin L. Flanagan (44) Vice President Since 1995
One Franklin Parkway
San Mateo, CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Co-President and Chief Executive Officer, Franklin Resources, 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 and Chief Operating Officer, Templeton Investment
Counsel, LLC; President and Director, Franklin Advisers, Inc.; Executive Vice
President, Franklin Investment Advisory Services, Inc. and Franklin Templeton
Investor Services, LLC; Chief Financial Officer, Franklin Advisory Services,
LLC; Chairman, Franklin Templeton Services, LLC; and officer and/or director or
trustee, as the case may be, of some of the other subsidiaries of Franklin
Resources, Inc. and of 49 of the investment companies in Franklin Templeton
Investments.
------------------------------------------------------------------
Jimmy D. Gambill (57) Senior Vice Since 2002
500 East Broward Blvd. President and
Suite 2100 Fort Chief Executive
Lauderdale, FL 33394-3091 Officer -Finance
and
Administration
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Franklin Templeton Services, LLC; Senior Vice President, Templeton
Worldwide, Inc.; and officer of 51 of the investment companies in Franklin
Templeton Investments.
------------------------------------------------------------------
David P. Goss (57) Vice President Since 2000
One Franklin Parkway
San Mateo, CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Senior Associate General Counsel, Franklin Resources, Inc.;
officer and director of one of the subsidiaries of Franklin
Resources, Inc.; officer of 51 of the investment companies in
Franklin Templeton Investments; and FORMERLY, President, Chief
Executive Officer and Director, Property Resources Equity Trust
(until 1999) and Franklin Select Realty Trust (until 2000).
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Barbara J. Green (57) Vice President Since 2000
One Franklin Parkway
San Mateo, CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.;
Secretary and Senior Vice President, Templeton Worldwide, Inc.; Secretary,
Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment
Advisory Services, Inc., Franklin Mutual Advisers, LLC, Franklin Templeton
Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC,
Franklin Templeton Services, LLC, Franklin Templeton Distributors, Inc.,
Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services,
Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc.
and of 51 of the investment companies in Franklin Templeton Investments; 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 (until 1986); and Judicial Clerk, U.S.
District Court (District of Massachusetts) (until 1979).
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Murray L. Simpson (67) Vice President Since 2000
One Franklin Parkway and Secretary
San Mateo, CA 94403-1906
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer
and/or director, as the case be, of some of the subsidiaries of Franklin
Resources, Inc. and of 51 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Chief Executive Officer and Managing Director,
Templeton Franklin Investment Services (Asia) Limited (until 2000); and
Director, Templeton Asset Management Ltd. (until 1999).
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Galen G. Vetter (53) Chief Financial Since May 2004
500 East Broward Blvd. Officer and
Suite 2100 Fort Chief Accounting
Lauderdale, FL 33394-3091 Officer
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Officer of 51 of the investment companies in Franklin Templeton Investments;
Senior Vice President, Franklin Templeton Services, LLC; and FORMERLY, Managing
Director, RSM McGladrey, Inc.; and Partner, McGladrey & Pullen, LLP.
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o ADDITIONAL INFORMATION ABOUT THE FUND
THE INVESTMENT MANAGER. The Investment Manager is Franklin Advisers, Inc., a
California corporation, whose principal address is One Franklin Parkway, San
Mateo, California 94403. Pursuant to an investment management agreement, the
Investment Manager manages the investment and reinvestment of Fund assets.
The Investment Manager is a wholly-owned subsidiary of Resources.
THE FUND ADMINISTRATOR. The administrator of the Fund is Franklin Templeton
Services, LLC ("FT Services"), whose principal address is also One Franklin
Parkway, San Mateo, CA 94403. Under an agreement with Advisers, FT Services
performs certain administrative functions for the Fund. FT Services is an
indirect, wholly-owned subsidiary of Resources.
THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement
agent for the Fund is PFPC, Inc., P.O. Box 8030, Boston, MA 02266-8030.
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 for the fiscal year ended August 31,
2004, 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,
LLC, P.O. Box 997151, Sacramento, CA 95899-9983.
PRINCIPAL SHAREHOLDERS. As of December 16, 2004, the Fund had 27,924,293.784
shares outstanding and total net assets of $194,023,022.48. 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 December 16, 2004, there were no
other entities holding beneficially or of record more than 5% of the Fund's
outstanding shares, except as shown in the following table:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Outstanding Shares
------------------------------------------------------------------------
Financial & Investment 1,642,376(1) 6.00(2)
Management Group,
Ltd., 111 Cass Street,
Traverse City, MI 49684
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1. The nature of beneficial ownership is shared voting and dispositive power
as reported on Schedule 13G, filed with the U.S. Securities and Exchange
Commission as of February 18, 2004.
2. As reported on Schedule 13G, filed with the U.S. Securities and Exchange
Commission as of February 18, 2004.
In addition, to the knowledge of the Fund's management, as of December 16,
2004, 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.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. U.S. securities law
require that the Fund's Trustees, officers and shareholders owning more than
10% of outstanding shares, as well as affiliated persons of its Investment
Manager, report their ownership of the Fund's shares and any changes in that
ownership. Specific due dates for these reports have been established and the
Fund is required to report in this proxy statement any failure to file by
these dates during the fiscal year ended August 31, 2004. All of the filing
dates of these reports were met. In making this disclosure, the Fund relied
upon the written representations of the persons affected and copies of their
relevant filings.
CONTACTING THE BOARD OF TRUSTEES.If a shareholder wishes to send a
communication to the Board, such correspondence should be in writing and
addressed to the Board of Trustees at the Fund's offices. The correspondence
will then be given to the Board for their review and consideration.
|X| AUDIT COMMITTEE
The Board has a standing Audit Committee consisting of Messrs. LaHaye
(Chairman), Fortunato, and Carlson, all of whom are Independent Trustees and
also are considered to be "independent" as that term is defined by the NYSE's
listing standards. The Fund's Audit Committee is responsible for recommending
the selection of the Fund's independent registered public accounting firm
(auditors), including evaluating their independence, and meeting with such
auditors to consider and review matters relating to the Fund's financial
reports and internal accounting. The Audit Committee also reviews the
maintenance of the Fund's records and the safekeeping arrangements of the
Fund's custodian.
SELECTION OF INDEPENDENT AUDITORS. Upon the recommendation of the Audit
Committee, the Board selected the firm of PricewaterhouseCoopers LLP ("PwC")
as auditors of the Fund for the current fiscal year. Representatives of PwC
are not expected to be present at the Meeting, but will have the opportunity
to make a statement if they wish, and will be available should any matter
arise requiring their presence.
AUDIT FEES. The aggregate fees paid to PwC for professional services rendered
by PwC for the audit or review of the Fund's annual financial statements or
for services that are normally provided by PwC in connection with statutory
and regulatory filings or engagements were $20,816 for the fiscal year ended
August 31, 2004 and $19,271 for the fiscal year ended August 31, 2003.
AUDIT RELATED FEES. The aggregate fees paid to PwC for assurance and related
services rendered by PwC to the Fund that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under "Audit Fees" above were $12,500 for the fiscal year ended
August 31, 2004 and $12,500 for the fiscal year ended August 31, 2003. The
services for which these fees were paid included attestation services.
The aggregate fees paid to PwC for assurance and related services rendered by
PwC to the Investment Manager and any entity controlling, controlled by or
under common control with the Investment Manager that provides ongoing
services to the Fund that are reasonably related to the performance of the
audit of the Fund's financial statements were $45,000 for the fiscal year
ended August 31, 2004 and $3,614 for the fiscal year ended August 31, 2003.
The services for which these fees were paid included attestation services.
TAX FEES. There were no fees paid to PwC for professional services rendered
by PwC to the Fund for tax compliance, tax advice and tax planning for the
fiscal years ended August 31, 2004, and no such fees were paid for the fiscal
year ended August 31, 2003.
In addition, the Audit Committee pre-approves PwC's engagements for tax
services with the Investment Manager and certain entities controlling,
controlled by, or under common control with the Investment Manager that
provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. There were no fees paid
to PwC for professional services rendered by PwC to any entities controlling,
controlled by, or under common control with the Investment Manager that
provide ongoing services to the Fund for tax compliance, tax advice and tax
planning for the fiscal years ended August 31, 2004 and August 31, 2003.
ALL OTHER FEES. The aggregate fees paid to PwC for products and services
rendered by PwC to the Fund not reported in previous paragraphs were $109 for
the fiscal year ended August 31, 2004 and $0 for the fiscal year ended August
31, 2003. The services for which these fees were paid included review of
materials provided to the Board in connection with the investment management
contract renewal process.
The aggregate fees paid to PwC for products and services rendered by PwC to
the Investment Manager and any entity controlling, controlled by or under
common control with the Investment Manager that provides ongoing services to
the Fund not reported in previous paragraphs were $99,891 for the fiscal year
ended August 31, 2004 and $0 for the fiscal year ended August 31, 2003. The
services for which these fees were paid included review of materials provided
to the Board in connection with the investment management contract renewal
process.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. As of the date of this
proxy statement, the Audit Committee has not adopted pre-approval policies
and procedures. As a result, all such services described above and provided
by PwC must be directly pre-approved by the Audit Committee.
AGGREGATE NON-AUDIT FEES. The aggregate non-audit fees paid to PwC for
services rendered by PwC to the Fund and the Investment Manager and any
entity controlling, controlled by or under common control with the Investment
Manager that provides ongoing services to the Fund were $157,500 for the
fiscal year ended August 31, 2004 and $16,114 for the fiscal year ended
August 31, 2003.
AUDIT COMMITTEE REPORT. The Board has adopted and approved a formal written
charter for the Audit Committee, which sets forth the Audit Committee's
responsibilities. A copy of the charter is attached as Exhibit B to this
proxy statement.
As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with PwC, the Fund's
auditors, to discuss the financial statements.
The Audit Committee received the written disclosures and the letter from PwC
required by Independence Standards Board Standard No. 1. The Audit Committee
also received the report of PwC regarding the results of their audit. In
connection with their review of the financial statements and the auditors'
report, the members of the Audit Committee discussed with a representative of
PwC, their independence, as well as the following: the auditors'
responsibilities in accordance with generally accepted auditing standards;
the auditors' responsibilities for information prepared by management that
accompanies the Fund's audited financial statements and any procedures
performed and the results; the initial selection of, and whether there were
any changes in, significant accounting policies or their application;
management's judgments and accounting estimates; whether there were any
significant audit adjustments; whether there were any disagreements with
management; whether there was any consultation with other accountants;
whether there were any major issues discussed with management prior to the
auditors' retention; whether the auditors encountered any difficulties in
dealing with management in performing the audit; and the auditors' judgments
about the quality of the Fund's accounting principles.
Based on its review and discussions with management and the Fund's auditors,
the Audit Committee did not become aware of any material misstatements or
omissions in the financial statements.
Accordingly, the Audit Committee recommended to the Board of Trustees that
the audited financial statements be included in the Fund's Annual Report to
Shareholders for the fiscal year ended August 31, 2004 for filing with the
SEC.
THE AUDIT COMMITTEE
Frank W.T. LaHaye (Chairman)
S. Joseph Fortunato
Robert F. Carlson
o 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, electronic 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, the election of Trustees
requires that the nine 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.
Abstentions and broker non-votes will be treated as votes not cast and,
therefore, will not be counted for purposes of obtaining approval of the
Proposal. The Fund does not anticipate receiving any broker non-votes.
ADJOURNMENT. Whether or not a quorum is present at the Meeting, the Meeting
may be adjourned by vote of the majority of the shares represented at the
Meeting, either in person or by proxy. In the event that a quorum is present,
but sufficient votes have not been received to approve the Proposal, the
persons named as proxies may propose one or more adjournments of the Meeting
to permit the further solicitation of proxies. If the Meeting is adjourned,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless
the adjournment is for more than 60 days from the date set for the original
Meeting, in which case the Board of Trustees shall set a new date. At any
adjourned Meeting, the Fund may transact any business which might have been
transacted at the original Meeting. 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
Shareholders' Meeting will be held in February 2006. Shareholder proposals to
be presented at the next Annual Shareholders' Meeting must be received at the
Fund's offices, One Franklin Parkway, San Mateo, CA 94403, no later than
September 27, 2005 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 2006 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 December 12, 2005. 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 2006 Annual Shareholders' Meeting may exercise discretionary voting
power with respect to any such proposal.
The Board of Trustees does not know of any other business that may be
presented for consideration at the Meeting, other than a shareholder proposal
that has been omitted from this Proxy Statement in accordance with the rules
of the Securities and Exchange Commission. If this shareholder proposal or
any other business should properly come before the Meeting, the shares
represented by the proxies and voting instructions solicited hereby may be
voted on such business in the discretion of the proxy holders.
By order of the Board of Trustees,
Murray L. Simpson
SECRETARY
Dated: January 25, 2005
San Mateo, California
PROXY
FRANKLIN UNIVERSAL TRUST
ANNUAL SHAREHOLDERS' MEETING - FEBRUARY 16, 2005
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Rupert H. Johnson, Jr., Harmon E. Burns, Murray L. Simpson, Barbara J.
Green, and David P. Goss, and each of them, proxies of the undersigned with full
power of substitution to vote all shares of Franklin Universal Trust (the
"Company") that the undersigned is entitled to vote at the Franklin Universal
Trust Annual Shareholders' Meeting to be held at One Franklin Parkway, Building
920, San Mateo, CA 94403 at 2:00 p.m. Pacific Time on February 16, 2005,
including any postponements or adjournments thereof, upon any matters that may
properly be acted upon at the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF FRANKLIN UNIVERSAL TRUST.
IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE
VOTED FOR THE PROPOSAL. THE BOARD OF TRUSTEES DOES NOT KNOW OF ANY OTHER
BUSINESS THAT MAY BE PRESENTED FOR CONSIDERATION AT THE MEETING, OTHER THAN A
SHAREHOLDER PROPOSAL THAT HAS BEEN OMITTED FROM THE PROXY STATEMENT IN
ACCORDANCE WITH THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. IF THIS
SHAREHOLDER PROPOSAL OR ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING TO BE
VOTED ON, THE SHARES REPRESENTED BY THE PROXY HOLDERS WILL BE VOTED AND
CONSENTED ON THOSE MATTERS IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT.
IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.
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.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
[ X ] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
1. Proposal: Election of Trustees.
NOMINEES: (01) Harris J. Ashton, (02) Robert F. Carlson,
(03) S. Joseph Fortunato, (04) Edith E. Holiday,
(05) Edward B. Jamieson, (06) Charles B. Johnson,
(07) Rupert H. Johnson, Jr., (08) Frank W.T. LaHaye,
(09) Gordon S. Macklin.
FOR WITHHOLD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ]
----------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in
the space provided above).
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
Signature: Date: Signature: Date:
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