ncsr-fut0813.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES

Investment Company Act file number: 811-05569

FRANKLIN UNIVERSAL TRUST
(Exact name of registrant as specified in charter)

ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
(Address of principal executive offices) (Zip code)

CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
(Name and address of agent for service)

Registrant's telephone number, including area code: (650) 312-2000

Date of fiscal year end: 8/31

Date of reporting period: 8/31/13

Item 1. Reports to Stockholders.


 


FRANKLIN UNIVERSAL TRUST



 


Contents        
 
 
Annual Report Dividend Reinvestment and   Report of Independent  
            Franklin Universal Trust                            1 Cash Purchase Plan 9 Registered Public  
      Accounting Firm 36
       
Performance Summary                      6        Financial Highlights and      
  Statement of Investments 12 Tax Information 37
 
Annual Shareholders’ Meeting             7      
  Financial Statements 23 Board Members and Officers 38
 
 Important Notice to Notes to Financial Statements 27 Shareholder Information 43
         Shareholders                            8      

 

Annual Report

Franklin Universal Trust

Your Fund’s Goals and Main Investments: Franklin Universal Trust’s primary investment objective is to provide high, current income consistent with preservation of capital. Its secondary objective is growth of income through dividend increases and capital appreciation.

Performance data represent
past performance, which does
not guarantee future results.
Investment return and principal
value will fluctuate, and you may
have a gain or loss when you sell
your shares. Current performance
may differ from figures shown.

 

Dear Shareholder:

This annual report for Franklin Universal Trust covers the fiscal year ended August 31, 2013.

Performance Overview

For the 12 months under review, the Fund’s cumulative total returns were +8.04% based on net asset value and -2.45% based on market price, as shown in the Performance Summary on page 6. For comparison, the Credit Suisse (CS) High Yield Index, which is designed to mirror the investable universe of the U.S. dollar-denominated high yield debt market, produced a +7.50% total return, and utilities stocks, as measured by the Standard & Poor’s® (S&P®) 500 Utilities Index, which tracks all electric utility stocks in the broad S&P 500® Index, posted a total return of +7.03% for the same period.1

1. Source: © 2013 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar
and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or
timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of
this information. STANDARD & POOR’S®, S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial
Services LLC. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest
directly in an index, and an index is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s
Statement of Investments (SOI). The SOI begins on page 13.

Annual Report | 1


 

Economic and Market Overview

The U.S. economy, as measured by gross domestic product (GDP), grew during the 12-month period ended August 31, 2013. Despite a large decline in federal government spending during the fourth quarter of 2012, the pace of economic growth improved in the first quarter of 2013, supported by investment and consumer spending. This growth trend continued into the second quarter, but at an accelerated pace that exceeded expectations and reflected a surge in exports as well as strong consumer and real estate spending levels. These gains were partially offset by continued federal budget cuts. Accelerating home sales accompanied record-low mortgage rates, affordable housing prices, low inventories and a six-year low in U.S. foreclosures. Manufacturing, a mainstay of economic productivity, expanded during the period, and the unemployment rate fell to 7.3% in August 2013 from 8.1% a year earlier.2

Early in the reporting period, the Federal Reserve Board (Fed) acknowledged the need for further policy accommodation and announced a third round of quantitative easing (QE3). QE3 consisted of additional $40 billion monthly purchases of mortgage-backed securities until the labor market improves. The Fed also continued buying long-term Treasuries and selling short-term Treasuries in an effort to put downward pressure on long-term interest rates. In December, the Fed announced a 6.5% unemployment level as a guide to maintaining the historically low federal funds target rate.

In the fourth quarter, economists, business leaders and market watchers were concerned about the U.S. “fiscal cliff” when, unless Congress acted, automatic income tax increases and federal budget cuts were scheduled to take effect in 2013. They feared these events could cause another U.S. recession. Not knowing whether Congress and the President would avert these measures after the U.S. election, many businesses delayed major investment and hiring decisions. Budgetary agreement between Congress and the President on January 1, 2013, preserved lower income tax rates for most U.S. households, but concerns remained about how the expired payroll tax cut, far-reaching federal spending cuts, and future federal debt ceiling negotiations could affect the U.S. economic recovery. Washington’s lack of consensus on proposed expenditure reductions resulted in further across-the-board federal spending cuts starting in March.

In May, Fed Chairman Ben Bernanke said the Fed could gradually wind down its monthly purchases of mortgage-backed securities and Treasuries, assuming continued U.S. economic improvement. He clarified in June that such action could begin in the near future. Many investors sold their fixed income instruments seeking to avoid an interest rate rise, and the 10-year U.S. Treasury note

2. Source: Bureau of Labor Statistics.

2 | Annual Report


 

yield rose to 2.78% at fiscal year-end from 1.57% on August 31, 2012. During much of the 12-month period, investors sought higher bond yields and were willing to assume some additional risk. Below-investment-grade corporate bonds, as measured by the CS High Yield Index, delivered strong results and outperformed investment-grade fixed income markets, as measured by the Barclays U.S. Aggregate Index.

Investment Strategy

We invest primarily in two asset classes: high yield bonds and utility stocks. Within the high yield portion of the portfolio, we use fundamental research to invest in a diversified portfolio of bonds. Within the utility portion of the portfolio, we focus on companies with attractive dividend yields and with a history of increasing their dividends.

Portfolio Breakdown    
8/31/13    
  % of Total  
  Investments*  
Corporate Bonds 64.0 %
Utilities Common Stocks 27.1 %
Natural Resources Common Stocks 1.2 %
Senior Floating Rate Interests 0.8 %
Materials Common Stocks 0.2 %
Convertible Preferred Stocks 0.1 %
Preferred Stocks 0.1 %
Transportation Common Stocks 0.1 %
Short-Term Investments &    
Other Net Assets 6.4 %

 

*Percentage of total investments of the Fund. Total investments of the Fund include long-term and short term investments and other net assets, excluding long-term debt issued by the Fund.

Manager’s Discussion

During the 12 months under review, the Fund’s primary asset classes, high yield corporate bonds and utility stocks, generated positive returns. The Fund’s fiscal year began with the run-up to the U.S. presidential election and accompanying investor uncertainty over future fiscal policy and tax rates. Immediately after the election, market focus turned to the impending “fiscal cliff.” International factors, such as the ongoing European recession and concerns over a slowing Chinese economy, also weighed on U.S. markets. Although high yield corporate bonds and utility stocks initially sold off following the election, any weakness proved to be short-lived. Utility stocks rebounded when a tax deal was reached that was less onerous toward dividend income than the market had feared. High yield corporate bonds were buoyed by continued positive, albeit modest, economic growth, and by a seemingly insatiable investor appetite for income-producing investments. The robust high yield new-issue market enabled numerous companies to refinance their debt and extend maturities at lower interest rates. High yield corporate bonds and utility stocks enjoyed a largely uninterrupted run of positive performance from mid-November 2012 until the beginning of May 2013, when concerns about the Fed’s exit strategy from the ongoing stimulus programs caused interest rates to rise rapidly. Both asset classes sold off in May and into June before the Fed calmed the markets by indicating that its tapering would be phased in, dependent on continuing good economic data, and therefore would not abruptly change policy. For the year under review, high yield corporate bonds, as measured by the CS High Yield Index, returned +7.50%.1 Refinancing activity

Annual Report | 3


 

Top 10 Holdings*    
Based on Total Investments**    
8/31/13 vs. 8/31/12    
Issuer 8/31/13  
Duke Energy Corp. 2.4 %
Dominion Resources Inc. 2.3 %
The Southern Co. 1.8 %
Sempra Energy 1.7 %
NextEra Energy Inc. 1.6 %
CenterPoint Energy Inc. 1.5 %
Pinnacle West Capital Corp. 1.5 %
Alliant Energy Corp. 1.4 %
Edison International 1.4 %
American Electric Power Co. Inc. 1.3 %
Issuer 8/31/12  
Duke Energy Corp. 2.6 %
Dominion Resources Inc. 2.3 %
The Southern Co. 2.1 %
Pinnacle West Capital Corp. 1.6 %
CenterPoint Energy Inc. 1.5 %
Entergy Corp. 1.5 %
NextEra Energy Inc. 1.5 %
Sempra Energy 1.4 %
Edison International 1.4 %
American Electric Power Co. Inc. 1.4 %

 

*Excludes money market funds.
**Percentage of total investments of the Fund. Total
investments of the Fund include long-term and short
term investments and other net assets, excluding
long-term debt issued by the Fund.

combined with ongoing economic growth helped keep the high yield default rate well below historical average levels, which supported increasing valuations in the form of lower yields and spreads over Treasuries in the high yield market. The index’s average yield fell from 6.8% at the beginning of the year to 5.3% in April before increasing to end the year at 6.4%.3 The spread over Treasuries fell from 6.1 to 5.0 percentage points for the 12-month period, reflecting strong investor demand and expectations for a continued below-average default rate.3 Utility stocks, as measured by the S&P 500 Utilities Index, returned +7.03% for the fiscal year, having given up double-digit gains achieved through April when interest rates began rising in May and June.1

High Yield Corporate Bonds

The Fund benefited from its overweighted position in the broadcasting industry and its underweighted position in the paper and forest products industry.4 Growth in paid advertising, as well as sector consolidation, buoyed the broadcasting industry. In addition, bonds of Clear Channel, one of the sector’s largest issuers, rallied as the company was able to refinance debt to extend maturities.5 Bonds of paper and forest products companies trailed the index, as the industry suffered from overcapacity owing to reduced demand related to the continuing move to a more digital world.

The Fund’s performance in the high yield asset class was impeded by an overweighting in utilities and an underweighting in the financials sector.6 Utilities companies suffered because low natural gas prices pressured electricity prices. Financials outperformed the index as the sector’s credit quality improved, with credit losses near cyclical lows leading to faster-than-expected debt reduction.

Utility Stocks

Although the utilities sector delivered positive performance during the period, it significantly underperformed the general equity market. Most of the sector’s underperformance took place during the second half of the period in conjunction with a rise in long-term interest rates. Utilities stocks remained highly correlated to interest rate movements, as the sector pays out a relatively high percentage of its earnings in the form of dividends. Regulated utilities continued to display positive fundamentals, with the possibility for growth related to necessary investment on aging, existing infrastructure networks and continued demands from environmental regulations. Relatively low commodity prices

3. Source: Credit Suisse.
4. Broadcasting holdings are in media in the SOI. Paper and forest products holdings are in materials in the SOI.
5. Clear Channel comprises Clear Channel Communications and Clear Channel Worldwide Holdings in the SOI.
6. Financials holdings are in banks and diversified financials in the SOI.

4 | Annual Report


 

also benefited regulated utilities, helping offset the pricing impact customers would ordinarily feel from increased levels of capital investment. Thus, investments made by most regulated utilities during the period translated into positive earnings growth. Extended low commodity prices, however, weighed on the earnings capability of utilities that sell their electric output at wholesale price levels. Overall, however, the Fund continued to focus on regulated, dividend-paying utilities.

Thank you for your continued participation in Franklin Universal Trust. We look forward to serving your future investment needs.

Sincerely,


CFA® is a trademark owned by CFA Institute.

The foregoing information reflects our analysis, opinions and portfolio holdings as of August 31, 2013, the end of
the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings
may change depending on factors such as market and economic conditions. These opinions may not be relied
upon as investment advice or an offer for a particular security. The information is not a complete analysis of
every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources consid-
ered reliable, but the investment manager makes no representation or warranty as to their completeness or
accuracy. Although historical performance is no guarantee of future results, these insights may help you under-
stand our investment management philosophy.


 

Performance Summary as of 8/31/13

Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Total returns do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gains distributions, if any, or any realized gains on the sale of Fund shares.

Price and Distribution Information              
 
Symbol: FT   Change     8/31/13     8/31/12  
Net Asset Value (NAV) +$ 0.14   $ 7.61   $ 7.47  
Market Price (NYSE) -$ 0.62   $ 6.76   $ 7.38  
Distributions (9/1/12–8/31/13)                  
Dividend Income $ 0.4560              
 
 
Performance                  
 
    1-Year     5-Year     10-Year  
Cumulative Total Return1                  
Based on change in NAV2 + 8.04 % + 55.14 % + 157.06 %
Based on change in market price3   -2.45 % + 61.52 % + 166.70 %
Average Annual Total Return1                  
Based on change in NAV2 + 8.04 % + 9.18 % + 9.90 %
Based on change in market price3   -2.45 % + 10.06 % + 10.31 %
Average Annual Total Return (9/3013)4                  
Based on change in NAV2 + 8.16 % + 12.26 % + 9.65 %
Based on change in market price3   -1.90 % + 14.07 % + 10.08 %
 
Performance data represent past performance, which does not guarantee future results. Investment return and principal value  
will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown.  

 

Endnotes

All investments involve risks, including possible loss of principal. Bond prices generally move in the opposite direction of interest rates. As
prices of bonds in a fund adjust to a rise in interest rates, the fund’s share price may decline. Investments in lower rated bonds include higher
risk of default and loss of principal. Stock prices fluctuate, sometimes rapidly and dramatically, due to factors affecting individual companies,
particular industries or sectors, or general market conditions. In addition to having sensitivity to other factors, securities issued by utility com-
panies have historically been sensitive to interest rate changes. When interest rates fall, utility securities prices, and thus a utilities fund’s share
price, tend to rise; when interest rates rise, their prices generally fall. The Fund is actively managed but there is no guarantee that the manager’s
investment decisions will produce the desired results.

1. Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated.
2. Assumes reinvestment of distributions based on net asset value.
3. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.
4. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter.

6 | Annual Report


 

Annual Shareholders’ Meeting

March 22, 2013

An annual shareholders’ meeting of Franklin Universal Trust (Fund) was held on March 22, 2013. At the meeting, the holders of 21,279,092 shares of the Fund’s common stock were represented in person or by proxy, constituting a quorum. The following persons were elected by the shareholders to serve as Trustees of the Fund.

The results of the voting at the meeting are as follows:            
 
  Shares % of   Shares % of  
Nominees For Voted   Withheld Voted  
Harris J. Ashton 20,732,642 97.43 % 546,450 2.57 %
Sam Ginn 20,743,188 97.48 % 535,904 2.52 %
Edith E. Holiday 20,783,136 97.67 % 495,956 2.33 %
Charles B. Johnson 20,702,600 97.29 % 576,492 2.71 %
Rupert H. Johnson, Jr. 20,747,058 97.50 % 532,035 2.50 %
J. Michael Luttig 20,719,817 97.37 % 559,275 2.63 %
Frank A. Olson 20,728,151 97.41 % 550,941 2.59 %
Larry D. Thompson 20,777,560 97.64 % 501,532 2.36 %
John B. Wilson 20,796,143 97.73 % 482,949 2.27 %

 

Annual Report | 7


 

Important Notice to Shareholders

Franklin Universal Trust Refinances Senior Fixed Rate Notes

On August 28, 2013, the Fund refinanced its 5.87% senior fixed rate notes due August 28, 2013, which had an outstanding principal balance of $42 million. The Fund issued new 2.87% senior fixed rate notes due August 28, 2018, in the principal amount of $60 million, in a private placement. The proceeds of the new notes were used to retire the 5.87% senior fixed rate notes and for general fund purposes. As a result of the refinancing, the Fund currently has $60 million in notes outstanding.

Share Repurchase Program

The Fund’s Board previously authorized an open-market share repurchase program, pursuant to which the Fund may purchase Fund shares, from time to time, up to 10% of the Fund’s common shares in open-market transactions, at the discretion of management. This authorization remains in effect.

8 | Annual Report


 

Dividend Reinvestment and Cash Purchase Plan

The Fund’s Dividend Reinvestment and Cash Purchase Plan (Plan) offers you a prompt and simple way to reinvest dividends and capital gain distributions in shares of the Fund. The Plan also allows you to purchase additional shares of the Fund by making voluntary cash payments. BNY Mellon Investment Servicing (US) Inc. (Plan Agent), P.O. Box 43006, Providence, RI 02940-3006, acts as your Plan Agent in administering the Plan. The complete Terms and Conditions of the Dividend Reinvestment and Cash Purchase Plan are contained in the Fund’s Dividend Reinvestment and Cash Purchase Plan Brochure. Participants may contact the Plan Agent at the address above to obtain a copy of the Brochure.

You are automatically enrolled in the Plan unless you elect to receive dividends or distributions in cash. If you own shares in your own name, you should notify the Plan Agent, in writing, if you wish to receive dividends or distributions in cash.

If the Fund declares a dividend or capital gain distribution payable either in cash or in stock of the Fund and the market price of shares on the valuation date equals or exceeds the net asset value, the Fund will issue new shares to you at the higher of net asset value or 95% of the then current market price. Whenever the Fund declares a distribution from capital gains or an income dividend payable in either cash or shares, if the net asset value per share of the Fund’s common stock exceeds the market price per share on the valuation date, the Plan Agent shall apply the amount of such dividend or distribution payable to participants to the purchase of shares (less their pro rata share of brokerage commissions incurred with respect to open market purchases in connection with the reinvestment of such dividend or distribution). If the price exceeds the net asset value before the Plan Agent has completed its purchases, the average purchase price may exceed the net asset value, resulting in fewer shares being acquired than if the Fund had issued new shares. All reinvestments are in full and fractional shares, carried to three decimal places. The Fund will not issue shares under the Plan at a price below net asset value.

The Plan permits you on a voluntary basis to submit in cash payments of not less than $100 each up to a total of $5,000 per month to purchase additional shares of the Fund. It is entirely up to you whether you wish to buy additional shares with voluntary cash payments, and you do not have to send in the same amount each time if you do. These payments should be made by check or money order payable to BNY Mellon Investment Servicing (US) Inc. and sent to Investment Services, P.O. Box 43006, Providence, RI 02940-3006, Attn: Franklin Universal Trust.

Annual Report | 9


 

Your cash payment will be aggregated with the payments of other participants and invested on your behalf by the Plan Agent in shares of the Fund that are purchased in the open market.

The Plan Agent will invest cash payments on approximately the 5th of each month in which no dividend or distribution is payable and, during each month in which a dividend or distribution is payable, will invest cash payments beginning on the dividend payment date. Under no circumstances will interest be paid on your funds held by the Plan Agent. Accordingly, you should send any voluntary cash payments you wish to make shortly before an investment date but in sufficient time to ensure that your payment will reach the Plan Agent not less than two business days before an investment date. Payments received less than two business days before an investment date will be invested during the next month or, if there are more than 30 days until the next investment date, will be returned to you. You may obtain a refund of any cash payment by written notice, if the Plan Agent receives the written notice not less than 48 hours before an investment date.

There is no direct charge to participants for reinvesting dividends and capital gain distributions, since the Plan Agent’s fees are paid by the Fund. However, when shares are purchased in the open market, each participant will pay a pro rata portion of any brokerage commissions incurred. The Plan Agent will deduct a $5.00 service fee from each of your voluntary cash payments.

The automatic reinvestment of dividends and capital gain distributions does not relieve you of any taxes which may be payable on dividends or distributions. In connection with the reinvestment of dividends and capital gain distributions, if the Fund issues new shares, shareholders receiving such shares generally will be treated as having a distribution equal to the market value of the shares received, and if shares are purchased on the open market, shareholders generally will be treated as having received a distribution equal to the cash distribution that would have been paid.

The Fund does not issue new shares in connection with voluntary cash payments. All investments are in full and fractional shares, carried to three decimal places. If the market price exceeds the net asset value at the time the Plan Agent purchases the additional shares, you will receive shares at a price greater than the net asset value.

You will receive a monthly account statement from the Plan Agent showing total dividends and capital gain distributions, date of investment, shares acquired and price per share, and total shares of record held by you and by the Plan Agent for you. You are entitled to vote all shares of record, including shares purchased for you by the Plan Agent, and, if you vote by proxy, your proxy will include all such shares.

10 | Annual Report


 

As long as you participate in the Plan, the Plan Agent will hold the shares it has acquired for you in safekeeping, in its name or in the name of its nominee. This convenience provides added protection against loss, theft or inadvertent destruction of certificates. However, you may request that a certificate representing your Plan shares be issued to you.

You may withdraw from the Plan without penalty at any time by notifying the Plan Agent, in writing, at the address above. If you withdraw, you will receive, without charge, stock certificates issued in your name for all full shares. The Plan Agent will convert any fractional shares you hold at the time of your withdrawal to cash at current market price and send you a check for the proceeds.

If you hold shares in your own name, please address all notices, correspondence, questions, or other communications regarding the Plan to the Plan Agent at the address noted above. If your shares are not held in your name, you should contact your brokerage firm, bank, or other nominee for more information and to determine if your nominee will participate in the Plan on your behalf.

The Fund or the Plan Agent may amend or terminate the Plan. You will receive written notice at least 90 days before the effective date of termination or of any amendment. In the case of termination, you will receive written notice at least 90 days before the record date of any dividend or capital gain distribution by the Fund.

Annual Report | 11


 

Franklin Universal Trust                              
 
Financial Highlights                              
 
          Year Ended August 31,        
    2013     2012     2011     2010     2009  
Per share operating performance                              
(for a share outstanding throughout the year)                              
Net asset value, beginning of year $ 7.47   $ 6.87   $ 6.57   $ 5.85   $ 6.96  
Income from investment operations:                              
Net investment incomea   0.43     0.45     0.45     0.47     0.35  
Net realized and unrealized gains (losses)   0.17     0.61     0.31     0.71     (1.00 )
Total from investment operations   0.60     1.06     0.76     1.18     (0.65 )
Less distributions from net investment income   (0.46 )   (0.46 )   (0.46 )   (0.46 )   (0.46 )
Net asset value, end of year $ 7.61   $ 7.47   $ 6.87   $ 6.57   $ 5.85  
Market value, end of yearb $ 6.76   $ 7.38   $ 6.33   $ 6.23   $ 5.08  
 
Total return (based on market value per share)   (2.45 )%   24.47 %   9.01 %   32.53 %   (7.85 )%
 
Ratios to average net assets                              
Expenses   2.34 %   2.46 %   2.51 %   2.63 %   4.89 %c,d
Net investment income   5.58 %   6.20 %   6.41 %   7.36 %   6.98 %
 
Supplemental data                              
Net assets, end of year (000’s) $ 191,223   $ 187,729   $ 172,758   $ 165,075   $ 147,066  
Portfolio turnover rate   21.95 %   19.40 %   41.60 %   38.23 %   24.78 %
Total debt outstanding at end of year (000’s) $ 60,000   $ 42,000   $ 42,000   $ 42,000   $ 42,000  
Asset coverage per $1,000 of debt $ 4,187   $ 5,470   $ 5,113   $ 4,930   $ 4,502  
Average amount of senior fixed rate Notes per share during the year $ 1.68   $ 1.67   $ 1.67   $ 1.67   $ 1.80  
 
 
aBased on average daily shares outstanding.                              
bBased on the last sale on the New York Stock Exchange.                              
cBenefit of expense reduction rounds to less than 0.01%.                              
dTotal expense ratio excluding Notes prepayment fees and issuance cost was 3.44%. See Note 3.                          

 

12 | The accompanying notes are an integral part of these financial statements. | Annual Report


 

Franklin Universal Trust

Statement of Investments, August 31, 2013

  Country Shares   Value
Common Stocks and Other Equity Interests 37.5%        
Energy 1.6%        
Spectra Energy Corp. United States 92,350 $ 3,057,709
Materials 0.2%        
a,b NewPage Corp., Litigation Trust United States 1,200,000  
a NewPage Holdings Inc. United States 4,800   420,000
        420,000
Transportation 0.1%        
a CEVA Holdings LLC United Kingdom 179   130,087
Utilities 35.6%        
Alliant Energy Corp. United States 72,900   3,616,569
American Electric Power Co. Inc. United States 75,000   3,210,000
CenterPoint Energy Inc. United States 169,800   3,893,514
Consolidated Edison Inc. United States 42,000   2,361,660
Dominion Resources Inc. United States 100,000   5,835,000
Duke Energy Corp. United States 92,520   6,069,312
Edison International United States 75,000   3,441,750
Entergy Corp. United States 50,000   3,161,500
Exelon Corp. United States 55,000   1,676,950
FirstEnergy Corp. United States 60,000   2,248,200
Great Plains Energy Inc. United States 70,000   1,534,400
NextEra Energy Inc. United States 50,000   4,018,000
NV Energy Inc. United States 80,000   1,876,000
PG&E Corp. United States 50,000   2,068,000
Pinnacle West Capital Corp. United States 70,000   3,798,900
PPL Corp. United States 80,000   2,456,000
Public Service Enterprise Group Inc. United States 45,000   1,458,900
Sempra Energy United States 50,000   4,221,000
The Southern Co. United States 108,500   4,515,770
UIL Holdings Corp. United States 40,000   1,510,400
Westar Energy Inc. United States 60,000   1,866,600
Wisconsin Energy Corp. United States 40,000   1,641,600
Xcel Energy Inc. United States 60,000   1,675,200
        68,155,225
Total Common Stocks and Other Equity Interests        
(Cost $44,094,883)       71,763,021
Convertible Preferred Stocks 0.2%        
Transportation 0.2%        
a CEVA Holdings LLC, cvt. pfd., A-1 United Kingdom 6   4,800
a CEVA Holdings LLC, cvt. pfd., A-2 United Kingdom 388   281,597
Total Convertible Preferred Stocks (Cost $587,093)       286,397
Preferred Stocks (Cost $290,000) 0.2%        
Diversified Financials 0.2%        
GMAC Capital Trust I, 8.125%, pfd. United States 11,600   307,516

 

Annual Report | 13


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

    Country Principal Amount*   Value
Corporate Bonds 84.1%          
Automobiles & Components 1.2%          
The Goodyear Tire & Rubber Co., senior note, 6.50%, 3/01/21   United States 1,100,000 $ 1,113,750
c International Automotive Components Group SL, senior secured note,          
144A, 9.125%, 6/01/18   United States 1,100,000   1,124,750
          2,238,500
Banks 1.5%          
CIT Group Inc., senior note,          
5.375%, 5/15/20   United States 500,000   505,000
5.00%, 8/15/22   United States 1,200,000   1,138,956
c 144A, 6.625%, 4/01/18   United States 300,000   325,500
Royal Bank of Scotland Group PLC, sub. note, 6.125%, 12/15/22   United Kingdom 900,000   871,875
          2,841,331
Capital Goods 3.0%          
c Abengoa Finance SAU, senior note, 144A, 8.875%, 11/01/17   Spain 1,500,000   1,429,687
Case New Holland Inc., senior note, 7.875%, 12/01/17   United States 800,000   924,000
Meritor Inc., senior note, 10.625%, 3/15/18   United States 1,200,000   1,308,000
Navistar International Corp., senior note, 8.25%, 11/01/21   United States 900,000   898,875
Terex Corp., senior note, 6.00%, 5/15/21   United States 500,000   506,250
c Zachry Holdings Inc., senior note, 144A, 7.50%, 2/01/20   United States 600,000   618,000
          5,684,812
Commercial & Professional Services 1.7%          
c ADS Waste Escrow Corp., senior note, 144A, 8.25%, 10/01/20   United States 1,500,000   1,590,000
c Algeco Scotsman Global Finance PLC, secured note, 144A, 8.50%,          
10/15/18   United Kingdom 1,100,000   1,155,000
c,d Igloo Holdings Corp., senior note, 144A, PIK, 8.25%, 12/15/17   United States 500,000   513,750
          3,258,750
Consumer Durables & Apparel 3.5%          
Jarden Corp., senior sub. note, 7.50%, 5/01/17   United States 1,300,000   1,452,750
KB Home, senior bond, 7.50%, 9/15/22   United States 1,100,000   1,152,250
M/I Homes Inc., senior note, 8.625%, 11/15/18   United States 900,000   965,250
c SIWF Merger Sub Inc./Springs Industries Inc., senior secured note, 144A,          
6.25%, 6/01/21   United States 200,000   198,000
Standard Pacific Corp., senior note, 6.25%, 12/15/21   United States 600,000   602,250
c Taylor Morrison Communities Inc./Monarch Communities Inc., senior note,          
144A,        
7.75%, 4/15/20   United States 492,000   539,970
5.25%, 4/15/21   United States 400,000   379,000
Visant Corp., senior note, 10.00%, 10/01/17   United States 1,500,000   1,406,250
          6,695,720
Consumer Services 3.4%          
Caesars Entertainment Operating Co. Inc., first lien, 9.00%, 2/15/20   United States 300,000   289,500
ClubCorp Club Operations Inc., senior note, 10.00%, 12/01/18   United States 1,000,000   1,110,000
c,e Fontainebleau Las Vegas, 144A, 11.00%, 6/15/15   United States 1,600,000   1,008
Harrah’s Operating Co. Inc., senior secured note, 11.25%, 6/01/17   United States 1,500,000   1,548,750
c Landry’s Inc., senior note, 144A, 9.375%, 5/01/20   United States 700,000   749,875

 

14 | Annual Report


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

  Country Principal Amount*   Value
Corporate Bonds (continued)        
Consumer Services (continued)        
MGM Resorts International, senior note,        
6.875%, 4/01/16 United States 1,200,000 $ 1,299,000
7.50%, 6/01/16 United States 800,000   884,000
Pinnacle Entertainment Inc., senior sub. note, 7.75%, 4/01/22 United States 200,000   208,500
c PNK Finance Corp., senior note, 144A, 6.375%, 8/01/21 United States 500,000   501,250
        6,591,883
Diversified Financials 3.7%        
Ally Financial Inc., senior note, 5.50%, 2/15/17 United States 600,000   634,356
E*TRADE Financial Corp., senior note, 6.375%, 11/15/19 United States 600,000   633,000
c General Motors Financial Co. Inc., senior note, 144A, 3.25%, 5/15/18 United States 400,000   385,000
GMAC Inc., sub. note, 8.00%, 12/31/18 United States 200,000   228,500
International Lease Finance Corp.,        
senior note, 8.25%, 12/15/20 United States 300,000   334,500
c senior secured note, 144A, 6.75%, 9/01/16 United States 1,200,000   1,317,000
f JPMorgan Chase & Co., junior sub. bond, 6.00% to 8/01/23, FRN        
thereafter, Perpetual United States 700,000   668,500
c Neuberger Berman Group LLC/Finance Corp., senior note, 144A, 5.875%,        
3/15/22 United States 500,000   515,000
c Nuveen Investments Inc., senior note, 144A, 9.50%, 10/15/20 United States 900,000   888,750
c Provident Fund Associates LP/Finance Corp., senior note, 144A, 6.75%,        
6/15/21 United States 400,000   406,000
SLM Corp., senior note, 8.45%, 6/15/18 United States 900,000   1,030,500
        7,041,106
Energy 23.2%        
Access Midstream Partner LP/ACMP Finance Corp., senior note, 6.125%,        
7/15/22 United States 400,000   413,000
Antero Resources Finance Corp., senior note, 7.25%, 8/01/19 United States 100,000   105,500
BreitBurn Energy Partners LP/Finance Corp.,        
senior bond, 7.875%, 4/15/22 United States 500,000   497,500
senior note, 8.625%, 10/15/20 United States 600,000   639,000
Calumet Specialty Products Partners LP/Finance Corp., senior note,        
9.375%, 5/01/19 United States 900,000   994,500
9.625%, 8/01/20 United States 100,000   110,375
Carrizo Oil & Gas Inc., senior note,        
8.625%, 10/15/18 United States 800,000   874,000
7.50%, 9/15/20 United States 300,000   318,000
CGG, senior note,        
7.75%, 5/15/17 France 600,000   618,000
6.50%, 6/01/21 France 600,000   610,500
Chaparral Energy Inc., senior note,        
9.875%, 10/01/20 United States 800,000   900,000
8.25%, 9/01/21 United States 200,000   209,500
7.625%, 11/15/22 United States 300,000   302,250
CHC Helicopter SA, senior secured note, first lien, 9.25%, 10/15/20 Canada 1,500,000   1,537,500
Chesapeake Energy Corp., senior note, 6.625%, 8/15/20 United States 1,700,000   1,831,750
Clayton Williams Energy Inc., senior note, 7.75%, 4/01/19 United States 1,000,000   1,025,000

 

Annual Report | 15


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

  Country Principal Amount*   Value
Corporate Bonds (continued)        
Energy (continued)        
CONSOL Energy Inc., senior note,        
8.00%, 4/01/17 United States 500,000 $ 530,000
8.25%, 4/01/20 United States 300,000   319,500
6.375%, 3/01/21 United States 300,000   304,500
c Drill Rigs Holdings Inc., secured note, 144A, 6.50%, 10/01/17 United States 1,000,000   1,025,000
Eagle Rock Energy Partners LP/Finance Corp., senior note, 8.375%,        
6/01/19 United States 1,100,000   1,111,000
El Paso Corp., senior bond, 6.50%, 9/15/20 United States 1,200,000   1,269,547
Energy Transfer Equity LP, senior note, 7.50%, 10/15/20 United States 1,500,000   1,642,500
Energy XXI Gulf Coast Inc., senior note, 9.25%, 12/15/17 United States 1,300,000   1,452,750
Enterprise Products Operating LLC, junior sub. note, 7.034% to 1/15/18,        
FRN thereafter, 1/15/68 United States 1,200,000   1,339,500
EPL Oil & Gas Inc., senior note, 8.25%, 2/15/18 United States 800,000   846,000
c Expro Finance Luxembourg, senior secured note, 144A, 8.50%,        
12/15/16 United Kingdom 1,307,000   1,378,885
Goodrich Petroleum Corp., senior note, 8.875%, 3/15/19 United States 1,000,000   1,035,000
Halcon Resources Corp., senior note,        
9.75%, 7/15/20 United States 1,000,000   1,037,500
8.875%, 5/15/21 United States 400,000   403,000
c 144A, 9.25%, 2/15/22 United States 200,000   200,500
c Kinder Morgan Finance Co. LLC, senior secured note, 144A, 6.00%,        
1/15/18 United States 1,200,000   1,305,720
Kodiak Oil & Gas Corp., senior note,        
8.125%, 12/01/19 United States 700,000   770,000
c 144A, 5.50%, 1/15/21 United States 200,000   199,000
c LBC Tank Terminal Holding Netherlands BV, senior bond, 144A, 6.875%,        
5/15/23 Belgium 400,000   410,000
Linn Energy LLC/Finance Corp., senior note,        
8.625%, 4/15/20 United States 1,000,000   1,010,000
7.75%, 2/01/21 United States 700,000   682,500
Martin Midstream Partners LP/Martin Midstream Finance Corp., senior note,        
8.875%, 4/01/18 United States 350,000   371,000
7.25%, 2/15/21 United States 600,000   600,000
c Midstates Petroleum Co. Inc./LLC, senior note, 144A, 9.25%, 6/01/21 United States 500,000   477,500
Oasis Petroleum Inc., senior note,        
7.25%, 2/01/19 United States 200,000   213,000
6.50%, 11/01/21 United States 400,000   422,000
6.875%, 1/15/23 United States 200,000   211,500
Offshore Group Investment Ltd.,        
senior bond, first lien, 7.125%, 4/01/23 United States 700,000   677,250
senior secured note, first lien, 7.50%, 11/01/19 United States 700,000   729,313
PBF Holding Co. LLC, first lien, 8.25%, 2/15/20 United States 1,100,000   1,130,250
Penn Virginia Corp., senior note, 8.50%, 5/01/20 United States 700,000   703,500
Penn Virginia Resource Partners LP/Finance Corp. II, senior note,        
8.375%, 6/01/20 United States 600,000   627,000
c 144A, 6.50%, 5/15/21 United States 300,000   283,500
Plains Exploration & Production Co., senior note, 6.875%, 2/15/23 United States 1,000,000   1,063,989

 

16 | Annual Report


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

  Country Principal Amount*   Value
Corporate Bonds (continued)        
Energy (continued)        
QEP Resources Inc., senior note,        
5.375%, 10/01/22 United States 700,000 $ 672,000
5.25%, 5/01/23 United States 300,000   282,750
QR Energy LP/QRE Finance, senior note, 9.25%, 8/01/20 United States 800,000   814,000
c,g Quicksilver Resources Inc., secured note, second lien, 144A, FRN, 7.00%,        
6/21/19 United States 1,200,000   1,152,000
c Sabine Pass Liquefaction LLC,        
secured note, 144A, 5.625%, 2/01/21 United States 1,000,000   960,000
senior secured note, 144A, 5.625%, 4/15/23 United States 500,000   466,250
c Samson Investment Co., senior note, 144A, 9.75%, 2/15/20 United States 1,400,000   1,470,000
c Sanchez Energy Corp., senior note, 144A, 7.75%, 6/15/21 United States 600,000   592,500
W&T Offshore Inc., senior note, 8.50%, 6/15/19 United States 1,100,000   1,171,500
        44,349,579
Food & Staples Retailing 0.4%        
Rite Aid Corp., senior secured note, 8.00%, 8/15/20 United States 700,000   779,625
Food, Beverage & Tobacco 2.2%        
c Barry Callebaut Services SA, senior note, 144A, 5.50%, 6/15/23 Belgium 200,000   202,084
Constellation Brands Inc., senior note, 4.25%, 5/01/23 United States 300,000   276,000
Del Monte Corp., senior note, 7.625%, 2/15/19 United States 1,600,000   1,672,000
JBS USA LLC/Finance Inc., senior note,        
11.625%, 5/01/14 United States 1,000,000   1,052,500
c 144A, 8.25%, 2/01/20 United States 300,000   319,875
c Post Holdings Inc., senior note, 144A, 7.375%, 2/15/22 United States 300,000   318,000
c Sun Merger Sub Inc., senior note, 144A, 5.875%, 8/01/21 United States 300,000   300,188
        4,140,647
Health Care Equipment & Services 4.2%        
Alere Inc.,        
senior note, 7.25%, 7/01/18 United States 900,000   976,500
c senior sub. note, 144A, 6.50%, 6/15/20 United States 100,000   100,250
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp., senior note,        
7.75%, 2/15/19 United States 1,000,000   1,075,000
CHS/Community Health Systems Inc.,        
senior note, 8.00%, 11/15/19 United States 900,000   949,500
senior note, 7.125%, 7/15/20 United States 200,000   202,250
senior secured note, 5.125%, 8/15/18 United States 600,000   615,000
DaVita HealthCare Partners Inc., senior note, 5.75%, 8/15/22 United States 500,000   497,500
ExamWorks Group Inc., senior note, 9.00%, 7/15/19 United States 600,000   649,500
HCA Inc.,        
senior note, 6.50%, 2/15/16 United States 1,400,000   1,522,500
senior note, 5.875%, 5/01/23 United States 800,000   782,000
senior secured note, 5.875%, 3/15/22 United States 600,000   621,000
        7,991,000
Materials 10.6%        
ArcelorMittal, senior note, 6.00%, 3/01/21 Luxembourg 400,000   394,764
c Ardagh Packaging Finance PLC, senior note, 144A, 9.125%, 10/15/20 Luxembourg 500,000   535,000

 

Annual Report | 17


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

      Country Principal Amount*   Value
    Corporate Bonds (continued)        
    Materials (continued)        
    c Ardagh Packaging Finance PLC/Ardagh MP Holdings USA Inc.,        
    secured note, 144A, 4.875%, 11/15/22 Luxembourg 200,000 $ 193,000
    senior note, 144A, 7.00%, 11/15/20 Luxembourg 200,000   196,125
    c Ashland Inc., senior note, 144A, 4.75%, 8/15/22 United States 500,000   468,750
    c Barminco Finance Pty. Ltd., senior note, 144A, 9.00%, 6/01/18 Australia 700,000   621,688
    c BlueScope Steel Ltd./BlueScope Steel Finance, senior note, 144A,        
    7.125%, 5/01/18 Australia 1,400,000   1,421,000
    c Cemex SAB de CV, senior secured note, 144A, 9.00%, 1/11/18 Mexico 1,500,000   1,604,062
    c Eldorado Gold Corp., senior note, 144A, 6.125%, 12/15/20 Canada 700,000   672,000
    Euramax International Inc., senior secured note, 9.50%, 4/01/16 United States 400,000   385,000
    Exopack Holding Corp., senior note, 10.00%, 6/01/18 United States 800,000   850,000
    c FMG Resources (August 2006) Pty. Ltd., senior note, 144A,        
    7.00%, 11/01/15 Australia 400,000   411,666
    6.875%, 2/01/18 Australia 1,000,000   1,028,750
    8.25%, 11/01/19 Australia 300,000   321,750
    c Ineos Finance PLC, senior secured note, 144A, 7.50%, 5/01/20 United Kingdom 800,000   860,000
    c Ineos Group Holdings SA, senior note, 144A, 6.125%, 8/15/18 Switzerland 300,000   291,000
    c,h Inmet Mining Corp., senior note, 144A,        
    8.75%, 6/01/20 Canada 1,000,000   1,050,000
    7.50%, 6/01/21 Canada 100,000   101,000
    c Murray Energy Corp., senior secured note, 144A, 8.625%, 6/15/21 United States 500,000   498,750
    Novelis Inc., senior note, 8.75%, 12/15/20 Canada 600,000   655,500
    Olin Corp., senior bond, 5.50%, 8/15/22 United States 1,400,000   1,403,500
    c Orion Engineered Carbons Bondco GmbH, senior secured note, first lien,        
    144A, 9.625%, 6/15/18 Germany 700,000   776,125
    c,d Orion Engineered Carbons Finance & Co. SCA, senior note, 144A, PIK,        
    9.25%, 8/01/19 Germany 200,000   205,000
    c Perstorp Holding AB, first lien, 144A, 8.75%, 5/15/17 Sweden 1,000,000   1,027,500
    c Rain CII Carbon LLC/Corp., second lien, 144A, 8.25%, 1/15/21 United States 300,000   301,500
    Reynolds Group Issuer Inc./LLC/SA,        
    first lien, 5.75%, 10/15/20 United States 500,000   498,125
    senior note, 8.50%, 5/15/18 United States 1,000,000   1,040,000
    senior note, 9.00%, 4/15/19 United States 200,000   207,500
    senior note, 9.875%, 8/15/19 United States 100,000   106,750
    senior note, 8.25%, 2/15/21 United States 700,000   694,750
    c Sealed Air Corp., senior note, 144A,        
    8.125%, 9/15/19 United States 400,000   446,000
    6.50%, 12/01/20 United States 200,000   213,000
    8.375%, 9/15/21 United States 300,000   340,875
    c U.S. Coatings Acquisition Inc./Flash Dutch 2 BV, senior note, 144A,        
    7.375%, 5/01/21 United States 500,000   516,250
            20,336,680
    Media 6.8%        
    Cablevision Systems Corp., senior note, 8.625%, 9/15/17 United States 700,000   799,750
    Clear Channel Communications Inc., senior note, 9.00%, 3/01/21 United States 1,900,000   1,814,500
    Clear Channel Worldwide Holdings Inc.,        
    senior note, 6.50%, 11/15/22 United States 500,000   501,250
    senior sub. note, 7.625%, 3/15/20 United States 700,000   705,250
 
18 | Annual Report        

 


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

  Country Principal Amount* Value
Corporate Bonds (continued)        
Media (continued)        
CSC Holdings LLC, senior note, 6.75%, 11/15/21 United States 700,000 $ 740,250
DISH DBS Corp., senior note,        
7.125%, 2/01/16 United States 1,500,000   1,642,500
6.75%, 6/01/21 United States 700,000   733,250
c Gannett Co. Inc., senior note, 144A, 5.125%, 7/15/20 United States 600,000   597,000
Media General Inc., senior secured note, 11.75%, 2/15/17 United States 400,000   442,000
d Radio One Inc., senior sub. note, PIK, 12.50%, 5/24/16 United States 1,117,676   1,137,235
c Univision Communications Inc.,        
senior secured bond, 144A, 6.75%, 9/15/22 United States 300,000   312,750
senior secured note, 144A, 6.875%, 5/15/19 United States 1,000,000   1,060,000
senior secured note, 144A, 7.875%, 11/01/20 United States 200,000   217,750
c UPCB Finance III Ltd., senior secured note, 144A, 6.625%, 7/01/20 Netherlands 1,000,000   1,050,000
c WMG Acquisition Corp., secured note, 144A, 6.00%, 1/15/21 United States 1,190,000   1,225,700
        12,979,185
Pharmaceuticals, Biotechnology & Life Sciences 2.5%        
c inVentiv Health Inc.,        
senior note, 144A, 10.00%, 8/15/18 United States 600,000   495,000
senior secured note, 144A, 9.00%, 1/15/18 United States 400,000   410,000
c,d Jaguar Holding Co. I, senior note, 144A, PIK, 9.375%, 10/15/17 United States 500,000   532,500
c Jaguar Holding Co. II/Merger Sub Inc., senior note, 144A, 9.50%,        
12/01/19 United States 400,000   454,000
c Par Pharmaceutical Cos. Inc., senior note, 144A, 7.375%, 10/15/20 United States 1,400,000   1,456,000
c VPI Escrow Corp., senior note, 144A, 6.375%, 10/15/20 United States 1,100,000   1,123,375
c VPII Escrow Corp., senior note, 144A, 7.50%, 7/15/21 United States 300,000   322,500
        4,793,375
Retailing 1.2%        
c Academy Ltd./Finance Corp., senior note, 144A, 9.25%, 8/01/19 United States 800,000   894,000
c American Builders & Contractors Supply Co. Inc., senior note, 144A,        
5.625%, 4/15/21 United States 900,000   875,250
c New Look Bondco I PLC, secured note, 144A, 8.375%, 5/14/18 United Kingdom 600,000   597,750
        2,367,000
Semiconductors & Semiconductor Equipment 0.9%        
Freescale Semiconductor Inc.,        
senior note, 8.05%, 2/01/20 United States 800,000   838,000
senior note, 10.75%, 8/01/20 United States 504,000   559,440
c senior secured note, 144A, 9.25%, 4/15/18 United States 300,000   325,500
        1,722,940
Software & Services 3.6%        
c BMC Software Finance Inc., senior note, 144A, 8.125%, 7/15/21 United States 400,000   407,000
c Ceridian Corp.,        
secured note, 144A, 8.875%, 7/15/19 United States 400,000   452,000
senior note, 144A, 11.00%, 3/15/21 United States 600,000   694,500
Equinix Inc., senior bond, 5.375%, 4/01/23 United States 1,100,000   1,053,250
First Data Corp.,        
senior bond, 12.625%, 1/15/21 United States 900,000   977,625
c senior note, 144A, 11.25%, 1/15/21 United States 200,000   206,000
c senior secured bond, 144A, 8.25%, 1/15/21 United States 800,000   822,000
      Annual Report | 19

 


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

  Country Principal Amount*   Value
Corporate Bonds (continued)        
Software & Services (continued)        
c Sitel LLC/Finance Corp., senior secured note, 144A, 11.00%, 8/01/17 United States 200,000 $ 213,000
Sterling International Inc., senior note, 11.00%, 10/01/19 United States 400,000   416,000
West Corp., senior note, 7.875%, 1/15/19 United States 1,500,000   1,616,250
        6,857,625
Technology Hardware & Equipment 0.6%        
CDW LLC/Finance Corp., senior note, 8.50%, 4/01/19 United States 400,000   441,500
c,d CommScope Holdings Inc., senior note, 144A, PIK, 6.625%, 6/01/20 United States 200,000   199,000
c CommScope Inc., senior note, 144A, 8.25%, 1/15/19 United States 500,000   547,500
        1,188,000
Telecommunication Services 6.8%        
Cricket Communications Inc., senior note, 7.75%, 10/15/20 United States 1,500,000   1,710,000
Crown Castle International Corp., senior bond,        
7.125%, 11/01/19 United States 100,000   108,000
5.25%, 1/15/23 United States 200,000   190,000
c Digicel Group Ltd., senior note, 144A, 8.25%, 9/30/20 Bermuda 900,000   955,687
c Digicel Ltd., senior note, 144A, 6.00%, 4/15/21 Bermuda 500,000   482,813
c eAccess Ltd., senior note, 144A, 8.25%, 4/01/18 Japan 700,000   768,687
Frontier Communications Corp., senior note,        
8.50%, 4/15/20 United States 800,000   878,000
9.25%, 7/01/21 United States 200,000   228,000
8.75%, 4/15/22 United States 700,000   761,250
Intelsat Jackson Holdings SA, senior note,        
7.25%, 10/15/20 Luxembourg 200,000   214,500
7.50%, 4/01/21 Luxembourg 1,500,000   1,627,500
c 144A, 6.625%, 12/15/22 Luxembourg 500,000   499,063
c Lynx II Corp., senior bond, 144A, 6.375%, 4/15/23 United Kingdom 300,000   299,250
c Sprint Nextel Corp., senior note, 144A,        
9.00%, 11/15/18 United States 2,000,000   2,340,000
7.00%, 3/01/20 United States 400,000   432,000
c Wind Acquisition Finance SA, senior secured note, 144A, 11.75%,        
7/15/17 Italy 1,500,000   1,575,000
        13,069,750
Transportation 1.2%        
c CEVA Group PLC, senior note, first lien, 144A, 4.00%, 5/01/18 United Kingdom 600,000   501,000
Hertz Corp., senior note,        
7.50%, 10/15/18 United States 600,000   651,000
6.75%, 4/15/19 United States 1,000,000   1,071,250
        2,223,250
Utilities 1.9%        
c Calpine Corp., senior secured note, 144A,        
7.875%, 7/31/20 United States 434,000   470,890
7.50%, 2/15/21 United States 902,000   960,630
7.875%, 1/15/23 United States 452,000   487,030
c InterGen NV, secured bond, 144A, 7.00%, 6/30/23 Netherlands 800,000   794,500

 

20 | Annual Report


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

    Country Principal Amount*   Value  
Corporate Bonds (continued)            
Utilities (continued)            
c Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric            
Holdings Finance Inc., senior secured note, 144A, 11.50%, 10/01/20   United States 1,400,000 $ 981,750  
          3,694,800  
Total Corporate Bonds (Cost $155,308,822)         160,845,558  
g,i Senior Floating Rate Interests 1.0%            
Capital Goods 0.2%            
Navistar Inc., Tranche B Term Loan, 5.75%, 8/17/17   United States 345,513   349,724  
Household & Personal Products 0.5%            
Sun Products Corp., Tranche B Term Loan, 5.50%, 3/23/20   United States 997,500   967,575  
Utilities 0.3%            
Texas Competitive Electric Holdings Co. LLC, 2017 Term Loan,            
4.685% - 4.766%, 10/10/17   United States 954,192   648,553  
Total Senior Floating Rate Interests (Cost $2,157,398)         1,965,852  
Total Investments before Short Term Investments            
(Cost $202,438,196)         235,168,344  
 
      Shares      
Short Term Investments 11.0%            
Money Market Funds (Cost $9,557,613) 5.0%            
a,j Institutional Fiduciary Trust Money Market Portfolio   United States 9,557,613   9,557,613  
 
      Principal Amount*      
Repurchase Agreements (Cost $11,483,798) 6.0%            
k Joint Repurchase Agreement, 0.035%, 9/03/13            
(Maturity Value $11,483,842)   United States 11,483,798   11,483,798  
BNP Paribas Securities Corp. (Maturity Value $1,852,459)            
Credit Suisse Securities (USA) LLC (Maturity Value $2,315,602)            
Deutsche Bank Securities Inc. (Maturity Value $3,147,835)            
HSBC Securities (USA) Inc. (Maturity Value $2,083,973)            
Merrill Lynch, Pierce, Fenner & Smith Inc. (Maturity Value $1,389,315)            
Morgan Stanley & Co. LLC (Maturity Value $694,658)            
Collateralized by U.S. Government Agency Securities, 0.00% - 5.50%,            
9/12/13 - 6/13/18; U.S. Government Agency Securities, Strip,            
6/01/17; lU.S. Treasury Bills , 9/12/13 - 6/26/14; U.S. Treasury          
Bonds, 7.25% - 10.625%, 8/15/15 - 5/15/18; U.S. Treasury Notes,            
0.125% - 5.125%, 8/31/13 - 3/31/18; and U.S. Treasury Notes,            
Index Linked, 0.50% - 2.625%, 1/15/14 - 7/15/17            
(valued at $11,713,748)            
Total Investments (Cost $223,479,607) 134.0%         256,209,755  
Notes Payable (31.4)%         (60,000,000 )
Other Assets, less Liabilities (2.6)%         (4,986,736 )
Net Assets 100.0%       $ 191,223,019  

 

See Abbreviations on page 35.

Annual Report | 21


 

Franklin Universal Trust

Statement of Investments, August 31, 2013 (continued)

*The principal amount is stated in U.S. dollars unless otherwise indicated.
aNon-income producing.
bSecurity has been deemed illiquid because it may not be able to be sold within seven days. At August 31, 2013, the value of this security was $-.
cSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in
a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Trustees. At August 31,
2013, the aggregate value of these securities was $64,937,958, representing 33.96% of net assets.
dIncome may be received in additional securities and/or cash.
eSee Note 9 regarding defaulted securities.
fPerpetual security with no stated maturity date.
gThe coupon rate shown represents the rate at period end.
hAt August 31, 2013, pursuant to the Fund’s policies and the requirements of applicable securities law, the Fund may be restricted from trading this security for a limited or
extended period of time due to ownership limits and/or potential possession of material non-public information.
iSee Note 1(c) regarding senior floating rate interests.
jSee Note 8 regarding investments in the Institutional Fiduciary Trust Money Market Portfolio.
kSee Note 1(b) regarding joint repurchase agreement.
lThe security is traded on a discount basis with no stated coupon rate.

22 | The accompanying notes are an integral part of these financial statements. | Annual Report


 

Franklin Universal Trust      
 
Financial Statements      
 
 
Statement of Assets and Liabilities      
August 31, 2013      
 
Assets:      
Investments in securities:      
Cost - Unaffiliated issuers $ 202,438,196  
Cost - Sweep Money Fund (Note 8)   9,557,613  
Cost - Repurchase agreements   11,483,798  
Total cost of investments $ 223,479,607  
Value - Unaffiliated issuers $ 235,168,344  
Value - Sweep Money Fund (Note 8)   9,557,613  
Value - Repurchase agreements   11,483,798  
Total value of investments   256,209,755  
Cash   19  
Receivables from dividends and interest   3,662,399  
Notes issuance costs (Note 3)   101,377  
Total assets   259,973,550  
Liabilities:      
Payables:      
Investment securities purchased   7,473,197  
Management fees   149,810  
Transfer agent fees   32,299  
Distributions to shareholders   955,012  
Accrued interest (Note 3)   14,350  
Senior fixed rate Notes (Note 3)   60,000,000  
Accrued expenses and other liabilities   125,863  
Total liabilities   68,750,531  
Net assets, at value $ 191,223,019  
Net assets consist of:      
Paid-in capital $ 172,984,952  
Undistributed net investment income   914,109  
Net unrealized appreciation (depreciation)   32,730,148  
Accumulated net realized gain (loss)   (15,406,190 )
Net assets, at value $ 191,223,019  
Shares outstanding   25,131,894  
Net asset value per share $ 7.61  

 

Annual Report | The accompanying notes are an integral part of these financial statements. | 23


 

Franklin Universal Trust    
 
Financial Statements (continued)    
 
 
Statement of Operations    
for the year ended August 31, 2013    
 
Investment income:    
Dividends $ 2,901,275
Interest   12,504,438
Total investment income   15,405,713
Expenses:    
Management fees (Note 4a)   1,772,072
Interest expense (Note 3)   2,479,750
Transfer agent fees   66,192
Custodian fees (Note 5)   2,614
Reports to shareholders   41,892
Professional fees   57,431
Trustees’ fees and expenses   15,399
Amortization of Notes issuance costs (Note 3)   61,713
Other   60,286
Total expenses   4,557,349
Net investment income   10,848,364
Realized and unrealized gains (losses):    
Net realized gain (loss) from investments   3,400,837
Net change in unrealized appreciation (depreciation) on investments   705,274
Net realized and unrealized gain (loss)   4,106,111
Net increase (decrease) in net assets resulting from operations $ 14,954,475

 

24 | The accompanying notes are an integral part of these financial statements. | Annual Report


 

Franklin Universal Trust            
 
Financial Statements (continued)            
 
 
Statements of Changes in Net Assets            
 
 
    Year Ended August 31,  
    2013     2012  
Increase (decrease) in net assets:            
Operations:            
Net investment income $ 10,848,364   $ 11,198,033  
Net realized gain (loss) from investments   3,400,837     343,505  
Net change in unrealized appreciation (depreciation) on investments   705,274     14,889,630  
Net increase (decrease) in net assets resulting from operations   14,954,475     26,431,168  
Distributions to shareholders from net investment income   (11,460,144 )   (11,460,144 )
Net increase (decrease) in net assets   3,494,331     14,971,024  
Net assets:            
Beginning of year   187,728,688     172,757,664  
End of year $ 191,223,019   $ 187,728,688  
Undistributed net investment income included in net assets:            
End of year $ 914,109   $ 1,482,086  

 

Annual Report | The accompanying notes are an integral part of these financial statements. | 25


 

Franklin Universal Trust      
 
Financial Statements (continued)      
 
 
Statement of Cash Flows      
for the year ended August 31, 2013      
 
Cash flow from operating activities:      
Dividends, interest and other income received $ 14,988,825  
Operating expenses paid   (1,991,629 )
Interest expense paid   (2,465,400 )
Purchases of long-term investments   (51,784,181 )
Sales and maturities of long-term investments   51,425,636  
Net purchases of short-term investments   (16,672,211 )
Cash provided – operating activities   (6,498,960 )
Cash flow used from financing activities:      
Notes maturity   (42,000,000 )
Notes issuance   60,000,000  
Payment of Notes issuance costs   (40,877 )
Distributions to shareholders   (11,460,144 )
Cash used – financing activities   6,498,979  
Net increase (decrease) in cash   19  
Cash at beginning of year    
Cash at end of year $ 19  
 
 
Reconciliation of Net Increase (Decrease) in Net Assets resulting from Operating Activities to Net Cash      
Provided by Operating Activities      
for the year ended August 31, 2013      
 
Net increase (decrease) in net assets resulting from operating activities $ 14,954,475  
Adjustments to reconcile net increase (decrease) in net assets resulting from operating activities to net cash provided      
by operating activities:      
Amortization of Notes issuance costs   61,713  
Net amortization income   (247,628 )
Other investment transactions   (61,963 )
Increase in dividends and interest receivable   (107,297 )
Increase in payables to affiliates, accrued expenses, and other liabilities   38,607  
Increase in cost of investments   (20,431,593 )
Increase in unrealized appreciation on investments   (705,274 )
Net cash provided by operating activities $ (6,498,960 )

 

26 | The accompanying notes are an integral part of these financial statements. | Annual Report


 

Franklin Universal Trust

Notes to Financial Statements

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin Universal Trust (Fund) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a closed-end investment company.

The following summarizes the Fund’s significant accounting policies.

a. Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Senior fixed rate notes are carried at cost. Under procedures approved by the Fund’s Board of Trustees (the Board), the Fund’s administrator, investment manager and other affiliates have formed the Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Fund’s valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset value.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Securities denominated in a foreign currency are converted into their U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the date that the values of the foreign debt securities are determined. Repurchase agreements are valued at cost, which approximates market value.

Annual Report | 27


 

Franklin Universal Trust

Notes to Financial Statements (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
a.      Financial Instrument Valuation (continued)

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the VLOC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VLOC primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The VLOC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before the daily close of business on the NYSE. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at the close of the NYSE. In order to minimize the potential for these differences, the VLOC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

In addition, certain foreign markets may be open on days that the NYSE is closed, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b. Joint Repurchase Agreement

The Fund enters into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based

28 | Annual Report


 

Franklin Universal Trust

Notes to Financial Statements (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
b.      Joint Repurchase Agreement (continued)

on their pro-rata interest. A repurchase agreement is accounted for as a loan by the Fund to the seller, collateralized by securities which are delivered to the Fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are subject to the terms of Master Repurchase Agreements (MRAs) with approved counterparties (sellers). The MRAs contain various provisions, including but not limited to events of default and maintenance of collateral for repurchase agreements. In the event of default by either the seller or the Fund, certain MRAs may permit the non-defaulting party to net and close-out all transactions, if any, traded under such agreements. The Fund may sell securities it holds as collateral and apply the proceeds towards the repurchase price and any other amounts owed by the seller to the Fund in the event of default by the seller. This could involve costs or delays in addition to a loss on the securities if their value falls below the repurchase price owed by the seller. The joint repurchase agreement held by the Fund at year end, as indicated in the Statement of Investments, had been entered into on August 30, 2013.

c. Senior Floating Rate Interests

The Fund invests in senior secured corporate loans that pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially less than the stated maturity.

Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to certain restrictions on resale.

d. Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

Annual Report | 29


 

Franklin Universal Trust

Notes to Financial Statements (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
d.      Income and Deferred Taxes (continued)

The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical merits of the tax position. As of August 31, 2013, and for all open tax years, the Fund has determined that no liability for unrecognized tax benefits is required in the Fund’s financial statements related to uncertain tax positions taken on a tax return (or expected to be taken on future tax returns). Open tax years are those that remain subject to examination and are based on each tax jurisdiction statute of limitation.

e. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Facility fees are recognized as income over the expected term of the loan. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Fund is notified of the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

f. Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

g. Guarantees and Indemnifications

Under the Fund’s organizational documents, its officers and trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.

30 | Annual Report


 

Franklin Universal Trust

Notes to Financial Statements (continued)

2. SHARES OF BENEFICIAL INTEREST

At August 31, 2013, there were an unlimited number of shares authorized ($0.01 par value). During the years ended August 31, 2013 and August 31, 2012, there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.

The Fund’s Board of Trustees previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. This authorization remains in effect. During the years ended August 31, 2013 and August 31, 2012, there were no shares repurchased.

3. SENIOR FIXED RATE NOTES

During the year ended August 31, 2013, the Fund had $42 million five-year senior fixed rate notes outstanding, bearing interest at 5.87% per year. Total interest expensed by the Fund, in association with the notes, was $2,465,400 and the Fund amortized $61,554 of notes issuance costs. The issuance costs of $427,946 incurred by the Fund were deferred and amortized on an interest method basis over the term of the notes. During the year ended August 31, 2009, the Fund made early partial prepayments of $23 million and incurred make whole premiums in the amount of $1,701,222. Prior to these prepayments, the balance of the notes was $65 million. In connection with these prepayments, the Fund expensed $145,034 of previously incurred notes issuance costs. On August 28, 2013, the notes matured and were paid in full.

On August 28, 2013, the Fund issued $60 million principal amount of a new class of five-year senior fixed rate notes (Notes). The Notes bear interest, payable semi-annually, at a rate of 2.87% per year, to maturity on August 28, 2018. The Notes are general unsecured obligations of the Fund and rank senior to trust shares and all existing or future unsecured indebtedness of the Fund. For the year ended August 31, 2013, total interest expensed by the Fund on the Notes was $14,350. The Fund is required to maintain on a monthly basis a specified discounted asset value for its portfolio in compliance with guidelines established in the Notes Agreement, and is required under the 1940 Act to maintain asset coverage for the Notes of at least 300%. The Fund has met these requirements during the year ended August 31, 2013. The issuance costs of $101,536 incurred by the Fund are deferred and amortized on an interest method basis over the term of the Notes. For the year ended August 31, 2013, the Fund amortized $159 of Notes issuance costs. Subject to certain restrictions and make whole premiums, the Fund may prepay the Notes at any time. At August 31, 2013, if the Notes were fully prepaid, the make whole premium related to the current balance of the Notes would have been approximately $2,191,000.

The Fund employs an income-based approach to determine the fair value of the Notes, which uses the Notes’ current credit rating, remaining time to maturity, stated coupon rates, the current yield of a comparable asset, and a liquidity premium. At August 31, 2013, the estimated fair value of the Notes was approximately $60,952,000.

Annual Report | 31


 

Franklin Universal Trust

Notes to Financial Statements (continued)

4. TRANSACTIONS WITH AFFILIATES

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

Subsidiary Affiliation
Franklin Advisers, Inc. (Advisers) Investment manager
Franklin Templeton Services, LLC (FT Services) Administrative manager

 

a. Management Fees

The Fund pays an investment management fee to Advisers of 0.75% per year of the average weekly managed assets. Managed assets are defined as the Fund’s gross asset value minus the sum of accrued liabilities, other than the principal amount of the Notes.

b. Administrative Fees

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

5. EXPENSE OFFSET ARRANGEMENT

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the year ended August 31, 2013, there were no credits earned.

6. INCOME TAXES

For tax purposes, capital losses may be carried over to offset future capital gains. Capital loss carry-forwards with no expiration, if any, must be fully utilized before those losses with expiration dates.

At August 31, 2013, capital loss carryforwards were as follows:

Capital loss carryforwards subject to expiration:    
2014 $ 4,643,995
2017   1,679,183
2018   9,083,012
Total capital loss carryforwards $ 15,406,190

 

During the year ended August 31, 2013, the Fund utilized $3,357,034 of capital loss carryforwards.

On August 31, 2013, the Fund had expired capital loss carryforwards of $631,895, which were reclassified to paid-in capital.

32 | Annual Report


 

Franklin Universal Trust

Notes to Financial Statements (continued)

6. INCOME TAXES (continued)

The tax character of distributions paid during the years ended August 31, 2013 and 2012, was as follows:

    2013   2012
Distributions paid from ordinary income $ 11,460,144 $ 11,460,144

 

At August 31, 2013, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

Cost of investments $ 223,498,809  
 
Unrealized appreciation $ 36,966,887  
Unrealized depreciation   (4,255,941 )
Net unrealized appreciation (depreciation) $ 32,710,946  
 
Distributable earnings – undistributed ordinary income $ 1,968,568  

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of defaulted securities, payments-in-kind, and bond discounts and premiums.

7. INVESTMENT TRANSACTIONS

Purchases and sales of investments (excluding short term securities) for the year ended August 31, 2013, aggregated $58,762,378 and $50,993,930, respectively.

8. INVESTMENTS IN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

The Fund invests in the Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

9. CREDIT RISK AND DEFAULTED SECURITIES

At August 31, 2013, the Fund had 61.83% of its portfolio invested in high yield securities, senior secured floating rate notes, or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

Annual Report | 33


 

Franklin Universal Trust

Notes to Financial Statements (continued)

9. CREDIT RISK AND DEFAULTED SECURITIES (continued)

The Fund held a defaulted security and/or other securities for which the income has been deemed uncollectible. At August 31, 2013, the value of this security represents less than 0.05% of the Fund’s portfolio. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The security has been identified on the accompanying Statement of Investments.

10. FAIR VALUE MEASUREMENTS

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

The inputs or methodology used for valuing financial instruments are not an indication of the risk associated with investing in those financial instruments.

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.

A summary of inputs used as of August 31, 2013, in valuing the Fund’s assets carried at fair value, is as follows:

    Level 1   Level 2   Level 3   Total
Assets:                
Investments in Securities:                
Equity Investments:a                
Materials $ $ 420,000 $ b $ 420,000
Transportation     416,484     416,484
Other Equity Investmentsc   71,520,450       71,520,450
Corporate Bonds     160,845,558     160,845,558
Senior Floating Rate Interests     1,965,852     1,965,852
Short Term Investments   9,557,613   11,483,798     21,041,411
Total Investments in Securities $ 81,078,063 $ 175,131,692 $ b $ 256,209,755

 

aIncludes common,preferred and convertible preferred stocks as well as other equity investments.
bIncludes security determined to have no value at August 31, 2013.
cFor detailed categories, see the accompanying Statement of Investments.

A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented
when there are significant Level 3 investments at the end of the period.

34 | Annual Report


 

Franklin Universal Trust

Notes to Financial Statements (continued)

11. NEW ACCOUNTING PRONOUNCEMENTS

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the intended scope of disclosures required by ASU No. 2011-11. These ASUs are effective for interim and annual reporting periods beginning on or after January 1, 2013. The Fund believes the adoption of these ASUs will not have a material impact on its financial statements.

In June 2013, FASB issued Accounting Standards Update (ASU) No. 2013-08, Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The ASU modifies the criteria used in defining an investment company under U.S. Generally Accepted Accounting Principles and also sets forth certain measurement and disclosure requirements. Under the ASU, an entity that is registered under the 1940 Act automatically qualifies as an investment company. The ASU is effective for interim and annual reporting periods beginning after December 15, 2013. The Fund is currently reviewing the requirements and believes the adoption of this ASU will not have a material impact on its financial statements.

12. SUBSEQUENT EVENTS

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

ABBREVIATIONS

Selected Portfolio

FRN - Floating Rate Note
PIK - Payment-In-Kind

Annual Report | 35


 

Franklin Universal Trust

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Franklin Universal Trust

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Franklin Universal Trust (the “Fund”) at August 31, 2013, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2013 by correspondence with the custodian, transfer agent and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California
October 18, 2013

36 | Annual Report


 

Franklin Universal Trust

Tax Information (unaudited)

Under Section 854(b)(1)(A) of the Internal Revenue Code (Code), the Fund hereby reports 24.93% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended August 31, 2013.

Under Section 854(b)(1)(B) of the Code, the Fund hereby reports the maximum amount allowable but no less than $2,857,485 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended August 31, 2013. Distributions, including qualified dividend income, paid during calendar year 2013 will be reported to shareholders on Form 1099-DIV by mid-February 2014. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.

Under Section 871(k)(1)(C) of the Code, the Fund hereby reports the maximum amount allowable but no less than $7,291,256 as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended August 31, 2013.

Annual Report | 37


 

Franklin Universal Trust

Board Members and Officers

The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during at least the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person’s successor is elected and qualified.

Independent Board Members      
 
      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
Harris J. Ashton (1932) Trustee Since 1988 141 Bar-S Foods (meat packing company)
One Franklin Parkway       (1981-2010).
San Mateo, CA 94403-1906        
Principal Occupation During at Least the 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).  
 
Sam Ginn (1937) Trustee Since 2007 114 ICO Global Communications
One Franklin Parkway       (Holdings) Limited (satellite company)
San Mateo, CA 94403-1906       (2006-2010), Chevron Corporation
        (global energy company) (1989-2009),
        Hewlett-Packard Company (technology
        company) (1996-2002), Safeway, Inc.
        (grocery retailer) (1991-1998) and
        TransAmerica Corporation (insurance
        company) (1989-1999).
Principal Occupation During at Least the Past 5 Years:    
Private investor; Chairman, First Responder Network Authority (FirstNet) (interoperable wireless broadband network) (August 2012); and
formerly, Chairman of the Board, Vodafone AirTouch, PLC (wireless company) (1999-2000); Chairman of the Board and Chief Executive
Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Group (telephone holding company)
(1988-1994).        
 
Edith E. Holiday (1952) Trustee Since 2004 141 Hess Corporation (exploration and
One Franklin Parkway       refining of oil and gas), H.J. Heinz
San Mateo, CA 94403-1906       Company (processed foods and
        allied products) (1994-2013), RTI
        International Metals, Inc. (manu-
        facture and distribution of titanium),
        Canadian National Railway (railroad)
        and White Mountains Insurance
        Group, Ltd. (holding company).
Principal Occupation During at Least the 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).

 

38 | Annual Report


 

      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
J. Michael Luttig (1954) Trustee Since 2009 141 Boeing Capital Corporation (aircraft
One Franklin Parkway       financing) (2006-2013).
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Executive Vice President, General Counsel and member of Executive Council, The Boeing Company (aerospace company); and formerly,
Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006).  
 
Frank A. Olson (1932) Trustee Since 2005 141 Hess Corporation (exploration and
One Franklin Parkway       refining of oil and gas) (1998-2013).
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer
(1977-1999)); and formerly, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines) (until 1987).
 
Larry D. Thompson (1945) Trustee Since 2007 141 Cbeyond, Inc. (business commu-
One Franklin Parkway       nications provider) (2010-2012),
San Mateo, CA 94403-1906       The Southern Company (energy
        company) (2010-2012) and
        The Washington Post Company
        (education and media organization).
Principal Occupation During at Least the Past 5 Years:    
Executive Vice President – Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc. (consumer products) (July 2012);
and formerly, John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2011-2012); Senior Vice
President – Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (2004-2011); Senior Fellow of The Brookings Institution
(2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice
(2001-2003).        
 
John B. Wilson (1959) Lead Trustee since 114 None
One Franklin Parkway Independent 2006 and since    
San Mateo, CA 94403-1906 Trustee 2008    
Principal Occupation During at Least the Past 5 Years:    
President, Staples Europe (office supplies) (October 2012); President and Founder, Hyannis Port Capital, Inc. (real estate and private equity
investing); serves on private and non-profit boards; and formerly, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail)
(1996-2000); Chief Financial Officer and Executive Vice President – Finance and Strategy, Staples, Inc. (1992-1996); Senior Vice President –
Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm)
(1986-1990).        

 

Annual Report | 39


 

Interested Board Members and Officers    
 
      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
**Gregory E. Johnson (1961) Trustee Since June 2013 151 None
One Franklin Parkway        
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Chairman of the Board, Member – Office of the Chairman, Director, President and Chief Executive Officer, Franklin Resources, Inc.; officer
and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment
companies in Franklin Templeton Investments; and Chairman, Investment Company Institute.  
 
**Rupert H. Johnson, Jr. (1940) Chairman of Chairman of the 141 None
One Franklin Parkway the Board, Board since June    
San Mateo, CA 94403-1906 Trustee and 2013, Trustee and    
  Senior Vice Senior Vice    
  President President since    
    1988    
Principal Occupation During at Least the Past 5 Years:    
Vice Chairman, Member – Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, 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 41 of the investment companies in Franklin Templeton Investments.  
 
Alison E. Baur (1964) Vice President Since 2012 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Deputy General Counsel, Franklin Templeton Investments; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46
of the investment companies in Franklin Templeton Investments.    
 
Laura F. Fergerson (1962) Chief Since 2009 Not Applicable Not Applicable
One Franklin Parkway Executive      
San Mateo, CA 94403-1906 Officer –      
  Finance and      
  Administration      
Principal Occupation During at Least the Past 5 Years:    
Senior Vice President, Franklin Templeton Services, LLC; and officer of 46 of the investment companies in Franklin Templeton Investments.
 
Gaston Gardey (1967) Treasurer, Since 2009 Not Applicable Not Applicable
One Franklin Parkway Chief Financial      
San Mateo, CA 94403-1906 Officer and      
  Chief      
  Accounting      
  Officer      
Principal Occupation During at Least the Past 5 Years:    
Director, Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments.

 

40 | Annual Report


 

      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
Aliya S. Gordon (1973) Vice President Since 2009 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton
Investments; and formerly, Litigation Associate, Steefel, Levitt & Weiss, LLP (2000-2004).  
 
Steven J. Gray (1955) Vice President Since 2009 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc.; and officer of 46 of
the investment companies in Franklin Templeton Investments.    
 
Selena L. Holmes (1965) Vice President Since 2012 Not Applicable Not Applicable
100 Fountain Parkway – AML      
St. Petersburg, FL 33716-1205 Compliance      
Principal Occupation During at Least the Past 5 Years:    
Director, Global Compliance Monitoring; and officer of 46 of the investment companies in Franklin Templeton Investments.
 
Edward B. Jamieson (1948) President and President since Not Applicable Not Applicable
One Franklin Parkway Chief 1993 and Chief    
San Mateo, CA 94403-1906 Executive Executive Officer –    
  Officer – Investment    
  Investment Management    
  Management since 2002    
Principal Occupation During at Least the Past 5 Years:    
President, Chief Investment Officer and Director, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC;
and officer and/or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 10 of the investment
companies in Franklin Templeton Investments.      
 
Kimberly H. Novotny (1972) Vice President Since March 2013 Not Applicable Not Applicable
300 S.E. 2nd Street        
Fort Lauderdale, FL 33301-1923        
Principal Occupation During at Least the Past 5 Years:    
Senior Corporate Counsel, Franklin Templeton Investments; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the
South; Vice President, Templeton Investment Counsel, LLC; Assistant Secretary, Franklin Resources, Inc.; and officer of 46 of the investment
companies in Franklin Templeton Investments.      
 
Robert C. Rosselot (1960) Chief Since March 2013 Not Applicable Not Applicable
300 S.E. 2nd Street Compliance      
Fort Lauderdale, FL 33301-1923 Officer      
Principal Occupation During at Least the Past 5 Years:    
Director, Global Compliance, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton Investments;
and formerly, Senior Associate General Counsel, Franklin Templeton Investments (2007-2013); and Secretary and Vice President, Templeton
Group of Funds (2004-2013).        

 

Annual Report | 41


 

      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
Karen L. Skidmore (1952) Vice President Since 2006 Not Applicable Not Applicable
One Franklin Parkway and Secretary      
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; and officer of 46 of the investment companies in Franklin
Templeton Investments.        
 
Craig S. Tyle (1960) Vice President Since 2005 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc.
and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Partner, Shearman & Sterling, LLP (2004-2005);
and General Counsel, Investment Company Institute (ICI) (1997-2004).    
 
Lori A. Weber (1964) Vice President Since 2011 Not Applicable Not Applicable
300 S.E. 2nd Street        
Fort Lauderdale, FL 33301-1923        
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and
Secretary, Templeton Investment Counsel, LLC; Vice President, Fiduciary Trust International of the South; and officer of 46 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 manager or affiliated investment managers.
**Gregory E. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director of Franklin Resources, Inc.
(Resources), which is the parent company of the Fund’s investment manager. Rupert H. Johnson, Jr. is considered to be an interested person of the Fund under the federal securities
laws due to his position as officer and director and major shareholder of Resources.
Note 1: Rupert H. Johnson, Jr. is the uncle of Gregory E. Johnson.
Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change.
Note 3: Effective June 13, 2013, Charles B. Johnson ceased to be a trustee of the Fund.

The Sarbanes-Oxley Act of 2002 and Rules adopted by the Securities and Exchange Commission require the Fund to disclose whether the Fund’s Audit Committee includes at
least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined that there is at least one such finan-
cial expert on the Audit Committee and has designated John B. Wilson as its audit committee financial expert. The Board believes that Mr. Wilson qualifies as such an expert in
view of his extensive business background and experience, including service as chief financial officer of Staples, Inc. from 1992 to 1996. Mr. Wilson has been a Member and
Chairman of the Fund’s Audit Committee since 2006. As a result of such background and experience, the Board believes that Mr. Wilson has acquired an understanding of gen-
erally accepted accounting principles and financial statements, the general application of such principles in connection with the accounting estimates, accruals and reserves,
and analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to those of the Fund, as well as an
understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Mr. Wilson is an independent Board member as
that term is defined under the relevant Securities and Exchange Commission Rules and Releases or the listing standards applicable to the Fund.

42 | Annual Report


 

Franklin Universal Trust

Shareholder Information

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Certifications

The Fund’s Chief Executive Officer – Finance and Administration is required by the New York Stock Exchange’s Listing Standards to file annually with the Exchange a certification that she is not aware of any violation by the Fund of the Exchange’s Corporate Governance Standards applicable to the Fund. The Fund has filed such certification.

In addition, the Fund’s Chief Executive Officer – Finance and Administration and Chief Financial Officer and Chief Accounting Officer are required by the rules of the U.S. Securities and Exchange Commission to provide certain certifications with respect to the Fund’s Form N-CSR and Form N-CSRS (which include the Fund’s annual and semiannual reports to shareholders) that are filed semiannually with the Commission. The Fund has filed such certifications with its Form N-CSRS for the six months ended February 28, 2013. Additionally, the Fund expects to file, on or about October 30, 2013, such certifications with its Form N-CSR for the year ended August 31, 2013.

Annual Report | 43


 

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Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

(c)      N/A
(d)      N/A
(f)      Pursuant to Item 12(a)(1), the Registrant is attaching as an

exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial expert is John B. Wilson and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $41,578 for the fiscal year ended August 31, 2013 and $42,148 for the fiscal year ended August 31, 2012.

(b) Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.

(c) Tax Fees

There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under


 

common control with the investment adviser that provides ongoing
services to the registrant for tax compliance, tax advice and tax
planning were $3,100 for the fiscal year ended August 31, 2013 and
$54,600 for the fiscal year ended August 31, 2012. The services for
which these fees were paid included technical tax consultation for
capital gain tax reporting to foreign governments, application of local
country tax laws to investments and licensing securities with local
country offices.

(d) All Other Fees
The aggregate fees paid to the principal accountant for products and
services rendered by the principal accountant to the registrant, other
than the services reported in paragraphs (a)-(c) of Item 4 were $0 for
the fiscal year ended August 31, 2013 and $65 for the fiscal year ended
August 31, 2012. The services for which these fees were paid included
review of materials provided to the fund Board in connection with the
investment management contract renewal process.

The aggregate fees paid to the principal accountant for products and
services rendered by the principal accountant to the registrant’s
investment adviser and any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing
services to the registrant, other than the services reported in
paragraphs (a)-(c) of Item 4 were $0 for the fiscal year ended August
31, 2013 and $152,385 for the fiscal year ended August 31, 2012. The
services for which these fees were paid included review of materials
provided to the fund Board in connection with the investment management
contract renewal process.

(e) (1) The registrant’s audit committee is directly responsible for
approving the services to be provided by the auditors, including:

(i) pre-approval of all audit and audit related services;

(ii) pre-approval of all non-audit related services to be
provided to the Fund by the auditors;

(iii) pre-approval of all non-audit related services to be
provided to the registrant by the auditors to the registrant’s
investment adviser or to any entity that controls, is controlled by or
is under common control with the registrant’s investment adviser and
that provides ongoing services to the registrant where the non-audit
services relate directly to the operations or financial reporting of
the registrant; and

(iv) establishment by the audit committee, if deemed necessary
or appropriate, as an alternative to committee pre-approval of services
to be provided by the auditors, as required by paragraphs (ii) and
(iii) above, of policies and procedures to permit such services to be
pre-approved by other means, such as through establishment of
guidelines or by action of a designated member or members of the
committee; provided the policies and procedures are detailed as to the
particular service and the committee is informed of each service and
such policies and procedures do not include delegation of audit
committee responsibilities, as contemplated under the Securities
Exchange Act of 1934, to management; subject, in the case of (ii)


 

through (iv), to any waivers, exceptions or exemptions that may be
available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in
paragraphs (b)-(d) of Item 4 were approved by the audit committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for
services rendered by the principal accountant to the registrant and the
registrant’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides
ongoing services to the registrant were $3,100 for the fiscal year
ended August 31, 2013 and $207,050 for the fiscal year ended August 31,
2012.

(h) The registrant’s audit committee of the board has considered
whether the provision of non-audit services that were rendered to the
registrant’s investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants. Members of the Audit
Committee are: J. Michael Luttig, Frank A. Olson and John B. Wilson.

Item 6. Schedule of Investments. N/A

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-
End Management Investment Companies.

The board of trustees of the Fund has delegated the authority to vote
proxies related to the portfolio securities held by the Fund to the
Fund's investment manager Franklin Advisers, Inc. in accordance with
the Proxy Voting Policies and Procedures (Policies) adopted by the
investment manager.

The investment manager has delegated its administrative duties with
respect to the voting of proxies to the Proxy Group within Franklin
Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned
subsidiary of Franklin Resources, Inc. All proxies received by the
Proxy Group will be voted based upon the investment manager’s
instructions and/or policies. The investment manager votes proxies
solely in the best interests of the Fund and its shareholders.

To assist it in analyzing proxies, the investment manager subscribes to
Institutional Shareholder Services, Inc. (ISS), an unaffiliated third-
party corporate governance research service that provides in-depth
analyses of shareholder meeting agendas, vote recommendations, vote


 

execution services, ballot reconciliation services, recordkeeping and vote disclosure services. In addition, the investment manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS’ and/or Glass Lewis’ analyses are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from ISS, Glass Lewis or any other third party to be determinative of the investment manager’s ultimate decision. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment manager’s clients. Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker-dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. In situations where a material conflict of interest is identified, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis or those of another independent third-party provider of proxy services; or send the proxy directly to the Fund's board or a committee of the board with the investment manager's recommendation regarding the vote for approval.

Where a material conflict of interest has been identified, but the items on which the investment manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third-party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Fund's board or a board committee for approval.

To avoid certain potential conflicts of interest, the investment manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections 12(d) (1) (E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2) when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the Fund’s governing documents or applicable law. Echo voting means that the investment manager will vote the shares in the same proportion as the vote of all of the other holders of the Fund’s shares.

The recommendation of management on any issue is a factor that the investment manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the investment manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own


 

merits, and the investment manager will not support the position of the
company's management in any situation where it deems that the
ratification of management’s position would adversely affect the
investment merits of owning that company’s shares.

Investment manager’s proxy voting policies and principles The
investment manager has adopted general proxy voting guidelines, which
are summarized below. These guidelines are not an exhaustive list of
all the issues that may arise and the investment manager cannot
anticipate all future situations. In all cases, each proxy will be
considered based on the relevant facts and circumstances.

Board of directors. The investment manager supports an independent
board of directors, and prefers that key committees such as audit,
nominating, and compensation committees be comprised of independent
directors. The investment manager will generally vote against
management efforts to classify a board and will generally support
proposals to declassify the board of directors. The investment manager
will consider withholding votes from directors who have attended less
than 75% of meetings without a valid reason. While generally in favor
of separating Chairman and CEO positions, the investment manager will
review this issue as well as proposals to restore or provide for
cumulative voting on a case-by-case basis, taking into consideration
factors such as the company’s corporate governance guidelines or
provisions and performance. The investment manager generally will
support non-binding shareholder proposals to require a majority vote
standard for the election of directors; however, if these proposals are
binding, the investment manager will give careful review on a case-by-
case basis of the potential ramifications of such implementation.

In the event of a contested election, the investment manager will
review a number of factors in making a decision including management’s
track record, the company’s financial performance, qualifications of
candidates on both slates, and the strategic plan of the dissidents.

Ratification of auditors of portfolio companies. The investment
manager will closely scrutinize the independence, role and performance
of auditors. On a case-by-case basis, the investment manager will
examine proposals relating to non-audit relationships and non-audit
fees. The investment manager will also consider, on a case-by-case
basis, proposals to rotate auditors, and will vote against the
ratification of auditors when there is clear and compelling evidence of
a lack of independence, accounting irregularities or negligence. The
investment manager may also consider whether the ratification of
auditors has been approved by an appropriate audit committee that meets
applicable composition and independence requirements.

Management and director compensation. A company’s equity-based
compensation plan should be in alignment with the shareholders’ long-
term interests. The investment manager believes that executive
compensation should be directly linked to the performance of the
company. The investment manager evaluates plans on a case-by-case basis
by considering several factors to determine whether the plan is fair
and reasonable, including the ISS quantitative model utilized to assess
such plans and/or the Glass Lewis evaluation of the plans. The
investment manager will generally oppose plans that have the potential


 

to be excessively dilutive, and will almost always oppose plans that
are structured to allow the repricing of underwater options, or plans
that have an automatic share replenishment “evergreen” feature. The
investment manager will generally support employee stock option plans
in which the purchase price is at least 85% of fair market value, and
when potential dilution is 10% or less.

Severance compensation arrangements will be reviewed on a case-by-case
basis, although the investment manager will generally oppose “golden
parachutes” that are considered to be excessive. The investment manager
will normally support proposals that require a percentage of directors’
compensation to be in the form of common stock, as it aligns their
interests with those of shareholders.

The investment manager will review non-binding say-on-pay proposals on
a case-by-case basis, and will generally vote in favor of such
proposals unless compensation is misaligned with performance and/or
shareholders’ interests, the company has not provided reasonably clear
disclosure regarding its compensation practices, or there are concerns
with the company’s remuneration practices.

Anti-takeover mechanisms and related issues. The investment manager
generally opposes anti-takeover measures since they tend to reduce
shareholder rights. However, as with all proxy issues, the investment
manager conducts an independent review of each anti-takeover proposal.
On occasion, the investment manager may vote with management when the
research analyst has concluded that the proposal is not onerous and
would not harm the Fund or its shareholders’ interests. The investment
manager generally supports proposals that require shareholder rights’
plans (“poison pills”) to be subject to a shareholder vote and will
closely evaluate such plans on a case-by-case basis to determine
whether or not they warrant support. In addition, the investment
manager will generally vote against any proposal to issue stock that
has unequal or subordinate voting rights. The investment manager
generally opposes any supermajority voting requirements as well as the
payment of “greenmail.” The investment manager generally supports “fair
price” provisions and confidential voting. The investment manager will
review a company’s proposal to reincorporate to a different state or
country on a case-by-case basis taking into consideration financial
benefits such as tax treatment as well as comparing corporate
governance provisions and general business laws that may result from
the change in domicile.

Changes to capital structure. The investment manager realizes that a
company's financing decisions have a significant impact on its
shareholders, particularly when they involve the issuance of additional
shares of common or preferred stock or the assumption of additional
debt. The investment manager will review, on a case-by-case basis,
proposals by companies to increase authorized shares and the purpose
for the increase. The investment manager will generally not vote in
favor of dual-class capital structures to increase the number of
authorized shares where that class of stock would have superior voting
rights. The investment manager will generally vote in favor of the
issuance of preferred stock in cases where the company specifies the
voting, dividend, conversion and other rights of such stock and the
terms of the preferred stock issuance are deemed reasonable. The


 

investment manager will review proposals seeking preemptive rights on a
case-by-case basis.

Mergers and corporate restructuring. Mergers and acquisitions will be
subject to careful review by the research analyst to determine whether
they would be beneficial to shareholders. The investment manager will
analyze various economic and strategic factors in making the final
decision on a merger or acquisition. Corporate restructuring proposals
are also subject to a thorough examination on a case-by-case basis.

Environment, social and governance issues. The investment manager
will generally give management discretion with regard to social,
environmental and ethical issues, although the investment manager may
vote in favor of those that are believed to have significant economic
benefits or implications for the Fund and its shareholders. The
investment manager generally supports the right of shareholders to call
special meetings and act by written consent. However, the investment
manager will review such shareholder proposals on a case-by-case basis
in an effort to ensure that such proposals do not disrupt the course of
business or waste company resources for the benefit of a small minority
of shareholders. The investment manager will consider supporting a
shareholder proposal seeking disclosure and greater board oversight of
lobbying and corporate political contributions if the investment
manager believes that there is evidence of inadequate oversight by the
company’s board, if the company’s current disclosure is significantly
deficient, or if the disclosure is notably lacking in comparison to the
company’s peers. The investment manager will consider on a case-by-case
basis any well-drafted and reasonable proposals for proxy access
considering such factors as the size of the company, ownership
thresholds and holding periods, responsiveness of management,
intentions of the shareholder proponent, company performance, and
shareholder base.

Global corporate governance. Many of the tenets discussed above are
applied to the investment manager's proxy voting decisions for
international investments. However, the investment manager must be
flexible in these worldwide markets. Principles of good corporate
governance may vary by country, given the constraints of a country’s
laws and acceptable practices in the markets. As a result, it is on
occasion difficult to apply a consistent set of governance practices to
all issuers. As experienced money managers, the investment manager's
analysts are skilled in understanding the complexities of the regions
in which they specialize and are trained to analyze proxy issues
germane to their regions.

The investment manager will generally attempt to process every proxy it
receives for all domestic and foreign securities. However, there may be
situations in which the investment manager may be unable to vote a
proxy, or may choose not to vote a proxy, such as where: (i) the proxy
ballot was not received from the custodian bank; (ii) a meeting notice
was received too late; (iii) there are fees imposed upon the exercise
of a vote and it is determined that such fees outweigh the benefit of
voting; (iv) there are legal encumbrances to voting, including blocking
restrictions in certain markets that preclude the ability to dispose of
a security if the investment manager votes a proxy or where the
investment manager is prohibited from voting by applicable law or other


 

regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the investment manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where the investment manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.

Shareholders may view the complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923, Attention: Proxy Group. Copies of the Fund’s proxy voting records are available online at franklintempleton.com and posted on the SEC website at www.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) As of October 28, 2013, the portfolio managers of the Fund are as follows:

CHRISTOPHER J. MOLUMPHY CFA, Director and Executive Vice President of Advisers

Mr. Molumphy has been a portfolio manager of the Fund since 1991. He has primary responsibility for the investments of the Fund. Mr. Molumphy has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time. He joined Franklin Templeton Investments in 1988.

GLENN I. VOYLES CFA, Vice President of Advisers

Mr. Voyles has been a manager of the Fund since 1999, providing research and advice on the purchases and sales of individual securities, and portfolio risk assessment for the global income component of the Fund. He joined Franklin Templeton Investments in 1993.

CFA and Chartered Financial Analyst are trademarks owned by CFA Institute.

(a)(2) This section reflects information about the portfolio managers as of the fiscal year ended August 31, 2013.


 

The following table shows the number of other accounts managed by each
portfolio manager and the total assets in the accounts managed within
each category:

    Assets of   Assets of    
  Number of Other   Other    
  Other Registered Number of Pooled   Assets of
  Registered Investment Other Investment   Other
  Investment Companies Pooled Vehicles Number Accounts
  Companies Managed Investment Managed of Other Managed
  Managed (x $1 Vehicles (x $1 Accounts (x $1
Name   million) Managed1 million)1 Managed1 million)1
Christopher            
J. Molumphy 8 24,584.5 5 3,075.4 0 N/A
Glenn I.            
Voyles 1 554.2 0 N/A 2 140.9
1. The various pooled investment vehicles and accounts listed are managed by a
team of investment professionals. Accordingly, the individual managers listed
would not be solely responsible for managing such listed amounts.    

 

Portfolio managers that provide investment services to the Fund may
also provide services to a variety of other investment products,
including other funds, institutional accounts and private accounts.
The advisory fees for some of such other products and accounts may be
different than that charged to the Fund and may include performance
based compensation (as noted, in the chart above, if any). This may
result in fees that are higher (or lower) than the advisory fees paid
by the Fund. As a matter of policy, each fund or account is managed
solely for the benefit of the beneficial owners thereof. As discussed
below, the separation of the trading execution function from the
portfolio management function and the application of objectively based
trade allocation procedures help to mitigate potential conflicts of
interest that may arise as a result of the portfolio managers managing
accounts with different advisory fees.

Conflicts. The management of multiple funds, including the Fund, and
accounts may also give rise to potential conflicts of interest if the
funds and other accounts have different objectives, benchmarks, time
horizons, and fees as the portfolio manager must allocate his or her
time and investment ideas across multiple funds and accounts. The
investment manager seeks to manage such competing interests for the
time and attention of portfolio managers by having portfolio managers
focus on a particular investment discipline. Most other accounts
managed by a portfolio manager are managed using the same investment
strategies that are used in connection with the management of the Fund.
Accordingly, portfolio holdings, position sizes, and industry and
sector exposures tend to be similar across similar portfolios, which
may minimize the potential for conflicts of interest. As noted above,
the separate management of the trade execution and valuation functions
from the portfolio management process also helps to reduce potential
conflicts of interest. However, securities selected for funds or
accounts other than the Fund may outperform the securities selected for
the Fund. Moreover, if a portfolio manager identifies a limited
investment opportunity that may be suitable for more than one fund or
other account, the Fund may not be able to take full advantage of that
opportunity due to an allocation of that opportunity across all
eligible funds and other accounts. The investment manager seeks to


 

manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager's compensation may give rise to potential conflicts of interest. A portfolio manager's base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager's marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

The manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

Compensation. The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

Base salary Each portfolio manager is paid a base salary.
Annual bonus Annual bonuses are structured to align the interests

 

of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin


 

Templeton guidelines. The following factors are generally used in
determining bonuses under the plan:

Investment performance. Primary consideration is given to the
historic investment performance of all accounts managed by the
portfolio manager over the 1, 3 and 5 preceding years measured
against risk benchmarks developed by the fixed income management
team. The pre-tax performance of each fund managed is measured
relative to a relevant peer group and/or applicable benchmark as
appropriate.

Non-investment performance. The more qualitative contributions of
the portfolio manager to the investment manager’s business and
the investment management team, including business knowledge,
productivity, customer service, creativity, and contribution to
team goals, are evaluated in determining the amount of any bonus
award.

Responsibilities. The characteristics and complexity of funds
managed by the portfolio manager are factored in the investment
manager’s appraisal.

Additional long-term equity-based compensation Portfolio managers
may also be awarded restricted shares or units of Resources stock or
restricted shares or units of one or more mutual funds. Awards of
such deferred equity-based compensation typically vest over time, so
as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs
available generally to all employees of the investment manager.

Ownership of Fund shares. The investment manager has a policy of
encouraging portfolio managers to invest in the funds they manage.
Exceptions arise when, for example, a fund is closed to new investors
or when tax considerations or jurisdictional constraints cause such an
investment to be inappropriate for the portfolio manager. The following
is the dollar range of Fund shares beneficially owned by the portfolio
manager (such amounts may change from time to time):

  Dollar Range of Fund
  Shares Beneficially
Portfolio Manager Owned
Christopher J. Molumphy None
Glenn I. Voyles None

 

Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers. N/A

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may
recommend nominees to the Registrant's Board of Trustees that would
require disclosure herein.


 

Item 11. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Registrant
maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Registrant’s
filings under the Securities Exchange Act of 1934 and the Investment
Company Act of 1940 is recorded, processed, summarized and reported
within the periods specified in the rules and forms of the Securities
and Exchange Commission. Such information is accumulated and
communicated to the Registrant’s management, including its principal
executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. The Registrant’s
management, including the principal executive officer and the principal
financial officer, recognizes that any set of controls and procedures,
no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on
Form N-CSR, the Registrant had carried out an evaluation, under the
supervision and with the participation of the Registrant’s management,
including the Registrant’s principal executive officer and the
Registrant’s principal financial officer, of the effectiveness of the
design and operation of the Registrant’s disclosure controls and
procedures. Based on such evaluation, the Registrant’s principal
executive officer and principal financial officer concluded that the
Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls. There have been no changes in the
Registrant’s internal controls or in other factors that could
materially affect the internal controls over financial reporting
subsequent to the date of their evaluation in connection with the
preparation of this Shareholder Report on Form N-CSR.

Item 12. Exhibits.

(a)(1) Code of Ethics

(a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance
and Administration, and Gaston Gardey, Chief Financial Officer and
Chief Accounting Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 of Laura F. Fergerson, Chief Executive Officer - Finance and
Administration, and Gaston Gardey, Chief Financial Officer and Chief
Accounting Officer


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN UNIVERSAL TRUST

 

By  /s/ LAURA F. FERGERSON
 Laura F. Fergerson
 Chief Executive Officer - Finance and
 Administration
Date: October 28, 2013

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By  /s/ LAURA F. FERGERSON
 Laura F. Fergerson
 Chief Executive Officer - Finance and
Administration
Date: October 28, 2013



By /s/GASTON GARDEY
 Gaston Gardey
 Chief Financial Officer and
 Chief Accounting Officer
Date: October 28, 2013