Schedule 14A Information
Proxy Statement Pursuant to Section 14(A) of the
Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
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[ ] Definitive Additional Materials
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Franklin Universal Trust
(Name of Registrant as Specified in its Charter)
Name of Person(s) Filing Proxy Statement, other than the Registrant)
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previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
(1) Amount Previously Paid:
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FRANKLIN UNIVERSAL TRUST
IMPORTANT SHAREHOLDER INFORMATION
We have enclosed important information about the Annual Shareholders’ Meeting (the “Meeting”) of Franklin Universal Trust (the “Fund”) scheduled for Thursday, March 9, 2023, at 1:00 p.m., Eastern time. These materials discuss the proposal to be voted on at the Meeting, and contain the Notice of Meeting, proxy statement and proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to the Fund. If you complete, sign and return the proxy card, we’ll vote it as you indicated. If you simply sign, date and return the proxy card, but do not specify a vote on the proposal listed thereon, your proxy will be voted FOR the election of the Class II nominees to the position of Trustee (the “Proposal”).
We urge you to spend a few minutes reviewing the Proposal in the proxy statement. Then, please fill out and sign the proxy card and return it to us in the enclosed postage-paid envelope so that we know how you would like to vote. When shareholders return their proxy cards promptly, the Fund may be able to save money by not having to conduct additional mailings. Returning your proxy card does not preclude you from attending the Meeting or later changing your vote prior to it being cast.
We welcome your comments. If you have any questions, please call Fund Information at (800) DIAL BEN/342-5236.
TELEPHONE AND INTERNET VOTING
For your convenience, you may be able to vote by telephone or through the Internet, 24 hours a day. If your account is eligible, separate instructions are enclosed.
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FRANKLIN UNIVERSAL TRUST
NOTICE
OF 2023 ANNUAL SHAREHOLDERS’ MEETING
The Annual Shareholders’ Meeting (the “Meeting”) of Franklin
Universal Trust (the “Fund”) will be held at the Fund’s offices, 300 S.E. 2nd Street,
Fort Lauderdale, Florida 33301, on Thursday, March 9, 2023, at 1:00
p.m., Eastern time.
During the Meeting, shareholders of the Fund will vote on the
following Proposal:
1. To
elect Class II of the Board of Trustees of the Fund.
In addition, shareholders will vote on any other matters as may
properly come before the Meeting. The Board of Trustees has fixed January 12, 2023,
as the record date for the determination of shareholders entitled to vote at
the Meeting.
By Order of the Board of Trustees,
Lori
Weber
Vice
President & Co-Secretary
Dated: February 9,
2023
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
SHAREHOLDERS’ MEETING TO BE HELD ON MARCH 9, 2023.
The
Fund’s Notice of 2023 Annual Shareholders’ Meeting, Proxy Statement, and form
of proxy are available on the Internet
at https://vote.proxyonline.com/franklin/docs/fut2023.pdf. The form of Proxy on the internet site cannot be used
to cast your vote.
Please
sign and promptly return your proxy card in the self-addressed envelope
regardless of the number of shares you own.
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FRANKLIN UNIVERSAL TRUST
PROXY
STATEMENT
♦ INFORMATION ABOUT VOTING
Who is asking for my
vote?
This proxy statement is for the
Annual Shareholders’ Meeting (the “Meeting”) of Franklin Universal Trust (the
“Fund”), which will be held at the Fund’s offices, 300 S.E. 2nd
Street, Fort Lauderdale, Florida 33301, on Thursday, March 9, 2023, at 1:00
p.m., Eastern time. The Fund’s Board of Trustees (the “Board” or the
“Trustees”) is unanimously asking you to vote FOR the election of your
Board’s three nominees to the position of Class II Trustee (the “Proposal”) by
promptly completing, signing, dating and returning the enclosed proxy card.
Who is eligible to
vote?
Shareholders of record at the close
of business on January 12, 2023, are entitled to be present and to vote at the
Meeting or any adjournment of the Meeting. Each share of record is entitled to
one vote (and a proportionate fractional vote for each fractional share) on
each matter presented at the Meeting. The Notice of Meeting, the proxy
statement, and the proxy card were first mailed to shareholders of record on or
about February 9, 2023.
On what issue am I
being asked to vote?
You
are being asked to vote on the following Proposal:
·
To elect Class II of the Board of Trustees of the Fund.
How do the Fund’s
Trustees recommend that I vote?
The Trustees unanimously recommend that
you vote FOR the election of all Class II Trustee nominees.
How do I ensure that my vote is accurately recorded?
You may attend the Meeting and vote
in person or you may complete and return the enclosed proxy card. If you are
eligible to vote by telephone or through the Internet, separate instructions
are enclosed.
Proxy cards that are properly
signed, dated and received at or prior to the Meeting will be voted as
specified. If you specify a vote for the Proposal, your proxy will be voted as
you indicate. If you simply sign, date and return the proxy card, but don’t
specify a vote on the Proposal, your shares will be voted FOR the
election of the Class II nominees for the Board.
May I revoke my proxy?
You may revoke your proxy at any
time before it is voted by forwarding a written revocation or a later-dated
proxy to the Fund, which must be received by the Fund at or prior to the
Meeting, or by attending the Meeting and voting in-person.
What if my shares are held in
a brokerage account?
If your shares are held by your
broker, then in order to vote in person at the Meeting, you will need to obtain
a “Legal Proxy” from your broker and present it to the Inspector of Election at
the Meeting. Also, in order to revoke your proxy, you may need to forward your
written revocation or a later-dated proxy card to your broker rather than to
the Fund.
♦ THE PROPOSAL:
ELECTION OF CLASS II TRUSTEES
How are nominees
selected?
The Board has a Nominating Committee
comprised of Harris J. Ashton, Terrence J. Checki, Mary C. Choksi, Edith E.
Holiday, J. Michael Luttig, Larry D. Thompson and Valerie M. Williams. None of
the members of the Nominating Committee is an “interested person” of the Fund,
as defined by the Investment Company Act of 1940, as amended (the “1940 Act”).
Trustees who are not interested persons of the Fund are referred to as the “Independent
Trustees,” and Trustees who are interested persons of the Fund are referred to
as the “Interested Trustees.”
The Nominating Committee is
responsible for selecting candidates to serve as Trustees for the Fund and
recommending such candidates: (a) for selection and nomination as Independent
Trustees by the incumbent Independent Trustees and the full Board; and (b) for
selection and nomination as Interested Trustees by the full Board. In
considering a candidate’s qualifications, the Nominating
Committee generally considers the potential candidate’s educational background,
business or professional experience, and reputation. In addition, the
Nominating Committee has established as minimum qualifications for Board
membership as an Independent Trustee: (1)
that such candidate be independent from relationships with the Fund’s
investment manager and other principal service providers both within the
terms and the spirit of the statutory independence
requirements specified under the 1940 Act and the rules thereunder; (2) that
such candidate demonstrate an ability and willingness to make the
considerable time commitment, including personal attendance at Board meetings,
believed necessary to his or her function as an effective Board member; and (3)
that such candidate have no continuing relationship as a director, officer or
board member of any U.S. registered investment company other than those within
the Franklin Templeton fund complex or a closed-end business development
company primarily investing in non-public entities. The Nominating Committee
has not adopted any specific policy on the issue of diversity but will take this
into account, among other factors, in its consideration of new candidates for
the Board.
When the Board has or expects to
have a vacancy, the Nominating Committee receives and reviews information on
individuals qualified to be recommended to the full Board as nominees for
election as Trustees, including any recommendations by “Qualifying Fund
Shareholders” (as defined below). Such individuals are evaluated based upon
the criteria described above. To date, the Nominating Committee has been able
to identify, and expects to continue to be able to identify, from its own
resources an ample number of qualified candidates. The Nominating Committee,
however, will review recommendations from Qualifying Fund Shareholders to fill
vacancies on the Board if these recommendations are submitted in writing and
addressed to the Nominating Committee at the Fund’s offices and are presented
with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as a Trustee, including
as an Independent Trustee, of the Fund. A Qualifying Fund Shareholder is a
shareholder who (i) has continuously owned of record, or beneficially through a
financial intermediary, shares of the Fund having a net asset value of not less
than two hundred and fifty thousand dollars ($250,000) during the twenty-four
(24) month period prior to submitting the recommendation; and (ii) provides a
written notice to the Nominating Committee containing the following
information: (a) the name and address of the Qualifying Fund Shareholder making
the recommendation; (b) the number of shares of the Fund which are owned of
record and beneficially by such Qualifying Fund Shareholder and the length of
time that such shares have been so owned by the Qualifying Fund Shareholder;
(c) a description of all arrangements and understandings between such
Qualifying Fund Shareholder and any other person or persons (naming such person
or persons) pursuant to which the recommendation is being made; (d) the name,
age, date of birth, business address and residence address of the person or
persons being recommended; (e) such other information regarding each person
recommended by such Qualifying Fund Shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the U.S.
Securities and Exchange Commission (“SEC”) had the nominee been nominated by
the Board; (f) whether the Qualifying Fund Shareholder making the
recommendation believes the person recommended would or would not be an
“interested person” of the Fund, as defined in the 1940 Act; and (g) the
written consent of each person recommended to serve as a Trustee of the Fund if
so nominated and elected/appointed.
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FUT 2023 Proxy Statement
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The Nominating Committee may amend
these procedures from time to time, including the procedures relating to the
evaluation of nominees and the process for submitting recommendations to the
Nominating Committee.
The Board has adopted and approved a
formal written charter for the Nominating Committee. A copy of the charter is
included as “Appendix A.”
What is the background of the Fund’s Class
II Nominees?
The Fund’s Class II nominees are
Harris J. Ashton, Edith E. Holiday and Rupert H. Johnson, Jr. As described more
fully below, these nominees have
significant experience managing investment vehicles. The Fund’s Class II nominees
all are also on the Boards of other open-end and closed-end Franklin Templeton
funds.
Each nominee is currently available
and has consented to serve as Trustee of the Fund if elected. If any of the
nominees should become unavailable, the designated proxy holders will vote in
their discretion for another person or persons who may be nominated as
Trustees.
In addition to personal qualities,
such as integrity, in considering candidates for the Board, the Nominating
Committee seeks to find persons of good reputation whose experience and
background evidences that such person has the ability to comprehend, discuss
and critically analyze materials and issues presented in exercising judgments
and reaching informed conclusions relevant to the fulfillment of a Trustee’s
duties and fiduciary obligations. Information on the business activities of the
nominees and other Trustees during the past five years and beyond appears below
and it is believed that the specific background of each Trustee evidences such
ability and it is appropriate for him or her to serve on the Board. As
indicated in the table below, Harris J. Ashton has
served as a chief executive officer of a NYSE-listed public corporation; Edith
E. Holiday has legal backgrounds, including high level legal positions with
departments of the U.S. government; and Rupert H. Johnson, Jr. is a high
ranking executive officer of Franklin Templeton.
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FUT 2023 Proxy Statement
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What is other background information about
the Board?
Interested Trustees of the Fund hold
director and/or officer positions with Franklin Resources, Inc. (“Resources”)
and its affiliates. Resources is a publicly-owned holding company, a principal
shareholder of which is Rupert H. Johnson, Jr., who owned approximately 104,199,844
(approximately 21%) of its outstanding shares as of December 31, 2022. The
shares deemed to be beneficially owned by Rupert H. Johnson, Jr. include
certain shares held by a private charitable foundation or by his spouse, of
which he disclaims beneficial ownership. Resources, a global investment
management organization operating as Franklin Templeton, is primarily engaged,
through its various subsidiaries, in providing investment management, share
distribution, transfer agent and administrative services to a family of
investment companies. Resources is a New York Stock Exchange, Inc. (“NYSE”)
listed holding company (NYSE: BEN). Rupert H. Johnson, Jr., a Trustee of the
Fund, is the uncle of Gregory E. Johnson, Chairman, Senior Vice President and Trustee
of the Fund. There are no other family relationships among the Trustees or
nominees for Trustees.
Listed below, for each nominee and
Board member, is his or her name, year of birth and address, as well as
position and length of service with the Fund, a brief description of recent
professional experience, the number of portfolios in the Franklin Templeton
fund complex that he or she oversees, and other directorships held.
Name, Year of
Birth and Address
|
Position
|
Length of Time
Served
|
Number of
Portfolios in Fund Complex Overseen by Board Member*
|
Other
Directorships Held During at Least the Past 5 Years
|
Class II Nominees for Independent Trustee
to serve until the 2026 Annual Shareholders’ Meeting
Harris J. Ashton (1932)
One Franklin Parkway
San Mateo, CA
94403-1906
|
Trustee
|
Since 1988
|
119
|
Bar-S Foods (meat packing company) (1981-2010).
|
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).
|
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FUT 2023 Proxy Statement
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Name,
Year of Birth and Address
|
Position
|
Length of Time
Served
|
Number of
Portfolios in Fund Complex Overseen by Board Member*
|
Other
Directorships Held During at Least the Past 5 Years
|
Edith E. Holiday (1952)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Lead Independent Trustee
|
Trustee since 2004
and Lead Independent Trustee since 2019
|
120
|
Hess Corporation (exploration of oil and gas)
(1993-present), Santander Consumer USA Holdings, Inc. (consumer finance)
(2016-present); Santander Holdings USA (holding company) (2019-present); and formerly,
Canadian National Railway (railroad) (2001-2021), White Mountains Insurance
Group, Ltd. (holding company) (2004-2021), RTI International Metals, Inc.
(manufacture and distribution of titanium) (1999-2015) and H.J. Heinz Company
(processed foods and allied products) (1994-2013).
|
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).
|
Class II Nominee for Interested
Trustee to serve until 2026 Annual Shareholders’ Meeting
**Rupert H. Johnson, Jr. (1940)
One Franklin Parkway
San Mateo, CA
94403-1906
|
Trustee
|
Since 1988
|
120
|
None
|
Principal Occupation During at Least the Past 5 Years:
Director (Vice Chairman), Franklin Resources, Inc.;
Director, Franklin Advisers, Inc.; and officer and/or director or trustee, as
the case may be, of some of the other subsidiaries of Franklin Resources,
Inc. and of certain funds in the Franklin Templeton/Legg Mason fund complex.
|
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FUT 2023 Proxy Statement
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Name, Year of
Birth and Address
|
Position
|
Length of Time
Served
|
Number of
Portfolios in Fund Complex Overseen by Board Member*
|
Other
Directorships Held During at Least the Past 5 Years
|
Class III Independent Trustees
serving until 2024 Annual Shareholders’ Meeting
Terrence J. Checki (1945)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Trustee
|
Since 2018
|
119
|
Hess Corporation (exploration of oil and gas)
(2014-present).
|
Principal Occupation During at Least the Past 5 Years:
Member of the Council on Foreign Relations (1996-present);
Member of the National Committee on U.S.-China Relations (1999-present);
member of the board of trustees of the Economic Club of New York
(2013-present); member of the board of trustees of the Foreign Policy
Association (2005-present); member of the board of directors of Council of
the Americas (2007-present) and the Tallberg Foundation (2018–present); and
formerly, Executive Vice President of the Federal Reserve Bank of New
York and Head of its Emerging Markets and Internal Affairs Group and Member
of Management Committee (1995-2014); and Visiting Fellow at the Council on
Foreign Relations (2014).
|
Mary C. Choksi (1950)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Trustee
|
Since 2014
|
120
|
Omnicom Group Inc. (advertising and marketing
communications services) (2011-present) and White Mountains Insurance Group,
Ltd. (holding company) (2017-present); and formerly, Avis Budget Group Inc.
(car rental) (2007-2020).
|
Principal Occupation During at Least the Past 5 Years:
Director of various companies; and formerly, Founder
and Senior Advisor, Strategic Investment Group (investment management group)
(2015-2017); Founding Partner and Senior Managing Director, Strategic
Investment Group (1987–2015); Founding Partner and Managing Director,
Emerging Markets Management LLC (investment management firm) (1987-2011); and
Loan Officer/Senior Loan Officer/Senior Pension Investment Officer, World
Bank Group (international financial institution) (1977-1987).
|
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FUT 2023 Proxy Statement
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Name, Year of
Birth and Address
|
Position
|
Length of Time
Served
|
Number of
Portfolios in Fund Complex Overseen by Board Member*
|
Other
Directorships Held During at Least the Past 5 Years
|
Larry D. Thompson
(1945)
300 S.E. 2nd Street
Fort Lauderdale, FL
33301-1923
|
Trustee
|
Since 2007
|
120
|
Graham Holdings Company
(education and media organization) (2011-2021); The Southern Company (energy
company) (2014-2020; previously 2010-2012) and Cbeyond, Inc. (business
communications provider) (2010-2012).
|
Principal Occupation
During at Least the Past 5 Years:
Director of various
companies; Counsel, Finch McCranie, LLP (law firm) (2015-present); John A.
Sibley Professor of Corporate and Business Law, University of Georgia School
of Law (2015-present; previously 2011-2012); and formerly, Independent
Compliance Monitor and Auditor, Volkswagen AG (manufacturer of automobiles
and commercial vehicles) (2017 –2020); Executive Vice President - Government
Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc. (consumer
products) (2012-2014); 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).
|
Class I Independent Trustees serving
until 2025 Annual Shareholders’ Meeting
J. Michael Luttig (1954)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Trustee
|
Since 2009
|
120
|
Boeing Capital Corporation (aircraft financing) (2006-2010).
|
Principal Occupation During at Least the Past 5 Years:
Counselor and Special Advisor to the CEO and Board of
Directors of the Coca-Cola Company (beverage company) (2021-present); and formerly,
Counselor and Senior Advisor to the Chairman, CEO, and Board of Directors, of
The Boeing Company (aerospace company), and member of the Executive Council (2019-2020);
Executive Vice President, General Counsel and member of the Executive
Council, The Boeing Company (2006-2019); and Federal Appeals Court Judge,
United States Court of Appeals for the Fourth Circuit (1991-2006).
|
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FUT 2023 Proxy Statement
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Name, Year of
Birth and Address
|
Position
|
Length of Time
Served
|
Number of
Portfolios in Fund Complex Overseen by Board Member*
|
Other
Directorships Held During at Least the Past 5 Years
|
Valerie M. Williams (1956)
One Franklin Parkway
San Mateo, CA
94403-1906
|
Trustee
|
Since 2021
|
111
|
Omnicom Group, Inc. (advertising and marketing
communications services) (2016-present), DTE Energy Co. (gas and electric
utility) (2018-present), Devon Energy Corporation (exploration and production
of oil and gas) (2021-present); and formerly, WPX Energy, Inc.
(exploration and production of oil and gas) (2018-2021).
|
Principal Occupation During at Least the Past 5 Years:
Director of various companies; and formerly,
Regional Assurance Managing Partner, Ernst & Young LLP (public
accounting) (2005-2016), various roles of increasing responsibility at Ernst
& Young (1981-2005).
|
Class I Interested
Trustee serving until 2025 Annual Shareholders’ Meeting
**Gregory E. Johnson (1961)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Chairman of the Board, Senior Vice President and Trustee
|
Chairman of the Board and Senior Vice President since
January 2023 and Trustee since 2013
|
131
|
None
|
Principal Occupation During at Least the Past 5 Years:
Executive Chairman, Chairman of the Board and Director, 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 certain
funds in the Franklin Templeton/Legg Mason fund complex;; and formerly,
Vice Chairman, Investment Company Institute Chief Executive Officer (2013-2020)
and President (1994-2015) Franklin Resources, Inc.
|
We base the number of portfolios on each separate series of
the U.S. registered investment companies within the Franklin Templeton/Legg
Mason 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.
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FUT 2023 Proxy Statement
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**Rupert H. Johnson, Jr. is considered to be an interested
person of the Fund under the federal securities laws due to his position as an
officer and director and major shareholder of Resources, which is the parent
company of the Fund's investment manager.
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 proxy statement. It is possible that after this date, information about
officers may change.
The following tables provide the
estimated dollar range of equity securities of the Fund and of all funds
beneficially owned by the Trustees in the Franklin Templeton fund complex
estimated as of December 31, 2022.
Independent Trustees:
Name of Board Member
|
Dollar Range of Equity
Securities in
the Fund
|
Aggregate Dollar Range of Equity Securities in All Funds Overseen by the
Board Member in the Franklin Templeton Fund Complex
|
Harris J. Ashton
|
$1 - $10,000
|
Over $100,000
|
Terrence J. Checki
|
None
|
Over $100,000
|
Mary C. Choksi
|
None
|
Over $100,000
|
Edith E. Holiday
|
None
|
Over $100,000
|
J. Michael Luttig
|
$1 - $10,000
|
Over $100,000
|
Larry D. Thompson
|
$10,001 - $50,000
|
Over $100,000
|
Valerie M. Williams
|
None
|
$10,001 - $50,000
|
Interested
Trustees:
Name of Board Member
|
Dollar Range of Equity Securities in the Fund
|
Aggregate Dollar Range of Equity Securities in All Funds Overseen by the
Board Member in the Franklin Templeton Fund Complex
|
Gregory E. Johnson
|
None
|
Over $100,000
|
Rupert H. Johnson, Jr.
|
$1 - $10,000
|
Over $100,000
|
Board members historically have
followed a policy of having substantial investments in one or more of the
Franklin Templeton funds, as is consistent with their individual financial goals. In February 1998, this policy was
formalized through the adoption of a requirement that each board member
invest one-third of fees received for serving as a director or trustee of a Templeton fund (excluding committee fees) in
shares of one or more Templeton funds and one-third of fees received
for serving as a director or trustee of a Franklin fund (excluding committee
fees) in shares of one or more Franklin funds until the value of such
investments equals or exceeds five times the annual retainer and regular board
meeting fees paid to such board member. Investments in the name of family
members or entities controlled by a board member constitute fund holdings of
such board member for purposes of this policy, and a three-year phase-in period
applies to such investment requirements for newly elected board members. In
implementing such policy, a board member’s fund
holdings existing on February 27, 1998, are valued as of such date with
subsequent investments valued at cost.
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FUT 2023 Proxy Statement
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How often do the
Trustees meet and what are they paid?
The role of the Trustees is to
provide general oversight of the Fund’s business, and to ensure that the Fund
is operated for the benefit of all shareholders. The Trustees anticipate
meeting at least eight times during the current
fiscal year to review the operations of the Fund and the Fund’s investment
performance. The Trustees also oversee the services furnished to the Fund by
Franklin Advisers, Inc., the Fund’s investment manager (the “Investment
Manager”), and various other service providers.
The Fund’s Independent Trustees
serve as independent directors/trustees of a number of investment companies in
the Franklin Templeton complex, for which each Independent Trustee currently is
paid a $304,000 annual retainer fee, together with a $7,000 per meeting fee for
attendance at each regularly scheduled board meeting, a portion of which fees
are allocated to the Fund. To the extent held, compensation may also be paid
for attendance at specially held Board meetings. The Fund’s Lead Independent
Trustee is paid an annual supplemental retainer of $40,000 for services to such
investment companies, a portion of which is allocated to the Fund. Trustees who
serve on the Audit Committee of the Fund and such other funds are paid a
$10,000 annual retainer fee, together with a $3,000 fee per Committee meeting in
which they participate, a portion of which is allocated to the Fund. Terrence
J. Checki, who serves as chairman of the Audit Committee of the Fund and such
other funds, receives a fee of $50,000 per year in lieu of the Audit Committee
member retainer fee, a portion of which is allocated to the Fund. Independent
Trustees are also reimbursed for expenses incurred in connection with attending
meetings.
During the fiscal year ended August
31, 2022, there were eight meetings of the Board, 10 meetings of the Audit
Committee and one meeting of the Nominating Committee. Each of the Trustees who
currently serve on the Board attended at least 75% of the aggregate of the
total number of meetings of the Board and the total number of meetings held by
all committees of the Board on which the Trustee served during the fiscal year
ended August 31, 2022.
The Fund does not currently have a
formal policy regarding Trustees’ attendance at the Annual Shareholders’
Meeting. None of the Trustees attended the Fund’s last annual shareholders’
meeting held on March 10, 2022.
Certain Interested Trustees and
officers of the Fund are shareholders of Resources and may receive indirect
remuneration due to their participation in the management fees and other fees
received by the Investment Manager and its affiliates from the funds in
Franklin Templeton. The Investment Manager or its affiliates pay the salaries
and expenses of the officers. No pension or retirement benefits are accrued as
part of Fund expenses.
The table below indicates the total
fees paid to the Independent Trustees by the Fund individually and by all of
the funds in Franklin Templeton. These Trustees also serve or have served as
directors or trustees of other funds in Franklin Templeton, many of which hold
meetings at different dates and times. The Trustees and the Fund’s management
believe that
having the same individuals serving on the boards of many of the funds in Franklin Templeton enhances the ability of each fund to obtain, at a relatively modest cost to each separate fund, the services of high caliber, experienced and knowledgeable Independent Trustees who can bring their experience and talents to, and effectively oversee the management of, several funds.
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Name of Trustee |
Aggregate
Compensation
From the Fund(1)
|
Total Compensation from Franklin Templeton Fund Complex(2)
|
Number of Boards within Franklin Templeton Fund Complex on which Director Serves(3) |
Harris J. Ashton |
$243 |
$640,317 |
35 |
Terrence J. Checki |
$296 |
$440,000 |
35 |
Mary C. Choksi |
$267 |
$684,367 |
36 |
Edith E. Holiday |
$296 |
$774,000 |
36 |
J. Michael Luttig |
$265 |
$706,001 |
36 |
Larry D. Thompson |
$269 |
$684,000 |
35 |
Valerie M. Williams |
$243 |
$254,429 |
27 |
(1) Compensation received for the fiscal year ended August 31, 2022.
(2) Compensation received for the calendar year ended December 31, 2021.
(3) We base the number of boards on the number of U.S. registered investment companies in the Franklin Templeton fund complex. This number does not include the total number of series or funds within each investment company for which the Board members are responsible. Franklin Templeton currently includes 82 U.S. registered investment companies, with approximately 300 U.S. based funds or series.
Who are the Executive Officers of the Fund?
Officers of the Fund are appointed by the Trustees and serve at the pleasure of the Board. Listed below, for each Executive Officer, are his or her name, year of birth, address, a brief description of his or her professional experience for the past 5 years, and his or her position and length of service with the Fund:
Name, Year of Birth and Address |
Position |
Length of Time Served |
Gregory E. Johnson |
Chairman of
the Board,
Senior Vice President and Trustee |
Chairman of the Board
and Senior Vice President
since January 2023
and Trustee since 2013 |
Please refer to the table “Class I Interested Trustee serving until 2025 Annual Shareholders’ Meeting” for additional information about Mr. Gregory E. Johnson |
Alison E. Baur
(1964)
One Franklin Parkway
San Mateo, CA 94403-1906 |
Vice President |
Since 2012 |
Principal Occupation During at Least the Past 5 Years:
Deputy General Counsel, Franklin Templeton; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of certain funds in the Franklin Templeton/Legg Mason fund complex. |
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FUT 2023 Proxy Statement |
Name,
Year of Birth and Address
|
Position
|
Length of Time Served
|
Breda M. Beckerle (1958)
280 Park Avenue
New York, NY 10017
|
Chief Compliance Officer
|
Since 2020
|
Principal Occupation During at Least the Past 5 Years:
Chief Compliance Officer, Fiduciary Investment Management
International, Inc., Franklin Advisers, Inc., Franklin Mutual Advisers, LLC,
Franklin Templeton Institutional, LLC; and officer of certain funds in the
Franklin Templeton/Legg Mason fund complex.
|
Sonal Desai, Ph.D. (1963)
One Franklin Parkway
San Mateo, CA 94403-1906
|
President and Chief Executive Officer - Investment
Management
|
Since 2018
|
Principal Occupation During at Least the Past 5 Years:
Director and Executive Vice President, Franklin Advisers,
Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; and officer
of certain funds in the Franklin Templeton/Legg Mason fund complex.
|
Steven J. Gray (1955)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Vice President and Co-Secretary
|
Vice President since 2009 and Co-Secretary since 2019
|
Principal Occupation During at Least the Past 5 Years:
Senior Associate General Counsel, Franklin Templeton; Assistant
Secretary, Franklin Distributors, LLC; and officer of certain funds in the
Franklin Templeton/Legg Mason fund complex.
|
Matthew T. Hinkle (1971)
One Franklin Parkway
San Mateo,
CA 94403-1906
|
Chief Executive Officer – Finance and Administration
|
Since 2017
|
Principal Occupation During at Least the Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC;
officer of certain funds in the Franklin Templeton/Legg Mason fund complex;
and formerly, Vice President, Global Tax (2012-April 2017) and
Treasurer/Assistant Treasurer, Franklin Templeton (2009-2017).
|
Susan Kerr (1949)
620 Eighth Avenue
New York, NY 10018
|
Vice President – AML Compliance
|
Since 2021
|
Principal Occupation During at Least the Past 5 Years:
Senior Compliance Analyst, Franklin Templeton; Chief
Anti-Money Laundering Compliance Officer, Legg Mason & Co., or its
affiliates; Anti Money Laundering Compliance Officer; Senior Compliance
Officer, LMIS; and officer of certain funds in the Franklin Templeton/Legg
Mason fund complex.
|
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FUT 2023 Proxy Statement
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Name,
Year of Birth and Address
|
Position
|
Length of Time Served
|
Christopher Kings (1974)
One Franklin Parkway
San Mateo,
CA 94403-1906
|
Chief Financial Officer, Chief Accounting Officer and
Treasurer
|
Since January 2022
|
Principal Occupation During at Least the Past 5 Years:
Treasurer, U.S. Fund Administration & Reporting; and officer
of certain funds in the Franklin Templeton/Legg Mason fund complex.
|
Navid J. Tofigh (1972)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Vice President
|
Since 2015
|
Principal Occupation During at Least the Past 5 Years:
Senior Associate General Counsel, Franklin Templeton; and
officer of certain funds in the Franklin Templeton/Legg Mason fund complex.
|
Lori
A. Weber (1964)
300
S.E. 2nd Street
Fort
Lauderdale,
FL 33301-1923
|
Vice
President and Co-Secretary
|
Vice President since 2011 and Co-Secretary since
2019
|
Principal Occupation
During at Least the Past 5 Years:
Senior Associate General
Counsel, Franklin Templeton; Assistant Secretary, Franklin Resources, Inc.;
Vice President and Secretary, Templeton Investment Counsel, LLC; and officer
of certain funds in the Franklin Templeton/Legg Mason fund complex.
|
Note:
Officer information is current as of the date of this Proxy. It is possible
that after this date, information about officers may change.
THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II NOMINEES LISTED IN THE PROPOSAL.
♦
ADDITIONAL
INFORMATION ABOUT THE FUND
The Investment Manager. The
Investment Manager is Franklin Advisers, Inc., a California corporation, whose
principal address is One Franklin Parkway, San Mateo, CA 94403. The Investment
Manager is a wholly-owned subsidiary of Resources.
The Administrator. The
administrator of the Fund is Franklin Templeton Services, LLC (“FT Services”),
whose principal address is also One Franklin Parkway, San Mateo, CA 94403.
Under an agreement with the Investment Manager, FT Services performs
certain administrative functions, such as portfolio recordkeeping, for the
Fund. FT Services is an indirect, wholly-owned subsidiary of Resources.
The Transfer Agent and
Custodian. The transfer agent, registrar and dividend disbursement
agent for the Fund is American Stock Transfer & Trust Company, LLC, 6201 15th
Avenue, Brooklyn, NY 11219. The Bank of New York Mellon, Mutual Funds
Division, 100 Church Street, New York, NY 10286, acts as the custodian of the
Fund’s securities and other assets.
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FUT 2023 Proxy Statement
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Reports
to Shareholders and Financial Statements. The Fund’s last audited
financial statements and annual report for the fiscal year ended August 31, 2022,
are available free of charge. To obtain a copy, please visit the Fund’s website
at www.franklintempleton.com, or
call (800) DIAL BEN/342-5236 or forward a written request to Franklin Templeton
Investor Services, LLC, P.O. Box 997151, Sacramento, CA 95899-9983.
Principal Shareholders. As
of January 12, 2023, the Fund had 25,131,894 shares outstanding and total net
assets of $199,766,440. The Fund’s shares are listed on the NYSE (symbol: FT).
From time to time, the number of shares held in “street name” accounts of
various securities dealers for the benefit of their clients may exceed 5% of
the total shares outstanding. To the knowledge of the Fund’s management and/or
based on public filings, as of January 12, 2023, there were no entities holding
beneficially or of record more than 5% of the Fund’s outstanding shares.
In addition, to the knowledge of the Fund’s management, as of January 12, 2023, no
Trustee of the Fund owned 1% or more of the outstanding shares of the
Fund, and the officers and Trustees of the Fund owned, as a group, less than 1%
of the outstanding shares of the Fund.
Contacting the Board. If
a shareholder wishes to send a communication to the Board, such correspondence
should be in writing and addressed to the Board at the Fund’s offices, One
Franklin Parkway, San Mateo, California 94403. The correspondence will then be
given to the Board for its review and consideration.
♦
AUDIT COMMITTEE
The Board has a standing Audit
Committee currently consisting of Messrs. Checki (Chairman), Luttig, Thompson,
Ms. Choksi and Ms. Holiday, all of whom are Independent Trustees and also are
considered to be “independent” as that term is defined by the NYSE’s listing
standards. The Fund’s Audit Committee is responsible for the appointment,
compensation and retention of the Fund’s independent registered public
accounting firm (“auditors”), including evaluating their independence,
recommending the selection of the Fund’s auditors to the full Board, and
meeting with such auditors to consider and review matters relating to the
Fund’s financial reports and internal auditing.
Selection of Auditors. The Audit Committee and the Board have
selected the firm of PricewaterhouseCoopers LLP (“PwC”) as auditors of the Fund
for the current fiscal year. Representatives of PwC are not expected to be
present at the Meeting, but will have the opportunity to make a statement if
they wish, and will be available should any matter arise requiring their
presence.
Audit Fees. The
aggregate fees paid to PwC for professional services rendered by PwC for the
audit of the Fund’s annual financial statements or for services that are
normally provided by PwC in connection with statutory and regulatory filings or
engagements were $73,797 for the fiscal year ended August 31, 2022, and $53,527
for the fiscal year ended August 31, 2021.
Audit-Related Fees. There were no fees paid to PwC for
assurance and related services rendered by PwC to the Fund that are reasonably
related to the performance of the audit of the Fund's
financial statements and are not reported under “Audit Fees” above for the
fiscal years ended August 31, 2022 and August 31, 2021.
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FUT 2023 Proxy Statement
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There were no fees paid to PwC for
assurance and related services rendered by PwC to the Investment Manager and
any entity controlling, controlled by or under common control with the
Investment Manager that provides ongoing services to the Fund that are
reasonably related to the performance of the audit of their financial
statements for the fiscal years ended August 31, 2022 and August 31, 2021.
Tax Fees. There
were no fees paid to PwC for professional services rendered by PwC to the Fund
for tax compliance, tax advice and tax planning for the fiscal years ended August
31, 2022 and August 31, 2021.
There were no fees paid to PwC for
professional services rendered by PwC to the Investment Manager and any entity
controlling, controlled by or under common control with the Investment Manager
that provides ongoing services to the Fund for tax compliance, tax advice and
tax planning were $0 for the fiscal year ended August 31, 2022 and August 31,
2021.
All Other Fees. The aggregate fees paid to PwC for products
and services rendered by PwC to the Fund, not reported in previous paragraphs
were $0 for the fiscal year ended August 31, 2022 and $97 for the fiscal year
ended August 31, 2021. The services for which these fees were paid included
review of materials provided to the Board in connection with the investment
management contract renewal process.
The aggregate fees paid to PwC for
products and services rendered by PwC to the Investment Manager and any entity
controlling, controlled by or under common control with the Investment Manager
that provides ongoing services to the Fund other than services reported in
previous paragraphs, were $241,195 for the fiscal year ended August 31, 2022 and
$12,000 for the fiscal year ended August 31, 2021.
The Fund’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 by the auditors to the Fund,
to the Investment Manager or to any entity that controls, is controlled by or
is under common control with the Investment Manager and that provides ongoing
services to the Fund where the non-audit services relate directly to the
operations or financial reporting of the Fund; 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 Audit Committee; provided the policies and
procedures are detailed as to the particular service, the Audit 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, as amended, 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.
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FUT 2023 Proxy Statement
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None of the services provided to the
Fund described in the preceding paragraphs (other than under “Audit Fees”
above) were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X.
Aggregate Non-Audit Fees. The
aggregate non-audit fees of $241,195 for the fiscal year ended August 31, 2022,
and $12,097 for the fiscal year ended August 31, 2021 were paid to PwC for
services rendered by PwC to the Fund and the Investment Manager and any entity
controlling, controlled by, or under common control with the Investment Manager
that provides ongoing services to the Fund.
The Audit Committee has considered
whether the provision of the non-audit services that were rendered to the
Investment Manager and any entity controlling, controlled by, or under common
control with the Investment Manager that provides ongoing services to the Fund
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining PwC's independence.
Audit Committee Report. The
Board has adopted and approved a revised formal written charter for the Audit
Committee, which sets forth the Audit Committee’s responsibilities. A copy of
the charter is attached hereto as “Appendix B.”
The
Audit Committee reviewed and discussed the Fund’s audited financial statements
with management, as well as with PwC, the Fund’s auditors. The Audit Committee
discussed with PwC the matters required to be discussed by the statement on
Auditing Standards No. 16, as amended, as adopted by the Public Company
Accounting Oversight Board.
The Audit Committee received the written disclosures and the letter from
PwC required by applicable requirements of the Public Company Accounting
Oversight Board regarding PwC’s communications with the Audit Committee
concerning independence. The Audit Committee also
received the report of PwC regarding the results of their audit. In connection
with their review of the financial statements and the auditors’ report, the
members of the Audit Committee discussed with PwC the independence of PwC, as
well as the following: the auditors’ responsibilities in accordance with
generally accepted auditing standards; the auditors’ responsibilities for
information prepared for management that accompanies the Fund’s audited
financial statements and any procedures performed and the results; the initial
selection of, and whether there were any changes in, significant accounting
policies or their application; management’s judgments and accounting estimates;
whether there were any significant audit adjustments; whether there were any
disagreements with management; whether there was any consultation with other
accountants; whether there were any major issues discussed with management
prior to the auditors’ retention; whether the auditors encountered any difficulties
in dealing with management in performing the audit;
and the auditors’ judgments about the quality of the Fund’s accounting principles.
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Based on
its review and discussions with management and the Fund’s auditors, the Audit
Committee did not become aware of any material misstatements or omissions in
the financial statements.
Accordingly, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Fund’s Annual Report to Shareholders for the fiscal year ended August 31,
2022, for filing with the SEC.
AUDIT COMMITTEE
Terrence
J. Checki (Chairman)
Mary
C. Choksi
Edith
E. Holiday
J.
Michael Luttig
Larry D. Thompson
♦ ADDITIONAL
INFORMATION ABOUT THE BOARD
Board Role in Risk Oversight.
The Board, as a whole, considers risk management issues as part of its general
oversight responsibilities throughout the year at regular Board meetings,
through regular reports that have been developed by management, in consultation
with the Board and its counsel. These reports address certain investment,
valuation and compliance matters. The Board also may receive special written
reports or presentations on a variety of risk issues (e.g., COVID-19 related
issues), either upon the Board’s request or upon the Investment Manager’s
initiative. In addition, the Audit Committee of the Board meets regularly with
the Investment Manager’s internal audit group to review reports on their
examinations of functions and processes within Franklin Templeton that affect
the Fund.
With respect to investment risk, the
Board receives regular written reports describing and analyzing the investment
performance of the Fund. In addition, the portfolio managers of the Fund meet
regularly with the Board to discuss portfolio performance, including investment
risk. To the extent that the Fund changes a particular investment strategy that
could have a material impact on the Fund’s risk profile, the Board generally is
consulted with respect to such change. To the extent that the Fund invests in
certain complex securities, including derivatives, the Board receives periodic
reports containing information about exposure of the Fund to such instruments.
In addition, the Investment Manager’s investment risk personnel meet regularly
with the Board to discuss a variety of issues, including the impact on the Fund
of the investment in particular securities or instruments, such as derivatives.
With respect to valuation, the
Fund’s administrator provides regular written reports to the Board that enable
the Board to monitor the number of fair valued securities in a particular
portfolio, the reasons for the fair valuation and the methodology used to
arrive at the fair value. Such reports also include information concerning
illiquid securities within the Fund’s portfolio. The Board also reviews
dispositional analysis information on the sale of securities that require
special valuation considerations, such as illiquid or
fair valued securities. In addition, the Fund’s Audit Committee reviews valuation
procedures and results with the Fund’s independent auditors in connection with
the Audit Committee’s review of the results of the audit of the Fund’s year-end
financial statements.
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FUT 2023 Proxy Statement
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With respect to compliance risks,
the Board receives regular compliance reports prepared by the Investment
Manager’s compliance group and meets regularly with the Fund's Chief Compliance
Officer (“CCO”) to discuss compliance issues, including compliance risks. In
accordance with SEC rules, the Independent Trustees meet regularly in executive
session with the CCO, and the CCO prepares and presents an annual written
compliance report to the Board. The Board adopts compliance policies and
procedures for the Fund and approves such procedures for the Fund’s service
providers. The compliance policies and procedures are specifically designed to
detect and prevent violations of the federal securities laws.
The Investment Manager periodically
provides an enterprise risk management presentation to the Board to describe
the way in which risk is managed on a complex-wide level. Such presentation
covers such areas as investment risk, reputational risk, personnel risk and
business continuity risk.
Board Structure.
Seventy-five percent or more of Board members are Independent Trustees who are
not deemed to be “interested persons” by reason of their relationship with the
Fund’s management or otherwise as provided under the 1940 Act. While the
Chairman of the Board is an interested person, the Board is also served by a
Lead Independent Trustee. The Lead Independent Trustee, together with
independent counsel, reviews proposed agendas for Board meetings and generally
acts as a liaison with Fund management with respect to questions and issues
raised by the Independent Trustees. The Lead Independent Trustee also presides
at separate meetings of Independent Trustees held in advance of each scheduled
Board meeting where various matters, including those being considered at such
Board meeting, are discussed. It is believed such structure and activities assure
that proper consideration is given at Board meetings to matters deemed
important to the Fund and its shareholders.
♦ FURTHER
INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies.
Your vote is being solicited by the Board. The cost of soliciting these
proxies, including the fees of any proxy soliciting agent, is borne by the
Fund. The Fund reimburses brokerage firms and others for their expenses in
forwarding proxy materials to the beneficial owners and soliciting them to
execute their proxies. In addition, the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation would be primarily by mail, but may also be
conducted via telephone, telecopy, electronic or oral solicitations. If the
Fund does not receive your proxy by a certain time, you may receive a telephone
call from a proxy soliciting agent asking you to vote. If professional proxy
solicitors are retained, it is expected that soliciting fees would be
approximately $5,000, plus expenses. The Fund does not reimburse Trustees and
officers of the Fund, or regular employees and agents of the Investment
Manager, involved in the solicitation of proxies. The Fund intends to pay all
costs associated with the solicitation and the Meeting.
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Voting
by Broker-Dealers. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in “street name” for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms’ proxy solicitation materials, the Fund understands that
the broker-dealers are only permitted to vote on the Proposal on behalf of
their customers and beneficial owners. Certain broker-dealers may exercise
discretion over shares held in their name for which no instructions are
received by voting those shares in the same proportion as they vote shares for
which they received instructions. Because
there are no proposals expected to come before the Meeting for which brokers or
nominees do not have discretionary voting power, the Fund does not anticipate
receiving any “broker non-votes” (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter).
Quorum. Forty
percent of the shares entitled to vote — present in person or represented by
proxy — constitutes a quorum at the Meeting. The shares over which broker-dealers
have discretionary voting power, the shares that represent “broker non-votes”
(if any), and the shares whose proxies reflect an abstention on any item (if
any), are all counted as shares present and entitled to vote for purposes of
determining whether the required quorum of shares exists. However, because the
Proposal is the only matter currently expected to be presented at the Meeting,
the Fund does not anticipate that there will be any broker non-votes or
abstentions.
Required Vote. Provided
that a quorum is present, the election of Trustees requires a majority of
shares voted. All voting rights are non-cumulative, which means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of such Trustees if they choose to do so, and in such event,
the holders of the remaining shares voting will not be able to elect any
Trustees.
Abstentions, withholds and broker non-votes, if any, will be treated as
votes present at the Meeting, but will not be treated as votes cast.
Abstentions, withholds and broker non-votes, therefore, will not be counted for
purposes of obtaining approval of the Proposal. As discussed above, the Fund
does not anticipate there will be any broker non-votes or abstentions.
Adjournment. Whether
or not a quorum is present at the Meeting, the Meeting may be adjourned from
time to time for any reason whatsoever by vote of a majority vote of the shares
represented at the Meeting, either in person or by proxy. If the Meeting is
adjourned, notice need not be given of the adjourned meeting at which the
adjournment is taken, unless a new record date of the adjourned meeting is
fixed or unless the adjournment is for more than 120 days from the date set for
the original Meeting, in which case the Board shall set a new date. At any
adjourned Meeting, the Fund may transact any business which might have been
transacted at the original Meeting. The persons named as proxies will vote in
their discretion on questions of adjournment those shares for which proxies
have been received. With respect to adjournments, the Fund or its officers, as
applicable, will adhere to the guidelines provided in the 1973 Release, and
weigh carefully the decision whether to adjourn a shareholder meeting for the
purpose of soliciting shareholders to obtain additional proxies. In any such
case, the persons named as proxies and/or the officers of the Fund will
consider whether an adjournment and additional solicitation is
reasonable and in the interest of shareholders, or whether such procedures would constitute an abuse of office.
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FUT 2023 Proxy Statement
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Shareholder Proposals. The Fund anticipates mailing this proxy statement on or about February 9, 2023. The Fund anticipates that its next Annual Shareholders’ Meeting will be held on or about Thursday, March 7, 2024. Shareholder proposals to be presented at the next annual shareholders’ meeting must be received at the Fund’s offices, One Franklin Parkway, San Mateo, California 94403, Attention: Secretary, no later than October 12, 2023, in order to be considered for inclusion in the Fund’s proxy statement and proxy card relating to that meeting and presented at that meeting. Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the proxy statement. A shareholder who wishes to make a proposal at the 2024 Annual Shareholders’ Meeting without including the proposal in the Fund’s proxy statement must notify the Fund at the Fund’s offices of such proposal by December 26, 2023. If a shareholder fails to give notice by this date, then the persons named as proxies in the proxies solicited by the Board for the 2024 Annual Shareholders’ Meeting may exercise discretionary voting power with respect to any such proposal.
No business other than the matters described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment or postponement of the Meeting, the designated proxy holders will vote on such matters in accordance with the views of the Fund’s management.
By order of the Board of Trustees,
Lori Weber
Vice President & Co-Secretary
Dated: February 9, 2023
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