U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-17F-2
CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE
CUSTODY OF MANAGEMENT INVESTMENT COMPANIES
PURSUANT TO RULE N-17F-2
1. Investment Company Act File Number: Date Examination completed:
811-05569 January 23, 2003
2. State Identification Number:
AL AK AZ AR CA CO
CT DE DC FL GA HI
ID IL IN IA KS KY
LA ME MD MA MI MN
MS MO MT NE NV NH
NJ NM NY NC ND OH
OK OR PA RI SC SD
TN TX UT VT VA WA
WV WI WY PUERTO RICO
3. Exact name of investment company as specified in registration statement:
FRANKLIN UNIVERSAL TRUST
4. Address of principal executive office: (number, street, city, state, zip
code)
One Franklin Parkway San Mateo, CA 94403
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees of:
The Franklin Templeton Funds:
We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940, that the funds in Attachment I (hereafter referred to as the
"Funds") complied with the requirements of subsections (b) and (c) of Rule 17f-2
under the Investment Company Act of 1940 (the "Act") as of October 31, 2002.
Management is responsible for the Funds' compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Funds' compliance based on our examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Funds' compliance with
those requirements and performing such other procedures as we considered
necessary in the circumstances. Included among our procedures were the following
tests performed as of October 31, 2002, and with respect to agreement of
security purchases and sales, for the periods indicated:
o Inspection of the records of Franklin/Templeton Investors Services, Inc.
as they pertain to the security positions owned by the Funds and held in
book entry form.
o Reconciliation of such security positions to the books and records of the
Funds.
o Agreement of a sample of security purchases and sales since our last
report to the books and records of the Funds.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination of the Funds' compliance with
specified requirements.
In our opinion, management's assertion that the Funds were in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of October 31, 2002 with respect to securities reflected
in the investment accounts of the Funds are fairly stated, in all material
respects.
This report is intended solely for the information and use of management and the
Board of Directors and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.
/S/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PricewaterhouseCoopers LLP
San Francisco, California
January 23, 2003
Management Statement Regarding Compliance With Certain Provisions of the
Investment Company Act of 1940
We, as members of management of Franklin Templeton Funds indicated in Attachment
I (the "Funds"), are responsible for complying with the requirements of
subsections (b) and (c) of Rule 17f-2, "Custody of Investments by Registered
Management Investment Companies," of the Investment Company Act of 1940. We are
also responsible for establishing and maintaining effective internal controls
over compliance with those requirements. We have performed an evaluation of the
Funds' compliance with the requirements of subsections (b) and (c) of Rule 17f-2
as of October 31, 2002 and for the periods indicated.
Based on this evaluation, we assert that the Funds were in compliance with the
requirements of subsection (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of October 31, 2002 and for the periods indicated with respect to
securities reflected in the investment accounts of the Funds.
By:
/S/ KIMBERLY H. MONASTERIO
-----------------------------------
Kimberley H. Monasterio
Principal Accounting Officer
Attachment I
Fund Period Covered
-------------------------------------------------------------------------------
Franklin Templeton Variable Insurance Products Trust
FTVIPT - Strategic Income Investments Fund August 1, 2002 - October 31, 2002
FTVIPT - S&P 500 Index Fund August 1, 2002 - October 31, 2002
FTVIPT - Value Securities Fund August 1, 2002 - October 31, 2002
FTVIPT - Rising Dividends Fund August 1, 2002 - October 31, 2002
FTVIPT - Small Cap Fund August 1, 2002 - October 31, 2002
FTVIPT - Aggressive Growth Fund August 1, 2002 - October 31, 2002
FTVIPT - Technology Fund August 1, 2002 - October 31, 2002
FTVIPT - Templeton Global Asset
Allocation Fund August 1, 2002 - October 31, 2002
FTVIPT - Templeton Foreign
Securities Fund August 1, 2002 - October 31, 2002
FTVIPT - Mutual Discovery Fund August 1, 2002 - October 31, 2002
FTVIPT - Mutual Shares Securities Fund August 1, 2002 - October 31, 2002
Franklin Value Investors Trust
Franklin MicroCap Value Fund February 1, 2002 - October 31, 2002
Franklin Value Fund February 1, 2002 - October 31, 2002
Franklin Large Cap Growth Fund February 1, 2002 - October 31, 2002
Franklin Balance Sheet Investment Fund October 1, 2002 - October 31, 2002
Franklin Investors Securities Trust
Franklin Convertible Securities Fund October 1, 2002 - October 31, 2002
Franklin Equity Income Fund October 1, 2002 - October 31, 2002
Franklin AGE High Income Fund August 1, 2002 - October 31, 2002
Franklin Universal Trust October 1, 2002 - October 31, 2002
Franklin Strategic Mortgage Portfolio October 1, 2002 - October 31, 2002