EX-99.77C VOTES 3 FTFT-77C.txt LEGAL ATTACHMENT Name of Registrant: Franklin Tax-Free Trust File No. 811-04149 Exhibit Item No. 77C Matter Submitted to a Vote of Security Holders I. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Kentucky Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 9,247,074 97.82% 59.50% 206,410 2.18% 1.33% Terrence J. Checki 9,243,498 97.78% 59.48% 209,986 2.22% 1.35% Mary C. Choksi 9,292,960 98.30% 59.80% 160,524 1.70% 1.03% Edith E. Holiday 9,288,817 98.26% 59.77% 164,667 1.74% 1.06% Gregory E. Johnson 9,297,936 98.35% 59.83% 155,548 1.65% 1.00% Rupert H. Johnson, Jr. 9,276,814 98.13% 59.70% 176,670 1.87% 1.14% J. Michael Luttig 9,284,672 98.21% 59.75% 168,812 1.79% 1.09% Larry D. Thompson 9,248,822 97.84% 59.52% 204,662 2.16% 1.32% John B. Wilson 9,297,936 98.35% 59.83% 155,548 1.65% 1.00% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 6,842,147 72.38% 44.03% 396,788 4.20% 471,151 4.98% 1,743,396 18.44% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 6,817,478 72.12% 43.87% 336,774 3.56% 555,837 5.88% 1,743,396 18.44% Y II. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Federal Intermediate-Term Tax-Free Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. 4. To approve procedures that prevent holding investments in companies that, in the judgment of management, substantially contribute to genocide or crimes against humanity. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 237,285,842 98.43% 65.72% 3,785,797 1.57% 1.05% Terrence J. Checki 237,356,757 98.46% 65.74% 3,714,882 1.54% 1.03% Mary C. Choksi 236,975,374 98.30% 65.63% 4,096,265 1.70% 1.13% Edith E. Holiday 237,412,175 98.48% 65.75% 3,659,464 1.52% 1.01% Gregory E. Johnson 237,474,260 98.51% 65.77% 3,597,380 1.49% 1.00% Rupert H. Johnson, Jr. 237,379,867 98.47% 65.74% 3,691,772 1.53% 1.02% J. Michael Luttig 237,442,108 98.49% 65.76% 3,629,532 1.51% 1.01% Larry D. Thompson 237,424,215 98.49% 65.76% 3,647,425 1.51% 1.01% John B. Wilson 237,528,432 98.53% 65.79% 3,543,207 1.47% 0.98% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 174,555,376 72.41% 48.34% 6,186,915 2.57% 4,085,857 1.69% 56,243,497 23.33% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 174,291,537 72.30% 48.27% 5,023,615 2.08% 5,512,990 2.29% 56,243,497 23.33% Y Proposal 4. To approve procedures that prevent holding investments in companies that, in the judgment of management, substantially contribute to genocide or crimes against humanity. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 22,991,945 9.54% 6.37% 154,428,889 64.06% 7,407,308 3.07% 56,243,497 23.33% N III. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Massachusetts Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 25,658,437 96.81% 62.71% 844,738 3.19% 2.06% Terrence J. Checki 25,640,317 96.74% 62.67% 862,858 3.26% 2.11% Mary C. Choksi 25,670,450 96.86% 62.74% 832,725 3.14% 2.04% Edith E. Holiday 25,637,226 96.73% 62.66% 865,949 3.27% 2.12% Gregory E. Johnson 25,664,151 96.83% 62.73% 839,024 3.17% 2.05% Rupert H. Johnson, Jr. 25,653,882 96.80% 62.70% 849,293 3.20% 2.08% J. Michael Luttig 25,665,017 96.84% 62.73% 838,158 3.16% 2.05% Larry D. Thompson 25,646,001 96.77% 62.68% 857,174 3.23% 2.10% John B. Wilson 25,648,424 96.77% 62.69% 854,751 3.23% 2.09% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 18,190,354 68.63% 44.46% 970,903 3.66% 1,032,767 3.90% 6,309,149 23.81% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 17,856,890 67.38% 43.65% 937,275 3.54% 1,399,861 5.28% 6,309,149 23.81% Y IV. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Michigan Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 51,693,464 94.99% 56.93% 2,728,410 5.01% 3.00% Terrence J. Checki 51,751,479 95.09% 56.99% 2,670,395 4.91% 2.94% Mary C. Choksi 51,863,446 95.30% 57.11% 2,558,428 4.70% 2.82% Edith E. Holiday 51,796,178 95.18% 57.04% 2,625,696 4.82% 2.89% Gregory E. Johnson 51,863,596 95.30% 57.11% 2,558,278 4.70% 2.82% Rupert H. Johnson, Jr. 51,761,578 95.11% 57.00% 2,660,296 4.89% 2.93% J. Michael Luttig 51,773,869 95.13% 57.01% 2,648,005 4.87% 2.92% Larry D. Thompson 51,746,412 95.08% 56.98% 2,675,462 4.92% 2.95% John B. Wilson 51,834,143 95.25% 57.08% 2,587,731 4.75% 2.85% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 35,809,478 65.80% 39.43% 4,175,361 7.67% 3,271,519 6.01% 11,165,517 20.52% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 36,645,710 67.34% 40.36% 2,890,999 5.31% 3,719,648 6.83% 11,165,517 20.52% Y V. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Minnesota Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 53,272,990 97.04% 61.31% 1,626,267 2.96% 1.87% Terrence J. Checki 53,108,576 96.74% 61.12% 1,790,681 3.26% 2.06% Mary C. Choksi 53,354,975 97.19% 61.40% 1,544,282 2.81% 1.78% Edith E. Holiday 53,295,427 97.08% 61.34% 1,603,830 2.92% 1.85% Gregory E. Johnson 53,335,519 97.15% 61.38% 1,563,738 2.85% 1.80% Rupert H. Johnson, Jr. 53,295,869 97.08% 61.34% 1,603,388 2.92% 1.85% J. Michael Luttig 53,330,403 97.14% 61.38% 1,568,854 2.86% 1.81% Larry D. Thompson 53,309,825 97.10% 61.35% 1,589,432 2.90% 1.83% John B. Wilson 53,340,776 97.16% 61.39% 1,558,481 2.84% 1.79% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 38,210,708 69.60% 43.98% 2,761,831 5.03% 2,681,162 4.88% 11,245,552 20.48% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 38,152,336 69.50% 43.91% 2,034,191 3.71% 3,467,177 6.32% 11,245,552 20.48% Y VI. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Ohio Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 81,680,986 96.15% 64.71% 3,273,711 3.85% 2.59% Terrence J. Checki 81,792,525 96.28% 64.79% 3,162,173 3.72% 2.51% Mary C. Choksi 81,928,531 96.44% 64.90% 3,026,167 3.56% 2.40% Edith E. Holiday 81,991,632 96.51% 64.95% 2,963,065 3.49% 2.35% Gregory E. Johnson 81,896,428 96.40% 64.88% 3,058,270 3.60% 2.42% Rupert H. Johnson, Jr. 81,754,276 96.23% 64.76% 3,200,422 3.77% 2.54% J. Michael Luttig 81,837,411 96.33% 64.83% 3,117,286 3.67% 2.47% Larry D. Thompson 81,819,781 96.31% 64.82% 3,134,916 3.69% 2.48% John B. Wilson 81,906,130 96.41% 64.88% 3,048,568 3.59% 2.42% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 52,519,346 61.82% 41.60% 4,486,446 5.28% 3,959,671 4.66% 23,989,237 28.24% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 52,984,998 62.37% 41.97% 3,230,365 3.80% 4,750,098 5.59% 23,989,237 28.24% Y VII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Colorado Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 31,933,163 96.55% 49.58% 1,141,085 3.45% 1.77% Terrence J. Checki 31,967,226 96.65% 49.63% 1,107,022 3.35% 1.72% Mary C. Choksi 31,964,988 96.65% 49.63% 1,109,260 3.35% 1.72% Edith E. Holiday 31,972,318 96.67% 49.64% 1,101,930 3.33% 1.71% Gregory E. Johnson 31,988,681 96.72% 49.67% 1,085,567 3.28% 1.69% Rupert H. Johnson, Jr. 31,919,357 96.51% 49.56% 1,154,891 3.49% 1.79% J. Michael Luttig 31,954,645 96.61% 49.61% 1,119,604 3.39% 1.74% Larry D. Thompson 31,949,931 96.60% 49.61% 1,124,317 3.40% 1.75% John B. Wilson 31,970,459 96.66% 49.64% 1,103,789 3.34% 1.71% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 22,718,989 68.69% 35.27% 2,445,297 7.39% 1,832,571 5.54% 6,077,390 18.37% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 22,636,795 68.44% 35.15% 2,155,730 6.52% 2,204,334 6.66% 6,077,390 18.37% Y VIII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Georgia Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 27,570,006 97.66% 58.82% 659,190 2.34% 1.41% Terrence J. Checki 27,586,186 97.72% 58.85% 643,009 2.28% 1.37% Mary C. Choksi 27,571,624 97.67% 58.82% 657,571 2.33% 1.40% Edith E. Holiday 27,623,500 97.85% 58.93% 605,695 2.15% 1.29% Gregory E. Johnson 27,624,993 97.86% 58.93% 604,202 2.14% 1.29% Rupert H. Johnson, Jr. 27,528,121 97.52% 58.73% 701,075 2.48% 1.50% J. Michael Luttig 27,619,410 97.84% 58.92% 609,785 2.16% 1.30% Larry D. Thompson 27,574,785 97.68% 58.83% 654,411 2.32% 1.40% John B. Wilson 27,498,585 97.41% 58.66% 730,610 2.59% 1.56% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 19.877,380 70.41% 42.40% 1,315,064 4.66% 981,123 3.48% 6,055,628 21.45% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 19,889,393 70.46% 42.43% 1,008,207 3.57% 1,275,968 4.52% 6,055,628 21.45% Y IX. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Pennsylvania Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 80,137,456 96.07% 63.08% 3,274,531 3.93% 2.58% Terrence J. Checki 80,213,738 96.17% 63.14% 3,198,248 3.83% 2.52% Mary C. Choksi 80,280,985 96.25% 63.19% 3,131,002 3.75% 2.46% Edith E. Holiday 80,281,945 96.25% 63.19% 3,130,042 3.75% 2.46% Gregory E. Johnson 80,265,364 96.23% 63.18% 3,146,623 3.77% 2.48% Rupert H. Johnson, Jr. 80,248,501 96.21% 63.17% 3,163,486 3.79% 2.49% J. Michael Luttig 80,387,284 96.37% 63.28% 3,024,703 3.63% 2.38% Larry D. Thompson 80,221,798 96.18% 63.15% 3,190,189 3.82% 2.51% John B. Wilson 80,360,788 96.34% 63.26% 3,051,199 3.66% 2.40% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 55,652,812 66.72% 43.81% 6,571,988 7.88% 3,396,845 4.07% 17,790,338 21.33% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 56,932,528 68.25% 44.81% 4,263,250 5.11% 4,425,871 5.31% 17,790,338 21.33% Y X. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of High Yield Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. 4. To approve procedures to prevent holding investments in companies that, in the judgment of management, substantially contribute to genocide or crimes against humanity. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 406,810,589 96.97% 56.40% 12,730,603 3.03% 1.77% Terrence J. Checki 406,577,132 96.91% 56.37% 12,964,060 3.09% 1.80% Mary C. Choksi 406,523,960 96.90% 56.36% 13,017,232 3.10% 1.80% Edith E. Holiday 406,964,437 97.00% 56.42% 12,576,756 3.00% 1.74% Gregory E. Johnson 407,138,105 97.04% 56.45% 12,403,087 2.96% 1.72% Rupert H. Johnson, Jr. 406,714,535 96.94% 56.39% 12,826,657 3.06% 1.78% J. Michael Luttig 407,210,775 97.06% 56.46% 12,330,417 2.94% 1.71% Larry D. Thompson 407,008,694 97.01% 56.43% 12,532,498 2.99% 1.74% John B. Wilson 407,268,841 97.07% 56.47% 12,272,351 2.93% 1.70% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 288,791,333 68.84% 40.04% 20,101,690 4.79% 16,435,160 3.92% 94,212,997 22.46% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 289,614,209 69.03% 4015% 18,140,655 4.32% 17,573,332 4.19% 94,212,997 22.46% Y Proposal 4. To approve procedures that prevent holding investments in companies that, in the judgment of management, substantially contribute to genocide or crimes against humanity. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 67,331,109 16.05% 9.34% 235,901,407 56.23% 22,095,672 5.27% 94,212,997 22.46% N XI. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Federal Limited-Term Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 60,785,894 97.89% 59.59% 1,307,941 2.11% 1.28% Terrence J. Checki 60,802,161 97.92% 59.60% 1,291,675 2.08% 1.27% Mary C. Choksi 60,889,858 98.06% 59.69% 1,203,978 1.94% 1.18% Edith E. Holiday 60,851,197 98.00% 59.65% 1,242,638 2.00% 1.22% Gregory E. Johnson 60,825,306 97.96% 59.62% 1,268,530 2.04% 1.24% Rupert H. Johnson, Jr. 60,776,718 97.88% 59.58% 1,317,117 2.12% 1.29% J. Michael Luttig 60,831,005 97.97% 59.63% 1,262,830 2.03% 1.24% Larry D. Thompson 60,798,633 97.91% 59.60% 1,295,202 2.09% 1.27% John B. Wilson 60,848,345 97.99% 59.65% 1,245,490 2.01% 1.22% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 45,695,413 73.59% 44.79% 1,814,469 2.92% 1,417,296 2.28% 13,166,655 21.20% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 45,655,570 73.53% 44.75% 1,340,292 2.16% 1,931,318 3.11% 13,166,655 21.20% Y XII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Missouri Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 56,403,137 95.44% 58.61% 2,697,674 4.56% 2.80% Terrence J. Checki 56,306,326 95.27% 58.51% 2,794,485 4.73% 2.90% Mary C. Choksi 56,420,593 95.47% 58.63% 2,680,218 4.53% 2.79% Edith E. Holiday 56,514,032 95.62% 58.72% 2,586,779 4.38% 2.69% Gregory E. Johnson 56,285,460 95.24% 58.49% 2,815,351 4.76% 2.93% Rupert H. Johnson, Jr. 56,254,072 95.18% 58.45% 2,846,739 4.82% 2.96% J. Michael Luttig 56,444,642 95.51% 58.65% 2,656,169 4.49% 2.76% Larry D. Thompson 56,399,240 95.43% 58.61% 2,701,571 4.57% 2.81% John B. Wilson 56,449,740 95.51% 58.66% 2,651,071 4.49% 2.75% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 41,139,016 69.61% 42.75% 4,410,837 7.46% 2,742,307 4.64% 10,808,657 18.29% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 41,287,836 69.86% 42.90% 3,339,882 5.65% 3,664,436 6.20% 10,808,657 18.29% Y XIII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Oregon Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 62,114,232 96.05% 56.72% 2,553,929 3.95% 2.33% Terrence J. Checki 62,108,649 96.04% 56.71% 2,559,512 3.96% 2.34% Mary C. Choksi 62,259,096 96.27% 56.85% 2,409,066 3.73% 2.20% Edith E. Holiday 62,250,507 96.26% 56.84% 2,417,654 3.74% 2.21% Gregory E. Johnson 62,109,942 96.04% 56.71% 2,558,219 3.96% 2.34% Rupert H. Johnson, Jr. 62,048,960 95.95% 56.66% 2,619,201 4.05% 2.39% J. Michael Luttig 62,146,155 96.10% 56.75% 2,522,006 3.90% 2.30% Larry D. Thompson 62,137,031 96.09% 56.74% 2,531,130 3.91% 2.31% John B. Wilson 62,133,137 96.08% 56.74% 2,535,024 3.92% 2.31% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 44,422,929 68.69% 40.56% 3,601,294 5.57% 4,175,367 6.46% 12,468,574 19.28% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 44,969,456 67.99% 40.15% 3,121,678 4.83% 5,108,452 7.90% 12,468,574 19.28% Y XIV. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Virginia Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 38,227,878 97.56% 62.37% 957,336 2.44% 1.56% Terrence J. Checki 38,312,628 97.77% 62.51% 872,587 2.23% 1.42% Mary C. Choksi 38,409,552 98.02% 62.67% 778,729 1.99% 1.27% Edith E. Holiday 38,348,551 97.86% 62.57% 836,664 2.14% 1.37% Gregory E. Johnson 38,327,862 97.81% 62.54% 857,352 2.19% 1.40% Rupert H. Johnson, Jr. 38,314,887 97.78% 62.52% 870,327 2.22% 1.42% J. Michael Luttig 38,340,576 97.84% 62.56% 844,639 2.16% 1.38% Larry D. Thompson 38,310,854 97.77% 62.51% 874,361 2.23% 1.43% John B. Wilson 38,310,041 97.77% 62.51% 875,174 2.23% 1.43% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 27,272,936 69.60% 44.50% 2,222,082 5.67% 1,099,714 2.81% 8,590,479 21.92% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 27,445,161 70.04% 44.78% 1,634,654 4.17% 1,514,920 3.87% 8,590,479 21.92% Y XV. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Alabama Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 13,925,080 98.15% 54.93% 262,107 1.85% 1.03% Terrence J. Checki 13,885,132 97.87% 54.77% 302,055 2.13% 1.19% Mary C. Choksi 13,903,923 98.00% 54.84% 283,264 2.00% 1.12% Edith E. Holiday 13,915,747 98.09% 54.89% 271,440 1.91% 1.07% Gregory E. Johnson 13,924,721 98.15% 54.92% 262,466 1.85% 1.04% Rupert H. Johnson, Jr. 13,923,683 98.14% 54.92% 263,504 1.86% 1.04% J. Michael Luttig 13,917,679 98.10% 54.90% 269,508 1.90% 1.06% Larry D. Thompson 13,937,625 98.24% 54.98% 249,562 1.76% 0.98% John B. Wilson 13,924,348 98.15% 54.92% 262,839 1.85% 1.04% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 9,996,898 70.46% 39.43% 919,863 6.48% 362,057 2.55% 2,908,370 20.50% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 9,888,990 69.70% 39.01% 794,450 5.60% 595,377 4.20% 2,908,370 20.50% Y XVI. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Florida Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 36,451,480 96.49% 55.17% 1,722,414 4.51% 2.61% Terrence J. Checki 36,470,649 95.54% 55.20% 1,703,245 4.46% 2.58% Mary C. Choksi 36,578,904 95.82% 55.36% 1,594,991 4.18% 2.41% Edith E. Holiday 36,540,874 95.72% 55.30% 1,634,854 4.28% 2.47% Gregory E. Johnson 36,541,567 95.72% 55.31% 1,632,328 4.28% 2.47% Rupert H. Johnson, Jr. 36,332,322 95.18% 54.99% 1,841,573 4.82% 2.79% J. Michael Luttig 36,654,743 96.02% 55.48% 1,517,319 3.97% 2.30% Larry D. Thompson 36,477,511 95.56% 55.21% 1,696,384 4.44% 2.57% John B. Wilson 36,644,655 95.99% 55.46% 1,529,240 4.01% 2.31% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 26,767,422 70.12% 40.51% 2,709,963 7.10% 2,120,647 5.56% 6,575,860 17.23% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 26,980,676 70.68% 40.84% 2,123,958 5.56% 2,493,402 6.53% 6,575,860 17.23% Y XVII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Connecticut Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 17,187,033 96.56% 61.13% 612,978 3.44% 2.18% Terrence J. Checki 17,161,999 96.42% 61.04% 638,012 3.58% 2.27% Mary C. Choksi 17,142,759 96.31% 60.97% 657,252 3.69% 2.34% Edith E. Holiday 17,171,192 96.47% 61.08% 628,819 3.53% 2.24% Gregory E. Johnson 17,234,307 96.82% 61.30% 565,704 3.18% 2.01% Rupert H. Johnson, Jr. 17,193,542 96.59% 61.15% 606,469 3.41% 2.16% J. Michael Luttig 17,211,139 96.69% 61.22% 588,872 3.31% 2.09% Larry D. Thompson 17,205,852 96.66% 61.20% 594,159 3.34% 2.11% John B. Wilson 17,234,747 96.82% 61.30% 565,264 3.18% 2.01% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 12,020,104 67.53% 42.75% 1,238,548 6.96% 697,040 3.92% 3,844,320 21.60% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 12,552,020 70.52% 44,65% 520,117 2.92% 883,554 4.96% 3,844,320 21.60% Y XVIII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Louisiana Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 18,955,085 97.60% 50.15% 465,872 2.40% 1.23% Terrence J. Checki 18,981,400 97.74% 50.22% 439,557 2.26% 1.16% Mary C. Choksi 18,995,777 97.81% 50.26% 425,180 2.19% 1.12% Edith E. Holiday 18,997,832 97.82% 50.26% 423,125 2.18% 1.12% Gregory E. Johnson 18,978,936 97.72% 50.21% 442,021 2.28% 1.17% Rupert H. Johnson, Jr. 18,959,025 97.62% 50.16% 461,932 2.38% 1.22% J. Michael Luttig 18,985,979 97.76% 50.23% 434,978 2.24% 1.15% Larry D. Thompson 18,919,785 97.42% 50.05% 501,172 2.58% 1.33% John B. Wilson 18,973,061 97.69% 50.20% 447,896 2.31% 1.18% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 13,478,100 69.40% 35.66% 1,170,276 6.03% 789,117 4.06% 3,983,468 20.51% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 13,865,571 71.39% 36.68% 646,369 3.33% 925,549 4.77% 3,983,468 20.51% Y XIX. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Maryland Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 27,350,713 96.16% 61.10% 1,092,964 3.84% 2.44% Terrence J. Checki 27,363,168 96.20% 61.13% 1,080,509 3.80% 2.41% Mary C. Choksi 27,503,111 96.69% 61.44% 940,566 3.31% 2.10% Edith E. Holiday 27,500,306 96.68% 61.44% 943,371 3.32% 2.11% Gregory E. Johnson 27,341,933 96.13% 61.08% 1,101,743 3.87% 2.46% Rupert H. Johnson, Jr. 27,349,910 96.15% 61.10% 1,093,767 3.85% 2.44% J. Michael Luttig 27,342,719 96.13% 61.08% 1,100,957 3.87% 2.46% Larry D. Thompson 27,350,570 96.16% 61.10% 1,093,107 3.84% 2.44% John B. Wilson 27,354,689 96.17% 61.11% 1,088,988 3.83% 2.43% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 18,768,177 65.98% 41.93% 1,499.008 5.27% 1,861,415 6.54% 6,315,079 22.20% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 19,503,988 68.57% 43.57% 863.013 3.03% 1,761.597 6.19% 6,315,079 22.20% Y XX. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of North Carolina Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 47,665,517 95.71% 53.26% 2,137,414 4.29% 2.39% Terrence J. Checki 47,750,767 95.88% 53.35% 2,052,164 4.12% 2.29% Mary C. Choksi 47,675,649 95.73% 53.27% 2,127,282 4.27% 2.38% Edith E. Holiday 47,761,161 95.90% 53.37% 2,041,770 4.10% 2.28% Gregory E. Johnson 47,778,983 95.94% 53.39% 2,023,948 4.06% 2.26% Rupert H. Johnson, Jr. 47,844,370 96.07% 53.46% 1,958,560 3.93% 2.19% J. Michael Luttig 47,670,396 95.72% 53.27% 2,132,535 4.28% 2.38% Larry D. Thompson 47,784,551 95.95% 53.39% 2,018,380 4.05% 2.26% John B. Wilson 47,800,825 95.98% 53.41% 2,002,106 4.02% 2.24% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 34,990,862 70.26% 39.10% 2,928,795 5.88% 2,114,596 4.25% 9,768,677 19.61% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 34,209,540 68.69% 38.22% 2,889,787 5.80% 2,934,926 5.89% 9,768,677 19.61% Y XXI. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of New Jersey Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure hereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 52,128,702 96.15% 57.03% 2,089,629 3.85% 2.29% Terrence J. Checki 52,132,521 96.15% 57.04% 2,085,810 3.85% 2.28% Mary C. Choksi 52,183,217 96.25% 57.09% 2,035,113 3.75% 2.23% Edith E. Holiday 52,174,431 96.23% 57.08% 2,043,900 3.77% 2.24% Gregory E. Johnson 52,142,497 96.17% 57.05% 2,075,834 3.83% 2.27% Rupert H. Johnson, Jr. 52,098,893 96.09% 57.00% 2,119,438 3.91% 2.32% J. Michael Luttig 52,186,106 96.25% 57.10% 2,032,224 3.75% 2.22% Larry D. Thompson 52,127,397 96.14% 57.03% 2,090,934 3.86% 2.29% John B. Wilson 52,185,618 96.25% 57.10% 2,032,713 3.75% 2.22% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 36,159,797 66.69% 39.56% 3,621,396 6.68% 2,411,248 4.45% 12,025,886 22.18% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 36,632,698 67.57% 40.08% 2,568,382 4.74% 2,991,365 5.52% 12,025,886 22.18% Y XXII. The Board of Trustees of Franklin Tax-Free Trust (the "Trust"), on behalf of Arizona Tax-Free Income Fund (the "Fund"), a series of the Trust, called a Special Meeting of Shareholders of the Fund (the "Meeting"), and was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California 94403-1906 on October 30, 2017, adjourned on December 15, 2017 and reconvened on December 29, 2017 at 10:00 a.m., Pacific time. During the Meeting, shareholders of the Fund voted on the following Proposals: 1. To elect a Board of Trustees of the Trust. 2. To approve the use of a "manager of managers" structure whereby the Fund's investment manager would be able to hire and replace subadvisers without shareholder approval. 3. To approve an amended fundamental investment restriction regarding investments in commodities. The results of the voting at the Special Shareholder Meeting are as follows: Proposal 1. The election of Board of Trustees for the Trust: For % Voted For % For of Outstanding Shares Withhold % Voted Withhold % Withhold of Outstanding Shares Harris J. Ashton 49,279,434 95.92% 54.13% 2,098,290 4.08% 2.30% Terrence J. Checki 49,419,466 96.19% 54.28% 1,958,259 3.81% 2.15% Mary C. Choksi 49,535,878 96.42% 54.41% 1,841,846 3.58% 2.02% Edith E. Holiday 49,396,480 96.14% 54.25% 1,981,245 3.86% 2.18% Gregory E. Johnson 49,465,725 96.28% 54.33% 1,911,999 3.72% 2.10% Rupert H. Johnson, Jr. 49,554,431 96.45% 54.43% 1,823,293 3.55% 2.00% J. Michael Luttig 49,566,694 96.48% 54.44% 1,811,030 3.52% 1.99% Larry D. Thompson 49,466,760 96.28% 54.33% 1,910,964 3.72% 2.10% John B. Wilson 49,558,024 96.46% 54.43% 1,819,701 3.54% 2.00% Proposal 2. To approve the use of a "manager of managers" structure. For % Voted For % For of Outstanding Shares Against % Voted Against Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 36,288,407 70.63% 39.86% 4,391,906 8.55% 2,770,577 5.39% 7,926,836 15.43% Y Proposal 3. To approve an amended fundamental investment restriction regarding investments in commodities. For % Voted For % For of Outstanding Shares Against % Voted Agai0nst Abstain % Voted Abstain Broker Non-Vote % Broker Non-Vote Passed (Y or N) 35,996,698 70.06% 39.54% 3,875,968 7.54% 3,578,222 6.96% 7,926,836 15.43% Y