EX-99.77C VOTES 7 finalproxy.txt PROXY ATTACHMENT Franklin Investors Securities Trust Meeting of Shareholders, May 26, 2006 A Special Meeting of Shareholders of the Trust was held at the Trust's offices, One Franklin Parkway, San Mateo, California on March 21, 2007 and reconvened on April 11, 2007, May 11, 2007 and May 18, 2007. The purpose of the meeting was to elect Trustees of the Trust and to vote on the following Proposals and Sub- Proposals: to approve an Agreement and Plan of Reorganization that provides for the reorganization of the Trust into a Delaware statutory trust; to approve amendments to certain of Franklin Balanced Fund's, Franklin Convertible Securities Fund's, Franklin Equity Income Fund's, Franklin Limited Maturity U.S. Government Securities Fund's and Franklin Real Return Fund's (each, a "Fund") fundamental investment restrictions (including several Sub-Proposals); to approve the elimination of certain of the Funds' fundamental investment restrictions; and to approve the reclassification of certain of the Fund's investment policies as non-fundamental. At the meeting, the following persons were elected by the shareholders to serve as Independent Trustees of the Trust: Harris J. Ashton, Robert F. Carlson, Sam L. Ginn, Edith E. Holiday, Frank W. T. LaHaye, Frank A. Olson, Larry D. Thompson and John B. Wilson. Charles B. Johnson and Rupert H. Johnson Jr. were elected by the shareholders to serve as Interested Trustees. Shareholders also approved the Agreement and Plan of Reorganization that provides for the reorganization of the Trust into a Delaware statutory trust, amendments to certain of the Funds' fundamental investment restrictions (including several Sub-Proposals), the elimination of certain of the Funds' fundamental investment restrictions and the reclassification of certain of the Fund's investment policies as non-fundamental. No other business was transacted at the meeting. The results of the voting at the meeting are as follows: Proposal 1. The election of Trustees: Name For % of % of Withheld % of % of Outsta Voted Outsta Voted nding Share nding Shares Shares s Shares Harris J. 292,445,9 61.632 98.11 5,625,569 1.185% 1.887% Ashton 77.426 % 3% .981 Robert F. 292,546,6 61.653 98.14 5,524,920 1.164% 1.854% Carlson 27.073 % 6% .334 Sam L. Ginn 292,595,3 61.663 98.16 5,476,195 1.154% 1.837% 51.421 % 3% .986 Edith E. 292,672,3 61.679 98.18 5,399,208 1.138% 1.811% Holiday 39.354 % 9% .053 Frank W. T. 292,242,9 61.589 98.04 5,828,560 1.228% 1.955% LaHaye 86.408 % 5% .999 Frank A. 292,468,1 61.636 98.12 5,603,396 1.181% 1.880% Olson 50.457 % 0% .950 Larry D. 292,820,5 61.711 98.23 5,250,994 1.106% 1.762% Thompson 53.135 % 8% .272 John B. 292,847,2 61.716 98.24 5,224,287 1.101% 1.753% Wilson 59.971 % 7% .436 Charles B. 292,513,0 61.646 98.13 5,558,506 1.171% 1.865% Johnson 40.499 % 5% .908 Rupert H. 292,608,6 61.666 98.16 5,462,894 1.151% 1.833% Johnson Jr. 52.731 % 7% .676 Proposal 2. To approve an Agreement and Plan of Reorganization that provides for the reorganization of the Trust into a Delaware statutory trust: Franklin Shares Voted % of % of Balanced Outstand Voted Fund ing Shares Shares For 1,662,345.64 89.591% 92.539% 6 Against 822.468 .045% .046% Abstain 10,288.378 .554% .573% Broker Non- 122,908.000 6.624% 6.842% votes Total 1,796,364.49 96.814% 100.000 2 % Franklin Shares Voted % of % of Convertibl Outstand Voted e ing Shares Securities Shares Fund For 31,454,096.9 50.653% 75.741% 13 Against 691,552.49 1.114% 1.665% 6 Abstain 1,488,191. 2.397% 3.584% 299 Broker Non- 7,894,796.00 12.713% 19.010% votes 0 Total 41,528,636.7 66.877% 100.000 08 % Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 23,320,522.6 50.816% 78.392% 60 Against 500,252.76 1.090% 1.681% 1 Abstain 1,763,429. 3.842% 5.928% 816 Broker Non- 4,164,582.00 9.075% 13.999% votes 0 Total 29,748,787.2 64.823% 100.000 37 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,589,708.7 55.249% 77.139% 00 Against 281,890.74 1.238% 1.727% 7 Abstain 499,706.40 2.193% 3.062% 9 Broker Non- 2,949,496.00 12.943% 18.072% votes 0 Total 16,320,801.8 71.623% 100.000 56 % Franklin Shares Voted % of % of Real Outstand Voted Return ing Shares Fund Shares For 3,235,214.11 65.012% 78.168% 7 Against 22,131.032 .444% .535% Abstain 151,272.96 3.040% 3.655% 0 Broker Non- 730,162.000 14.673% 17.642% votes Total 4,138,780.10 83.169% 100.000 9 % Proposal 3. To approve amendments to certain of the Funds' fundamental investment restrictions (includes several Sub- Proposals): (a) To amend the Fund's fundamental investment restriction regarding borrowing: Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 17,985,234.6 39.190% 70.708% 23 Against 653,744.08 1.425% 2.570% 0 Abstain 1,230,166. 2.680% 4.836% 122 Broker Non- 5,566,815.00 12.130% 21.886% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,296,391.7 53.962% 75.921% 30 Against 371,530.22 1.631% 2.293% 0 Abstain 567,918.23 2.492% 3.507% 1 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % (b) To amend the Fund's fundamental investment restriction regarding underwriting: Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 18,102,262.6 39.445% 71.168% 64 Against 544,080.63 1.186% 2.139% 2 Abstain 1,222,801. 2.664% 4.807% 529 Broker Non- 5,566,815.00 12.130% 21.886% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,344,930.6 54.175% 76.220% 80 Against 320,605.07 1.407% 1.980% 4 Abstain 570,304.42 2.503% 3.521% 7 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % (c) To amend the Fund's fundamental investment restriction regarding lending: Franklin Shares Voted % of % of Balanced Outstand Voted Fund ing Shares Shares For 1,667,372.66 89.862% 92.876% 5 Against 532.014 .029% .030% Abstain 454.441 .025% .025% Broker Non- 126,901.000 6.839% 7.069% votes Total 1,795,260.12 96.755% 100.000 0 % Franklin Shares Voted % of % of Convertibl Outstand Voted e ing Shares Securities Shares Fund For 26,647,921.9 42.914% 67.591% 75 Against 2,185,655. 3.519% 5.544% 084 Abstain 1,477,073. 2.379% 3.746% 141 Broker Non- 9,114,442.00 14.678% 23.119% votes 0 Total 39,425,092.2 63.490% 100.000 00 % Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 17,991,043.5 39.203% 70.731% 59 Against 668,359.60 1.456% 2.627% 9 Abstain 1,209,741. 2.636% 4.757% 657 Broker Non- 5,566,815.00 12.130% 21.885% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,290,916.3 53.938% 75.887% 45 Against 357,139.07 1.568% 2.205% 1 Abstain 587,784.76 2.579% 3.629% 5 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % Franklin Shares Voted % of % of Real Outstand Voted Return ing Shares Fund Shares For 3,096,052.98 62.215% 75.220% 7 Against 57,108.111 1.148% 1.387% Abstain 100,206.23 2.013% 2.435% 1 Broker Non- 862,655.000 17.336% 20.958% votes Total 4,116,022.32 82.712% 100.000 9 % (d) To amend the Fund's fundamental investment restriction regarding investments in real estate: Franklin Shares Voted % of % of Balanced Outstand Voted Fund ing Shares Shares For 1,659,654.56 89.446% 92.446% 4 Against 3,120.924 .169% .174% Abstain 5,583.632 .301% .311% Broker Non- 126,901.000 6.839% 7.069% votes Total 1,795,260.12 96.755% 100.000 0 % Franklin Shares Voted % of % of Convertibl Outstand Voted e ing Shares Securities Shares Fund For 27,037,611.2 43.541% 68.580% 26 Against 1,892,762. 3.048% 4.801% 245 Abstain 1,380,276. 2.223% 3.501% 729 Broker Non- 9,114,442.00 14.678% 23.118% votes 0 Total 39,425,092.2 63.490% 100.000 00 % Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 18,124,090.8 39.493% 71.254% 89 Against 538,540.07 1.173% 2.117% 8 Abstain 1,206,513. 2.629% 4.744% 858 Broker Non- 5,566,815.00 12.130% 21.885% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,320,762.4 54.069% 76.071% 45 Against 347,669.43 1.526% 2.147% 4 Abstain 567,408.30 2.490% 3.503% 2 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % Franklin Shares Voted % of % of Real Outstand Voted Return ing Shares Fund Shares For 3,089,920.05 62.092% 75.071% 4 Against 53,790.180 1.081% 1.306% Abstain 109,657.09 2.203% 2.665% 5 Broker Non- 862,655.000 17.336% 20.958% votes Total 4,116,022.32 82.712% 100.000 9 % (e) To amend the Fund's fundamental investment restriction regarding investments in commodities: Franklin Shares Voted % of % of Convertibl Outstand Voted e ing Shares Securities Shares Fund For 26,654,007.2 42.923% 67.607% 17 Against 2,227,314. 3.587% 5.649% 175 Abstain 1,429,328. 2.302% 3.626% 808 Broker Non- 9,114,442.00 14.678% 23.118% votes 0 Total 39,425,092.2 63.490% 100.000 00 % Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 17,904,327.2 39.014% 70.390% 57 Against 760,898.13 1.658% 2.991% 4 Abstain 1,203,919. 2.623% 4.734% 434 Broker Non- 5,566,815.00 12.130% 21.885% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,242,371.9 53.725% 75.587% 98 Against 408,039.98 1.791% 2.519% 2 Abstain 585,428.20 2.569% 3.615% 1 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % Franklin Shares Voted % of % of Real Outstand Voted Return ing Shares Fund Shares For 3,091,129.35 62.116% 75.100% 0 Against 61,333.459 1.233% 1.490% Abstain 100,904.52 2.027% 2.452% 0 Broker Non- 862,655.000 17.336% 20.958% votes Total 4,116,022.32 82.712% 100.000 9 % (f) To amend the Fund's fundamental investment restriction regarding issuing senior securities: Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 18,067,845.1 39.370% 71.033% 53 Against 568,171.66 1.238% 2.233% 1 Abstain 1,233,128. 2.687% 4.849% 011 Broker Non- 5,566,815.00 12.130% 21.885% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,252,051.4 53.768% 75.647% 86 Against 398,251.74 1.747% 2.459% 6 Abstain 585,536.94 2.570% 3.615% 9 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % (g) To amend the Fund's fundamental investment restriction regarding industry concentration: Franklin Shares Voted % of % of Convertibl Outstand Voted e ing Shares Securities Shares Fund For 27,023,146.5 43.518% 68.543% 37 Against 1,884,049. 3.034% 4.779% 614 Abstain 1,403,454. 2.260% 3.560% 049 Broker Non- 9,114,442.00 14.678% 23.118% votes 0 Total 39,425,092.2 63.490% 100.000 00 % Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 18,116,494.0 39.476% 71.224% 38 Against 549,724.68 1.198% 2.161% 4 Abstain 1,202,926. 2.621% 4.729% 103 Broker Non- 5,566,815.00 12.130% 21.886% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,294,910.1 53.956% 75.911% 53 Against 337,531.31 1.481% 2.084% 3 Abstain 603,398.71 2.648% 3.726% 5 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % (h) To amend the Fund's fundamental investment restriction regarding diversification of investments: Franklin Shares Voted % of % of Convertibl Outstand Voted e ing Shares Securities Shares Fund For 27,225,603.7 43.844% 69.057% 79 Against 1,756,620. 2.829% 4.455% 991 Abstain 1,328,425. 2.139% 3.370% 430 Broker Non- 9,114,442.00 14.678% 23.118% votes 0 Total 39,425,092.2 63.490% 100.000 00 % Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 18,295,640.7 39.866% 71.928% 77 Against 441,150.98 .962% 1.735% 1 Abstain 1,132,353. 2.467% 4.451% 067 Broker Non- 5,566,815.00 12.130% 21.886% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,394,304.7 54.392% 76.525% 04 Against 295,094.73 1.295% 1.822% 9 Abstain 546,440.73 2.398% 3.374% 8 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % Proposal 4. To approve the elimination of certain of the Fund's fundamental investment restrictions: Franklin Shares Voted % of % of Equity Outstand Voted Income ing Shares Fund Shares For 17,793,519.1 38.772% 69.954% 42 Against 758,431.87 1.653% 2.982% 5 Abstain 1,317,193. 2.870% 5.178% 808 Broker Non- 5,566,815.00 12.130% 21.886% votes 0 Total 25,435,959.8 55.425% 100.000 25 % Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,268,611.4 53.840% 75.749% 40 Against 462,270.44 2.029% 2.854% 4 Abstain 504,958.29 2.216% 3.118% 7 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % Proposal 5. To approve the reclassification of certain of the Fund's investment policies as non-fundamental: Franklin Shares Voted % of % of Limited Outstand Voted Maturity ing Shares U.S. Shares Government Securities Fund For 12,125,961.5 53.214% 74.868% 82 582531,147.1 41 Against 531,147.14 2.331% 3.280% 1 Abstain 578,731.45 2.540% 3.573% 8 Broker Non- 2,960,559.00 12.992% 18.279% votes 0 Total 16,196,399.1 71.077% 100.000 81 % Franklin Investors Securities Trust Meeting of Shareholders, May 26, 2006 A Special Meeting of Shareholders of the Trust was held at the Trust's offices, One Franklin Parkway, San Mateo, California on March 21, 2007 and reconvened on April 11, 2007, May 11, 2007, May 18, 2007 and May 20, 2007. The purpose of the meeting was to elect Trustees of the Trust and to vote on the following Proposals and Sub-Proposals: to approve an Agreement and Plan of Reorganization that provides for the reorganization of the Trust into a Delaware statutory trust; and to approve amendments to certain of Franklin Adjustable U.S. Government Securities Fund's, Franklin Floating Rate Daily Access Fund's, Franklin Low Duration Total Return Fund's and Franklin Total Return Fund's (each, a "Fund") fundamental investment restrictions (including several Sub-Proposals). At the meeting, the following persons were elected by the shareholders to serve as Independent Trustees of the Trust: Harris J. Ashton, Robert F. Carlson, Sam L. Ginn, Edith E. Holiday, Frank W. T. LaHaye, Frank A. Olson, Larry D. Thompson and John B. Wilson. Charles B. Johnson and Rupert H. Johnson Jr. were elected by the shareholders to serve as Interested Trustees. Shareholders also approved the Agreement and Plan of Reorganization that provides for the reorganization of the Trust into a Delaware statutory trust and amendments to certain of the Funds' fundamental investment restrictions (including several Sub-Proposals). No other business was transacted at the meeting. The results of the voting at the meeting are as follows: Proposal 1. The election of Trustees: Name For % of % of Withheld % of % of Outsta Voted Outsta Voted nding Share nding Shares Shares s Shares Harris J. 292,445,9 61.632 98.11 5,625,569 1.185% 1.887% Ashton 77.426 % 3% .981 Robert F. 292,546,6 61.653 98.14 5,524,920 1.164% 1.854% Carlson 27.073 % 6% .334 Sam L. Ginn 292,595,3 61.663 98.16 5,476,195 1.154% 1.837% 51.421 % 3% .986 Edith E. 292,672,3 61.679 98.18 5,399,208 1.138% 1.811% Holiday 39.354 % 9% .053 Frank W. T. 292,242,9 61.589 98.04 5,828,560 1.228% 1.955% LaHaye 86.408 % 5% .999 Frank A. 292,468,1 61.636 98.12 5,603,396 1.181% 1.880% Olson 50.457 % 0% .950 Larry D. 292,820,5 61.711 98.23 5,250,994 1.106% 1.762% Thompson 53.135 % 8% .272 John B. 292,847,2 61.716 98.24 5,224,287 1.101% 1.753% Wilson 59.971 % 7% .436 Charles B. 292,513,0 61.646 98.13 5,558,506 1.171% 1.865% Johnson 40.499 % 5% .908 Rupert H. 292,608,6 61.666 98.16 5,462,894 1.151% 1.833% Johnson Jr. 52.731 % 7% .676 Proposal 2. To approve an Agreement and Plan of Reorganization that provides for the reorganization of the Trust into a Delaware statutory trust: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,783,699.5 52.087% 73.758% 77 Against 562,521.75 1.345% 1.905% 0 Abstain 1,298,960. 3.106% 4.398% 636 Broker Non- 5,888,855.00 14.081% 19.939% votes 0 %% Total 29,534,036.9 70.619% 100.000 63 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 109,848,438. 50.593% 70.854% 982 Against 3,377,043. 1.555% 2.178% 165 Abstain 9,473,515. 4.364% 6.111% 092 Broker Non- 32,336,503.0 14.893% 20.857% votes 00 Total 155,035,500. 71.405% 100.000 239 % Franklin Shares Voted % of % of Low Outstand Voted Duration ing Shares Total Shares Return Fund For 794,541.269 64.415% 76.767% Against 16,538.567 1.341% 1.598% Abstain 10,542.917 .854% 1.019% Broker Non- 213,375.000 17.298% 20.616% votes Total 1,034,997.75 83.908% 100.000 3 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 48,159,896.4 62.772% 86.530% 21 Against 393,869.56 .513% .708% 9 Abstain 1,255,755. 1.637% 2.256% 960 Broker Non- 5,847,265.00 7.621% 10.506% votes 0 Total 55,656,786.9 72.543% 100.000 50 % Proposal 3. To approve amendments to certain of the Funds' fundamental investment restrictions (includes several Sub- Proposals): (a) To amend the Fund's fundamental investment restriction regarding borrowing: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,429,546.5 51.241% 72.713% 03 Against 790,529.59 1.890% 2.682% 1 Abstain 1,359,959. 3.252% 4.615% 907 Broker Non- 5,891,545.00 14.087% 19.990% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 107,869,335. 49.681% 69.577% 595 Against 5,274,909. 2.430% 3.403% 372 Abstain 9,554,752. 4.401% 6.162% 272 Broker Non- 32,336,503.0 14.893% 20.858% votes 00 Total 155,035,500. 71.405% 100.000 239 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 48,159,896.4 62.772% 86.530% 21 Against 393,869.56 .513% .708% 9 Abstain 1,255,755. 1.637% 2.256% 960 Broker Non- 5,847,265.00 7.621% 10.506% votes 0 Total 55,656,786.9 72.543% 100.000 50 % (b) To amend the Fund's fundamental investment restriction regarding underwriting: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,464,976.8 51.325% 72.833% 37 Against 712,260.55 1.703% 2.417% 9 Abstain 1,402,798. 3.355% 4.760% 605 Broker Non- 5,891,545.00 14.087% 19.990% votes 0 Total 29,471,581.0 70.470% 100.000 01 % (c) To amend the Fund's fundamental investment restriction regarding lending: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,526,472.5 51.472% 73.041% 69 Against 757,870.70 1.813% 2.572% 5 Abstain 1,295,692. 3.098% 4.396% 727 Broker Non- 5,891,545.00 14.087% 19.991% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 108,378,383. 49.916% 69.906% 623 Against 4,854,792. 2.236% 3.131% 610 Abstain 9,465,821. 4.360% 6.106% 006 Broker Non- 32,336,503.0 14.893% 20.857% votes 00 Total 155,035,500. 71.405% 100.000 239 % Franklin Shares Voted % of % of Low Outstand Voted Duration ing Shares Total Shares Return Fund For 725,828.561 58.843% 74.273% Against 9,934.524 .806% 1.017% Abstain 21,978.856 1.781% 2.249% Broker Non- 219,502.000 17.796% 22.461% votes Total 977,243.941 79.226% 100.000 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 45,761,331.6 59.646% 84.891% 57 Against 566,572.68 .738% 1.051% 4 Abstain 1,024,961. 1.336% 1.901% 091 Broker Non- 6,553,410.00 8.542% 12.157% votes 0 Total 53,906,275.4 70.262% 100.000 32 % (d) To amend the Fund's fundamental investment restriction regarding investments in real estate: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,541,678.7 51.509% 73.093% 70 Against 724,421.56 1.732% 2.458% 5 Abstain 1,313,935. 3.142% 4.458% 666 Broker Non- 5,891,545.00 14.087% 19.991% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 108,287,925. 49.874% 69.847% 121 Against 5,091,085. 2.345% 3.284% 818 Abstain 9,319,986. 4.293% 6.011% 300 Broker Non- 32,336,503.0 14.893% 20.858% votes 00 Total 155,035,500. 71.405% 100.000 239 % Franklin Shares Voted % of % of Low Outstand Voted Duration ing Shares Total Shares Return Fund For 722,475.242 58.571% 73.930% Against 25,689.388 2.083% 2.629% Abstain 9,577.311 .776% .980% Broker Non- 219,502.000 17.796% 22.461% votes Total 977,243.941 79.226% 100.000 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 45,962,268.9 59.907% 85.263% 00 Against 451,365.11 .589% .838% 5 Abstain 939,231.41 1.224% 1.742% 7 Broker Non- 6,553,410.00 8.542% 12.157% votes 0 Total 53,906,275.4 70.262% 100.000 32 % (e) To amend the Fund's fundamental investment restriction regarding investments in commodities: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,350,922.4 51.053% 72.446% 52 Against 833,197.12 1.992% 2.827% 1 Abstain 1,395,916. 3.338% 4.737% 428 Broker Non- 5,891,545.00 14.087% 19.990% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 108,066,812. 49.772% 69.705% 850 Against 5,186,769. 2.389% 3.345% 236 Abstain 9,445,415. 4.351% 6.093% 153 Broker Non- 32,336,503.0 14.893% 20.857% votes 00 Total 155,035,500. 71.405% 100.000 239 % Franklin Shares Voted % of % of Low Outstand Voted Duration ing Shares Total Shares Return Fund For 722,035.339 58.536% 73.885% Against 25,777.784 2.090% 2.638% Abstain 9,928.818 .804% 1.016% Broker Non- 219,502.000 17.796% 22.461% votes Total 977,243.941 79.226% 100.000 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 45,670,163.3 59.527% 84.721% 65 Against 639,383.38 .833% 1.187% 0 Abstain 1,043,318. 1.360% 1.935% 687 Broker Non- 6,553,410.00 8.542% 12.157% votes 0 Total 53,906,275.4 70.262% 100.000 32 % (f) To amend the Fund's fundamental investment restriction regarding issuing senior securities: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,421,017.0 51.220% 72.684% 73 Against 727,734.62 1.740% 2.469% 9 Abstain 1,431,284. 3.423% 4.857% 299 Broker Non- 5,891,545.00 14.087% 19.990% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 108,817,833. 50.118% 70.189% 538 Against 4,433,878. 2.042% 2.860% 967 Abstain 9,447,284. 4.352% 6.094% 734 Broker Non- 32,336,503.0 14.893% 20.857% votes 00 Total 155,035,500. 71.405% 100.000 239 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 45,801,110.0 59.697% 84.964% 28 Against 506,704.10 .661% .940% 6 Abstain 1,045,051. 1.362% 1.939% 298 Broker Non- 6,553,410.00 8.542% 12.157% votes 0 Total 53,906,275.4 70.262% 100.000 32 % (g) To amend the Fund's fundamental investment restriction regarding industry concentration: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,443,963.4 51.275% 72.761% 53 Against 728,294.26 1.741% 2.472% 5 Abstain 1,407,778. 3.367% 4.776% 283 Broker Non- 5,891,545.00 14.087% 19.991% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Floating Outstand Voted Rate Daily ing Shares Access Shares Fund For 108,187,558. 49.828% 69.782% 380 Against 4,823,812. 2.222% 3.112% 099 Abstain 9,687,626. 4.462% 6.248% 760 Broker Non- 32,336,503.0 14.893% 20.858% votes 00 Total 155,035,500. 71.405% 100.000 239 % (h) To amend the Fund's fundamental investment restriction regarding diversification of investments: Franklin Shares Voted % of % of Adjustable Outstand Voted U.S. ing Shares Government Shares Securities Fund For 21,645,298.0 51.756% 73.445% 42 Against 601,087.20 1.438% 2.039% 7 Abstain 1,333,650. 3.189% 4.526% 752 Broker Non- 5,891,545.00 14.087% 19.990% votes 0 Total 29,471,581.0 70.470% 100.000 01 % Franklin Shares Voted % of % of Total Outstand Voted Return ing Shares Fund Shares For 45,992,529.3 59.947% 85.319% 88 Against 382,805.06 .499% .711% 7 Abstain 977,530.97 1.274% 1.813% 7 Broker Non- 6,553,410.00 8.542% 12.157% votes 0 Total 53,906,275.4 70.262% 100.000 32 %