Franklin Mutual Recovery Fund (FMRAX) N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number   811-21306   

Franklin Mutual Recovery Fund

(Exact name of registrant as specified in charter)

101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789

(Address of principal executive offices) (Zip code)

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code: (973) 912-2086           

Date of fiscal year end:      3/31       

Date of reporting period:   6/30/13        

Item 1. Proxy Voting Records.

ALLEGHANY CORPORATION Meeting Date:  APR 26, 2013 Record Date:  MAR 01, 2013 Meeting Type:  ANNUAL
Ticker:  Y Security ID:  017175100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director Stephen P. Bradley	Management	For	For
1b	Elect Director Karen Brenner	Management	For	For
1c	Elect Director Thomas S. Johnson	Management	For	For
1d	Elect Director James F. Will	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For

AVON PRODUCTS, INC. Meeting Date:  MAY 02, 2013 Record Date:  MAR 15, 2013 Meeting Type:  ANNUAL
Ticker:  AVP Security ID:  054303102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Douglas R. Conant	Management	For	For
1.2	Elect Director W. Don Cornwell	Management	For	For
1.3	Elect Director V. Ann Hailey	Management	For	For
1.4	Elect Director Fred Hassan	Management	For	Withhold
1.5	Elect Director Maria Elena Lagomasino	Management	For	For
1.6	Elect Director Sheri S. McCoy	Management	For	For
1.7	Elect Director Ann S. Moore	Management	For	For
1.8	Elect Director Charles H. Noski	Management	For	For
1.9	Elect Director Gary M. Rodkin	Management	For	For
1.10	Elect Director Paula Stern	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
3	Approve Omnibus Stock Plan	Management	For	For
4	Approve Executive Incentive Bonus Plan	Management	For	For
5	Ratify Auditors	Management	For	For
6	Report on Safer Substitutes for Product Ingredients	Shareholder	Against	Against

BP PLC Meeting Date:  APR 11, 2013 Record Date:  APR 09, 2013 Meeting Type:  ANNUAL
Ticker:  BP. Security ID:  G12793108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Accept Financial Statements and Statutory Reports	Management	For	For
2	Approve Remuneration Report	Management	For	For
3	Re-elect Bob Dudley as Director	Management	For	For
4	Re-elect Iain Conn as Director	Management	For	For
5	Re-elect Dr Brian Gilvary as Director	Management	For	For
6	Re-elect Paul Anderson as Director	Management	For	For
7	Re-elect Frank Bowman as Director	Management	For	For
8	Re-elect Antony Burgmans as Director	Management	For	For
9	Re-elect Cynthia Carroll as Director	Management	For	For
10	Re-elect George David as Director	Management	For	For
11	Re-elect Ian Davis as Director	Management	For	For
12	Re-elect Dame Ann Dowling as Director	Management	For	For
13	Re-elect Brendan Nelson as Director	Management	For	For
14	Re-elect Phuthuma Nhleko as Director	Management	For	For
15	Re-elect Andrew Shilston as Director	Management	For	For
16	Re-elect Carl-Henric Svanberg as Director	Management	For	For
17	Reappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration	Management	For	For
18	Authorise Market Purchase of Ordinary Shares	Management	For	For
19	Authorise Issue of Equity with Pre-emptive Rights	Management	For	For
20	Authorise Issue of Equity without Pre-emptive Rights	Management	For	For
21	Authorise the Company to Call EGM with Two Weeks' Notice	Management	For	For

CABLE & WIRELESS COMMUNICATIONS PLC Meeting Date:  JUL 20, 2012 Record Date:  JUL 18, 2012 Meeting Type:  ANNUAL
Ticker:  CWC Security ID:  G1839G102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Accept Financial Statements and Statutory Reports	Management	For	For
2	Approve Remuneration Report	Management	For	For
3	Re-elect Sir Richard Lapthorne as Director	Management	For	For
4	Re-elect Simon Ball as Director	Management	For	For
5	Re-elect Nick Cooper as Director	Management	For	For
6	Elect Mark Hamlin as Director	Management	For	For
7	Re-elect Tim Pennington as Director	Management	For	For
8	Elect Alison Platt as Director	Management	For	For
9	Re-elect Tony Rice as Director	Management	For	For
10	Re-elect Ian Tyler as Director	Management	For	For
11	Reappoint KPMG Audit plc as Auditors	Management	For	For
12	Authorise Board to Fix Remuneration of Auditors	Management	For	For
13	Approve Final Dividend	Management	For	For
14	Authorise Issue of Equity with Pre-emptive Rights	Management	For	For
15	Authorise Issue of Equity without Pre-emptive Rights	Management	For	For
16	Authorise Market Purchase of Ordinary Shares	Management	For	For
17	Authorise the Company to Call EGM with Two Weeks' Notice	Management	For	For

CAIRN ENERGY PLC Meeting Date:  MAY 16, 2013 Record Date:  MAY 14, 2013 Meeting Type:  ANNUAL
Ticker:  CNE Security ID:  G17528269
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Accept Financial Statements and Statutory Reports	Management	For	For
2	Approve Remuneration Report	Management	For	For
3	Appoint PricewaterhouseCoopers LLP as Auditors	Management	For	For
4	Authorise Board to Fix Remuneration of Auditors	Management	For	For
5	Re-elect Sir Bill Gammell as Director	Management	For	For
6	Re-elect Todd Hunt as Director	Management	For	For
7	Re-elect Iain McLaren as Director	Management	For	For
8	Re-elect Dr James Buckee as Director	Management	For	For
9	Re-elect Alexander Berger as Director	Management	For	For
10	Re-elect Jacqueline Sheppard as Director	Management	For	For
11	Re-elect Simon Thomson as Director	Management	For	For
12	Re-elect Dr Mike Watts as Director	Management	For	For
13	Re-elect Jann Brown as Director	Management	For	For
14	Authorise Issue of Equity with Pre-emptive Rights	Management	For	For
15	Authorise Issue of Equity without Pre-emptive Rights	Management	For	For
16	Authorise Market Purchase of Ordinary Shares	Management	For	For
17	Authorise the Company to Call EGM with Two Weeks' Notice	Management	For	For
18	Approve Any Disposals by the Company or Any Subsidiary Undertaking of the Company of Any or All Shares in Cairn India Limited	Management	For	For

CAPMARK FINANCIAL GROUP INC. Meeting Date:  APR 11, 2013 Record Date:  MAR 06, 2013 Meeting Type:  ANNUAL
Ticker:  CPMK Security ID:  140661109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Director Charles H. Cremens	Management	For	For
1.2	Elect Director Eugene I. Davis	Management	For	For
1.3	Elect Director Thomas L. Fairfield	Management	For	For
1.4	Elect Director William C. Gallagher	Management	For	For
1.5	Elect Director Michael Hegarty	Management	For	For
1.6	Elect Director Thomas F. Maher	Management	For	For
1.7	Elect Director John S. Poelker	Management	For	For
1.8	Elect Director Scott A. Schroepfer	Management	For	For

CHECK POINT SOFTWARE TECHNOLOGIES LTD. Meeting Date:  JUN 25, 2013 Record Date:  MAY 17, 2013 Meeting Type:  ANNUAL
Ticker:  CHKP Security ID:  M22465104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Reelect Six Directors	Management	For	For
2	Approve Auditors and Authorize Board to Fix Their Remuneration; Review Consolidated Financial Statements	Management	For	For
3	Approve Executive Compensation Policy	Management	For	For
4	Approve Compensation of Chairman/CEO	Management	For	Against
A	Vote FOR if you are a controlling shareholder or have a personal interest in item; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager.	Management	None	Against

CIT GROUP INC. Meeting Date:  MAY 14, 2013 Record Date:  MAR 18, 2013 Meeting Type:  ANNUAL
Ticker:  CIT Security ID:  125581801
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director John A. Thain	Management	For	For
1b	Elect Director Michael J. Embler	Management	For	For
1c	Elect Director William M. Freeman	Management	For	For
1d	Elect Director David M. Moffett	Management	For	For
1e	Elect Director R. Brad Oates	Management	For	For
1f	Elect Director Marianne Miller Parrs	Management	For	For
1g	Elect Director Gerald Rosenfeld	Management	For	For
1h	Elect Director John R. Ryan	Management	For	For
1i	Elect Director Seymour Sternberg	Management	For	For
1j	Elect Director Peter J. Tobin	Management	For	For
1k	Elect Director Laura S. Unger	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For

COCA-COLA ENTERPRISES, INC. Meeting Date:  APR 23, 2013 Record Date:  FEB 25, 2013 Meeting Type:  ANNUAL
Ticker:  CCE Security ID:  19122T109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Jan Bennink	Management	For	For
1.2	Elect Director John F. Brock	Management	For	For
1.3	Elect Director Calvin Darden	Management	For	For
1.4	Elect Director L. Phillip Humann	Management	For	For
1.5	Elect Director Orrin H. Ingram, II	Management	For	For
1.6	Elect Director Thomas H. Johnson	Management	For	For
1.7	Elect Director Suzanne B. Labarge	Management	For	For
1.8	Elect Director Veronique Morali	Management	For	For
1.9	Elect Director Andrea L. Saia	Management	For	For
1.10	Elect Director Garry Watts	Management	For	For
1.11	Elect Director Curtis R. Welling	Management	For	For
1.12	Elect Director Phoebe A. Wood	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
3	Ratify Auditors	Management	For	For

CVS CAREMARK CORPORATION Meeting Date:  MAY 09, 2013 Record Date:  MAR 13, 2013 Meeting Type:  ANNUAL
Ticker:  CVS Security ID:  126650100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director C. David Brown II	Management	For	For
1.2	Elect Director David W. Dorman	Management	For	For
1.3	Elect Director Anne M. Finucane	Management	For	For
1.4	Elect Director Kristen Gibney Williams	Management	For	For
1.5	Elect Director Larry J. Merlo	Management	For	For
1.6	Elect Director Jean-Pierre Millon	Management	For	For
1.7	Elect Director Richard J. Swift	Management	For	For
1.8	Elect Director William C. Weldon	Management	For	For
1.9	Elect Director Tony L. White	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Amend Qualified Employee Stock Purchase Plan	Management	For	For
5	Reduce Vote Requirement Under the Fair Price Provision	Management	For	For
6	Report on Political Contributions	Shareholder	Against	Against
7	Pro-rata Vesting of Equity Awards	Shareholder	Against	Against
8	Report on Lobbying Payments and Policy	Shareholder	Against	Against

DEEPOCEAN GROUP HOLDING AS Meeting Date:  JUL 31, 2012 Record Date:   Meeting Type:  SPECIAL
Ticker:  DEEP Security ID:  B0LSBG5
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Open Meeting; Registration of Attending Shareholders and Proxies	Management	None	None
2	Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting	Management	For	For
3	Approve Notice of Meeting and Agenda	Management	For	For
4	Approve Relocation of Ultimate Parent Company	Management	For	For
5	Change Accounting Standards from US GAAP to IFRS	Management	For	For
6	Approval of Signatory Rights	Management	For	For
7	Amend Articles of Association	Management	For	For

DEEPOCEAN GROUP HOLDING AS Meeting Date:  SEP 28, 2012 Record Date:   Meeting Type:  SPECIAL
Ticker:  DEEP Security ID:  B0LSBG5
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Open Meeting; Registration of Attending Shareholders and Proxies	Management	None	None
2	Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting	Management	For	For
3	Approve Notice of Meeting and Agenda	Management	For	For
4	Approve Relocation of Ultimate Parent Company	Management	For	For

DEEPOCEAN GROUP HOLDING AS Meeting Date:  JUN 14, 2013 Record Date:   Meeting Type:  ANNUAL
Ticker:  DEEP Security ID:  47X994223
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Opening and Announcements	Management	For	For
2	Elect Chairman and Secretary of Meeting	Management	For	For
3	Approve Agenda	Management	For	For
4	Approve Financial Statements and Statutory Reports; Approve Allocation of Income	Management	For	For
5	Approve Annual Report and Discharge of Board and President	Management	For	For
6a	Approve Remuneration of Directors Until June 2013	Management	For	Against
6b	Approve Remuneration of Directors From July 2013	Management	For	Against
7	Amend Articles Re: Board Related	Management	For	For
8	Approve Amendment to Shareholders' Agreement	Management	For	For
9	Close Meeting	Management	None	None

DELTA LLOYD NV Meeting Date:  MAY 23, 2013 Record Date:  APR 25, 2013 Meeting Type:  ANNUAL
Ticker:  DL Security ID:  N25633103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Open Meeting and Receive Announcements	Management	None	None
2	Receive Report of Management Board (Non-Voting)	Management	None	None
3a	Approve Financial Statements and Allocation of Income	Management	For	For
3b	Receive Explanation on Company's Reserves and Dividend Policy	Management	None	None
3c	Approve Dividends of EUR 1.03 Per Share	Management	For	For
4a	Approve Discharge of Management Board	Management	For	For
4b	Approve Discharge of Supervisory Board	Management	For	For
5a	Announce Vacancies on the Board	Management	None	None
5b	Opportunity to Make Recommendations	Management	None	None
5c	Announce Intention to elect Clara C. Streit to Supervisory Board	Management	None	None
5d	Elect Clara C. Streit to Supervisory Board	Management	For	For
5e	Announce Vacancies on the Board Arising in 2014	Management	None	None
6	Approve Amendments to Remuneration Policy for Management Board Members	Management	For	For
7	Amend Articles Re: Legislative Changes and Removal of Provisions Regarding Aviva	Management	For	For
8a	Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger	Management	For	For
8b	Authorize Board to Exclude Preemptive Rights from Issuance under Item 8a	Management	For	For
9	Authorize Repurchase of Up to 10 Percent of Issued Share Capital	Management	For	For
10	Allow Questions and Close Meeting	Management	None	None

DIRECT LINE INSURANCE GROUP PLC Meeting Date:  JUN 06, 2013 Record Date:  JUN 04, 2013 Meeting Type:  ANNUAL
Ticker:  DLG Security ID:  ADPC01615
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Accept Financial Statements and Statutory Reports	Management	For	For
2	Approve Remuneration Report	Management	For	For
3	Approve Final Dividend	Management	For	For
4	Elect Mike Biggs as Director	Management	For	For
5	Elect Paul Geddes as Director	Management	For	For
6	Elect Jane Hanson as Director	Management	For	For
7	Elect Glyn Jones as Director	Management	For	For
8	Elect Andrew Palmer as Director	Management	For	For
9	Elect John Reizenstein as Director	Management	For	For
10	Elect Clare Thompson as Director	Management	For	For
11	Elect Priscilla Vacassin as Director	Management	For	For
12	Elect Bruce Van Saun as Director	Management	For	For
13	Appoint Deloitte LLP as Auditors	Management	For	For
14	Authorise the Audit Committee to Fix Remuneration of Auditors	Management	For	For
15	Authorise Issue of Equity with Pre-emptive Rights	Management	For	For
16	Authorise Issue of Equity without Pre-emptive Rights	Management	For	For
17	Authorise Market Purchase of Ordinary Shares	Management	For	For
18	Authorise the Company to Call EGM with Two Weeks' Notice	Management	For	For
19	Authorise EU Political Donations and Expenditure	Management	For	For

ECHO ENTERTAINMENT GROUP LTD. Meeting Date:  OCT 25, 2012 Record Date:  OCT 23, 2012 Meeting Type:  ANNUAL
Ticker:  EGP Security ID:  Q3383N102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
2	Approve the Adoption of the Remuneration Report	Management	For	For
3	Elect John O'Neill as Director	Management	For	For
4	Elect John Redmond as Director	Management	For	For
5	Elect Anne Brennan as Director	Management	For	For
6	***WITHDRAWN RESOLUTION*** Approve the Grant of CEO Performance Rights to Lawrence Mullin, Managing Director and Chief Executive Officer of the Company	Management	None	None
7	Approve the Grant of CFO Performance Rights to Matthias Bekier, Chief Financial Officer and Executive Director of the Company	Management	For	For

FUGRO NV Meeting Date:  MAY 08, 2013 Record Date:  APR 10, 2013 Meeting Type:  ANNUAL
Ticker:  FUR Security ID:  N3385Q197
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Open Meeting	Management	None	None
2	Receive Report of Management Board and Supervisory Board (Non-Voting)	Management	None	None
3	Adopt Financial Statements	Management	For	For
4	Approve Discharge of Management Board	Management	For	For
5	Approve Discharge of Supervisory Board	Management	For	For
6	Approve Dividends of EUR 2.00 Per Share	Management	For	For
7a	Reelect M. Helmes to Supervisory Board	Management	For	For
7b	Elect J.C.M. Schonfeld to Supervisory Board	Management	For	For
8	Elect S.J. Thomson to Executive Board	Management	For	For
9	Authorize Repurchase of Up to 10 Percent of Issued Share Capital	Management	For	For
10a)	Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger	Management	For	For
10b)	Authorize Board to Exclude Preemptive Rights from Issuance under Item 10a	Management	For	For
11	Other Business (Non-Voting)	Management	None	None
12	Close Meeting	Management	None	None

GRAINCORP LTD. Meeting Date:  DEC 20, 2012 Record Date:  DEC 18, 2012 Meeting Type:  ANNUAL
Ticker:  GNC Security ID:  Q42655102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
2	Approve the Adoption of the Remuneration Report	Management	For	For
3.1	Elect Don Taylor as a Director	Management	For	For
3.2	Elect David Trebeck as a Director	Management	For	For
3.3	Elect Donald McGauchie as a Director	Management	For	For
4	Approve the Amendment to the Terms of Rights Issued under the Long Term Incentive Plan and Deferred Equity Plan to Allow the Board to Issue Shares to Satisfy Vested Rights	Management	For	For
5	Approve the Provision of Financial Assistance in Relation to the Acquisition by GrainCorp Operations Ltd of Certain Companies	Management	For	For

HEWLETT-PACKARD COMPANY Meeting Date:  MAR 20, 2013 Record Date:  JAN 22, 2013 Meeting Type:  ANNUAL
Ticker:  HPQ Security ID:  428236103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Marc L. Andreessen	Management	For	Against
1.2	Elect Director Shumeet Banerji	Management	For	For
1.3	Elect Director Rajiv L. Gupta	Management	For	Against
1.4	Elect Director John H. Hammergren	Management	For	Against
1.5	Elect Director Raymond J. Lane	Management	For	For
1.6	Elect Director Ann M. Livermore	Management	For	For
1.7	Elect Director Gary M. Reiner	Management	For	For
1.8	Elect Director Patricia F. Russo	Management	For	For
1.9	Elect Director G. Kennedy Thompson	Management	For	Against
1.10	Elect Director Margaret C. Whitman	Management	For	For
1.11	Elect Director Ralph V. Whitworth	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Provide Proxy Access Right	Management	For	For
5	Amend Omnibus Stock Plan	Management	For	For
6	Establish Environmental/Social Issue Board Committee	Shareholder	Against	Against
7	Amend Human Rights Policies	Shareholder	Against	Against
8	Stock Retention/Holding Period	Shareholder	Against	Against

HOSPIRA, INC. Meeting Date:  MAY 08, 2013 Record Date:  MAR 11, 2013 Meeting Type:  ANNUAL
Ticker:  HSP Security ID:  441060100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director Connie R. Curran	Management	For	For
1b	Elect Director William G. Dempsey	Management	For	For
1c	Elect Director Dennis M. Fenton	Management	For	For
1d	Elect Director Heino von Prondzynski	Management	For	For
1e	Elect Director Mark F. Wheeler	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
3	Ratify Auditors	Management	For	For
4	Provide Right to Act by Written Consent	Shareholder	Against	For

HUNTINGTON INGALLS INDUSTRIES, INC. Meeting Date:  MAY 01, 2013 Record Date:  MAR 07, 2013 Meeting Type:  ANNUAL
Ticker:  HII Security ID:  446413106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Robert F. Bruner	Management	For	For
1.2	Elect Director Artur G. Davis	Management	For	For
1.3	Elect Director Thomas B. Fargo	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For

ING GROEP NV Meeting Date:  MAY 13, 2013 Record Date:  APR 15, 2013 Meeting Type:  ANNUAL
Ticker:  INGA Security ID:  N4578E413
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Open Meeting	Management	None	None
2a	Receive Report of Management Board (Non-Voting)	Management	None	None
2b	Receive Report of Supervisory Board (Non-Voting)	Management	None	None
2c	Adopt Financial Statements	Management	For	For
2d	Receive Announcement Re: Discontinuation of Dutch Translation Annual Reports	Management	None	None
3	Receive Explanation on Company's Reserves and Dividend Policy	Management	None	None
4	Discuss Remuneration Report Containing Remuneration Policy for Management Board Members	Management	None	None
5	Discussion on Company's Corporate Governance Structure	Management	None	None
6	Receive Announcements on Sustainability	Management	None	None
7a	Approve Discharge of Management Board	Management	For	For
7b	Approve Discharge of Supervisory Board	Management	For	For
8	Ratify Ernst & Young as Auditors	Management	For	For
9a	Reelect Jan Hommen to Executive Board	Management	For	For
9b	Reelect Patrick Flynn to Executive Board	Management	For	For
9c	Elect Ralph Hamers to Executive Board	Management	For	For
10a	Reelect Jeroen van der Veer to Supervisory Board	Management	For	For
10b	Reelect Tine Bahlmann to Supervisory Board	Management	For	For
10c	Elect Carin Gorter to Supervisory Board	Management	For	For
10d	Elect Hermann-Josef Lamberti to Supervisory Board	Management	For	For
10e	Elect Isabel Martin Castella to Supervisory Board	Management	For	For
11a	Grant Board Authority to Issue Up To 380 Million Shares and Restricting/Excluding Preemptive Rights	Management	For	Against
11b	Grant Board Authority to Issue 380 Million Shares in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights	Management	For	Against
12a	Authorize Repurchase of Up to 10 Percent of Issued Share Capital	Management	For	For
12b	Authorize Repurchase of Up to 10 Percent of Issued Share Capital in Connection with a Major Capital Restructuring	Management	For	For
13	Close Meeting	Management	None	None

KGEN POWER CORP. Meeting Date:  FEB 07, 2013 Record Date:  DEC 17, 2012 Meeting Type:  ANNUAL
Ticker:  KGENY Security ID:  49373X103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Daniel T. Hudson	Management	For	For
2	Elect Director Thomas B. White	Management	For	For
3	Ratify Auditor	Management	For	For
4	Approve the Proposed Dissolution of the Company	Management	For	For

KHD HUMBOLDT WEDAG INTERNATIONAL AG Meeting Date:  OCT 05, 2012 Record Date:  SEP 13, 2012 Meeting Type:  ANNUAL
Ticker:  KWG Security ID:  D4024H102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Receive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)	Management	None	None
2	Approve Allocation of Income and Dividends of EUR 0.12 per Share	Management	For	For
3	Approve Discharge of Management Board for Fiscal 2011	Management	For	For
4	Approve Discharge of Supervisory Board for Fiscal 2011	Management	For	For
5	Ratify Deloitte & Touche GmbH as Auditors for Fiscal 2012	Management	For	For
6a	Elect Michael Busch to the Supervisory Board	Management	For	For
6b	Elect Seppo Kivimaeki to the Supervisory Board	Management	For	For
6c	Elect Helmut Meyer to the Supervisory Board	Management	For	For
7	Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares	Management	For	For

KHD HUMBOLDT WEDAG INTERNATIONAL AG Meeting Date:  JUN 24, 2013 Record Date:  JUN 02, 2013 Meeting Type:  ANNUAL
Ticker:  KWG Security ID:  D4024H102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Receive Financial Statements and Statutory Reports for Fiscal 2012 (Non-Voting)	Management	None	None
2	Approve Allocation of Income and Dividends of EUR 0.06 per Share	Management	For	Against
3	Approve Discharge of Management Board for Fiscal 2012	Management	For	For
4	Approve Discharge of Supervisory Board for Fiscal 2012	Management	For	For
5	Ratify Deloitte & Touche as Auditors for Fiscal 2013	Management	For	For

KOHL'S CORPORATION Meeting Date:  MAY 16, 2013 Record Date:  MAR 13, 2013 Meeting Type:  ANNUAL
Ticker:  KSS Security ID:  500255104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director Peter Boneparth	Management	For	For
1b	Elect Director Steven A. Burd	Management	For	For
1c	Elect Director Dale E. Jones	Management	For	For
1d	Elect Director Kevin Mansell	Management	For	For
1e	Elect Director John E. Schlifske	Management	For	For
1f	Elect Director Frank V. Sica	Management	For	For
1g	Elect Director Peter M. Sommerhauser	Management	For	Against
1h	Elect Director Stephanie A. Streeter	Management	For	For
1i	Elect Director Nina G. Vaca	Management	For	For
1j	Elect Director Stephen E. Watson	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Adopt Policy on Animal Cruelty	Shareholder	Against	Against
5	Require Independent Board Chairman	Shareholder	Against	For

KOREA EXCHANGE BANK Meeting Date:  MAR 15, 2013 Record Date:  FEB 15, 2013 Meeting Type:  SPECIAL
Ticker:  004940 Security ID:  Y48585106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Approve Stock Swap with Hana Financial Group Inc.	Management	For	For

KOREA EXCHANGE BANK Meeting Date:  MAR 21, 2013 Record Date:  DEC 31, 2012 Meeting Type:  ANNUAL
Ticker:  004940 Security ID:  Y48585106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Approve Financial Statements, Allocation of Income, and Dividend of KRW 50 per Share	Management	For	For
2	Reelect Ha Yong-Ee as Outside Director	Management	For	For
3	Reelect Ha Yong-Ee as Member of Audit Committee	Management	For	For
4	Approve Total Remuneration of Inside Directors and Outside Directors	Management	For	For
5	Amend Terms of Severance Payments to Executives	Management	For	For

LORILLARD, INC. Meeting Date:  MAY 14, 2013 Record Date:  MAR 25, 2013 Meeting Type:  ANNUAL
Ticker:  LO Security ID:  544147101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Declassify the Board of Directors	Management	For	For
2.1	Elect Director Andrew H. Card, Jr.	Management	For	For
2.2	Elect Director Virgis W. Colbert	Management	For	For
2.3	Elect Director Richard W. Roedel	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Ratify Auditors	Management	For	For
5	Report on Lobbying Payments and Policy	Shareholder	Against	Against

MARVELL TECHNOLOGY GROUP LTD. Meeting Date:  JUN 26, 2013 Record Date:  APR 29, 2013 Meeting Type:  ANNUAL
Ticker:  MRVL Security ID:  G5876H105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director Sehat Sutardja	Management	For	For
1b	Elect Director Juergen Gromer	Management	For	For
1c	Elect Director John G. Kassakian	Management	For	For
1d	Elect Director Arturo Krueger	Management	For	For
1e	Elect Director Randhir Thakur	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	Against
3	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration	Management	For	For

NEXEN INC. Meeting Date:  SEP 20, 2012 Record Date:  AUG 16, 2012 Meeting Type:  SPECIAL
Ticker:  NXY Security ID:  65334H102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Approve Acquisition by CNOOC Canada Holding Ltd., an Indirect Wholly-Owned Subsidiary of CNOOC Limited	Management	For	For

NYSE EURONEXT Meeting Date:  APR 25, 2013 Record Date:  FEB 28, 2013 Meeting Type:  ANNUAL
Ticker:  NYX Security ID:  629491101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director Andre Bergen	Management	For	For
1b	Elect Director Ellyn L. Brown	Management	For	For
1c	Elect Director Marshall N. Carter	Management	For	For
1d	Elect Director Dominique Cerutti	Management	For	For
1e	Elect Director George Cox	Management	For	For
1f	Elect Director Sylvain Hefes	Management	For	For
1g	Elect Director Jan-Michiel Hessels	Management	For	For
1h	Elect Director Lawrence E. Leibowitz	Management	For	For
1i	Elect Director Duncan M. McFarland	Management	For	For
1j	Elect Director James J. McNulty	Management	For	For
1k	Elect Director Duncan L. Niederauer	Management	For	For
1l	Elect Director Luis Maria Viana Palha da Silva	Management	For	For
1m	Elect Director Robert G. Scott	Management	For	For
1n	Elect Director Jackson P. Tai	Management	For	For
1o	Elect Director Rijnhard van Tets	Management	For	For
1p	Elect Director Brian Williamson	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Amend Omnibus Stock Plan	Management	For	For
5	Amend Omnibus Stock Plan	Management	For	For
6	Provide Right to Call Special Meeting	Management	For	For
7	Provide Right to Act by Written Consent	Management	For	For

NYSE EURONEXT Meeting Date:  JUN 03, 2013 Record Date:  APR 26, 2013 Meeting Type:  SPECIAL
Ticker:  NYX Security ID:  629491101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Approve Merger Agreement	Management	For	For
2	Advisory Vote on Golden Parachutes	Management	For	For
3	Adjourn Meeting	Management	For	For

ON SEMICONDUCTOR CORPORATION Meeting Date:  MAY 15, 2013 Record Date:  MAR 28, 2013 Meeting Type:  ANNUAL
Ticker:  ONNN Security ID:  682189105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director J. Daniel McCranie	Management	For	For
1.2	Elect Director Emmanuel T. Hernandez	Management	For	For
1.3	Elect Director Teresa M. Ressel	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
3	Ratify Auditors	Management	For	For
4	Amend Qualified Employee Stock Purchase Plan	Management	For	For

PLAINS EXPLORATION & PRODUCTION COMPANY Meeting Date:  MAY 20, 2013 Record Date:  MAR 21, 2013 Meeting Type:  SPECIAL
Ticker:  PXP Security ID:  726505100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Approve Merger Agreement	Management	For	For
2	Advisory Vote on Golden Parachutes	Management	For	Against
3	Adjourn Meeting	Management	For	Against

RESEARCH IN MOTION LIMITED Meeting Date:  JUL 10, 2012 Record Date:  MAY 22, 2012 Meeting Type:  ANNUAL
Ticker:  RIM Security ID:  760975102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Timothy Dattels	Management	For	For
1.2	Elect Director Thorsten Heins	Management	For	For
1.3	Elect Director David Kerr	Management	For	Withhold
1.4	Elect Director Claudia Kotchka	Management	For	For
1.5	Elect Director Mike Lazaridis	Management	For	Withhold
1.6	Elect Director Roger Martin	Management	For	Withhold
1.7	Elect Director John E. Richardson	Management	For	Withhold
1.8	Elect Director Barbara Stymiest	Management	For	Withhold
1.9	Elect Director Prem Watsa	Management	For	For
1.10	Elect Director John Wetmore	Management	For	Withhold
2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration	Management	For	For
3	Advisory Vote on Executive Compensation Approach	Management	For	For

SANDISK CORPORATION Meeting Date:  JUN 12, 2013 Record Date:  APR 15, 2013 Meeting Type:  ANNUAL
Ticker:  SNDK Security ID:  80004C101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Michael E. Marks	Management	For	For
1.2	Elect Director Kevin DeNuccio	Management	For	For
1.3	Elect Director Irwin Federman	Management	For	For
1.4	Elect Director Steven J. Gomo	Management	For	For
1.5	Elect Director Eddy W. Hartenstein	Management	For	For
1.6	Elect Director Chenming Hu	Management	For	For
1.7	Elect Director Catherine P. Lego	Management	For	For
1.8	Elect Director Sanjay Mehrotra	Management	For	For
2	Approve Omnibus Stock Plan	Management	For	For
3	Ratify Auditors	Management	For	For
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For

SPANSION INC. Meeting Date:  JUN 06, 2013 Record Date:  APR 08, 2013 Meeting Type:  ANNUAL
Ticker:  CODE Security ID:  84649R200
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Raymond Bingham	Management	For	For
1.2	Elect Director John H. Kispert	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	Against
3	Ratify Auditors	Management	For	For

SPIRIT REALTY CAPITAL, INC. Meeting Date:  JUN 12, 2013 Record Date:  MAR 27, 2013 Meeting Type:  SPECIAL
Ticker:  SRC Security ID:  84860F109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Approve Merger Agreement	Management	For	For
2	Adjourn Meeting	Management	For	For

STOREBRAND ASA Meeting Date:  APR 17, 2013 Record Date:   Meeting Type:  ANNUAL
Ticker:  STB Security ID:  R85746106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Open Meeting	Management	None	None
2	Registration of Attending Shareholders and Proxies	Management	None	None
3	Approve Notice of Meeting and Agenda	Management	For	For
4	Designate Inspector(s) of Minutes of Meeting	Management	None	None
5	Receive Report of Company's Activities	Management	None	None
6	Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Omission of Dividends	Management	For	For
7	Approve Company's Corporate Governance Statement	Management	For	For
8	Approve Remuneration Policy And Other Terms of Employment For Executive Management	Management	For	For
9	Authorize Repurchase of Issued Shares with an Aggregate Nominal Value of up to NOK 225 Million	Management	For	For
10	Approve Creation of NOK 225 Million Pool of Capital without Preemptive Rights	Management	For	For
11a	Relect Terje Adersen as Member of Board of Representatives	Management	For	For
11b	Elect Maalfrid Brath as Member of Board of Representatives	Management	For	For
11c	Elect Helge Baastad as Member of Board of Representatives	Management	For	For
11d	Elect Karen Ulltveit-Moe as Member of Board of Representatives	Management	For	For
11e	Elect Anne-Lise Aukner as Member of Board of Representatives	Management	For	For
11f	Elect Jostein Furnes as Deputy Member of Board of Representatives	Management	For	For
11g	Elect Mats Gottschalk as Deputy Member of Board of Representatives	Management	For	For
11h	Elect Terje Venold as Chairman of Board of Representatives	Management	For	For
11i	Elect Vibeke Madsen as Vice Chairman of Board of Representatives	Management	For	For
12a	Elect Terje Venold as Member of Nominating Committee	Management	For	For
12b	Elect Helge Baastad as Member of Nominating Committee	Management	For	For
12c	Elect Olaug Svarva as Member of Nominating Committee	Management	For	For
12d	Elect Kjetil Houg as Member of Nominating Committee	Management	For	For
12e	Elect Terje Venold as Chairman of Nominating Committee	Management	For	For
13a	Elect Finn Myhre as Member of Control Committee	Management	For	For
13b	Elect Harald Moen as Member of Control Committee	Management	For	For
13c	Elect Anne Grete Steinkjer as Member of Control Committee	Management	For	For
13d	Elect Tone Reierselmoen as Deputy Member of Control Committee	Management	For	For
14	Approve Remuneration of Members of Control Committee, Board of Representatives, and Election Committee	Management	For	For
15	Approve Remuneration of Auditors	Management	For	For
16	Close Meeting	Management	None	None

THYSSENKRUPP AG Meeting Date:  JAN 18, 2013 Record Date:  DEC 27, 2012 Meeting Type:  ANNUAL
Ticker:  TKA Security ID:  D8398Q119
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Receive Financial Statements and Statutory Reports for Fiscal 2011/2012 (Non-Voting)	Management	None	None
2	Approve Discharge of Management Board for Fiscal 2011/2012	Management	For	Against
3	Approve Discharge of Supervisory Board for Fiscal 2011/2012	Management	For	For
4	Elect Carola von Schmettow to the Supervisory Board	Management	For	For
5	Ratify PricewaterhouseCoopers as Auditors for Fiscal 2012/2013	Management	For	For

TIME WARNER CABLE INC. Meeting Date:  MAY 16, 2013 Record Date:  MAR 22, 2013 Meeting Type:  ANNUAL
Ticker:  TWC Security ID:  88732J207
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1a	Elect Director Carole Black	Management	For	For
1b	Elect Director Glenn A. Britt	Management	For	For
1c	Elect Director Thomas H. Castro	Management	For	For
1d	Elect Director David C. Chang	Management	For	For
1e	Elect Director James E. Copeland, Jr.	Management	For	For
1f	Elect Director Peter R. Haje	Management	For	For
1g	Elect Director Donna A. James	Management	For	For
1h	Elect Director Don Logan	Management	For	For
1i	Elect Director N.J. Nicholas, Jr.	Management	For	For
1j	Elect Director Wayne H. Pace	Management	For	For
1k	Elect Director Edward D. Shirley	Management	For	For
1l	Elect Director John E. Sununu	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Report on Lobbying Payments and Policy	Shareholder	Against	Against
5	Pro-rata Vesting of Equity Plan	Shareholder	Against	Against

TRANSOCEAN LTD. Meeting Date:  MAY 17, 2013 Record Date:  APR 30, 2013 Meeting Type:  PROXY CONTEST
Ticker:  RIGN Security ID:  H8817H100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
Management Proxy (White Card)
1	Accept Financial Statements and Statutory Reports	Management	For	Did Not Vote
2	Approve Allocation of Income	Management	For	Did Not Vote
3A	Approve Payment of a Dividend in Principle	Management	For	Did Not Vote
3B1	Approve Reduction (Transocean) in Share Capital and Repayment of $2.24 per share	Management	For	Did Not Vote
3B2	Approve Reduction (Icahn Group) in Share Capital and Repayment of $4.00 per share	Shareholder	Against	Did Not Vote
4	Approve Creation of CHF 75 Million Pool of Capital without Preemptive Rights	Management	For	Did Not Vote
5	Declassify the Board of Directors	Shareholder	None	Did Not Vote
6A	Elect Director Frederico F. Curado	Management	For	Did Not Vote
6B	Elect Director Steven L. Newman	Management	For	Did Not Vote
6C	Elect Director Thomas W. Cason	Management	For	Did Not Vote
6D	Elect Director Robert M. Sprague	Management	For	Did Not Vote
6E	Elect Director J. Michael Talbert	Management	For	Did Not Vote
6F	Elect Director John J. Lipinski	Shareholder	Against	Did Not Vote
6G	Elect Director Jose Maria Alapont	Shareholder	Against	Did Not Vote
6H	Elect Director Samuel Merksamer	Shareholder	Against	Did Not Vote
7	Appointment Of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2013 and Reelection of Ernst & Young Ltd, Zurich as the Company's Auditor for a Further One-Year Term	Management	For	Did Not Vote
8	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	Did Not Vote
Proposal No	Proposal	Proposed By	Dissident Recommendation	Vote Cast
Dissident Proxy (Gold Card)
1	Accept Financial Statements and Statutory Reports	Management	None	For
2	Approve Allocation of Income	Management	None	For
3A	Approve Payment of a Dividend in Principle	Management	For	For
3B1	Approve Reduction (Transocean) in Share Capital and Repayment of $2.24 per share	Management	Against	Against
3B2	Approve Reduction (Icahn Group) in Share Capital and Repayment of $4.00 per share	Shareholder	For	For
4	Approve Creation of CHF 75 Million Pool of Capital without Preemptive Rights	Management	Against	Against
5	Declassify the Board of Directors	Shareholder	For	For
6A	Elect Director Frederico F. Curado	Management	For	For
6B	Elect Director Steven L. Newman	Management	For	For
6C	Elect Director Thomas W. Cason	Management	Against	Against
6D	Elect Director Robert M. Sprague	Management	Against	Against
6E	Elect Director J. Michael Talbert	Management	Against	Against
6F	Elect Directors John J. Lipinski	Shareholder	For	For
6G	Elect Directors Jose Maria Alapont	Shareholder	For	For
6H	Elect Directors Samuel Merksamer	Shareholder	For	For
7	Appointment Of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2013 and Reelection of Ernst & Young Ltd, Zurich as the Company's Auditor for a Further One-Year Term	Management	For	For
8	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	None	For

TRONOX LIMITED Meeting Date:  MAY 21, 2013 Record Date:  MAY 19, 2013 Meeting Type:  ANNUAL
Ticker:  TROX Security ID:  Q9235V101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Thomas Casey	Management	For	For
1.2	Elect Director Andrew P. Hines	Management	For	For
1.3	Elect Director Wayne A. Hinman	Management	For	For
1.4	Elect Director Ilan Kaufthal	Management	For	For
1.5	Elect Director Jeffry N. Quinn	Management	For	For
1.6	Elect Director Peter Johnston	Management	For	For
2	Approve Executive Incentive Bonus Plan	Management	For	For
3	Ratify Auditors	Management	For	For
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
5	Advisory Vote on Say on Pay Frequency	Management	One Year	One Year

TRW AUTOMOTIVE HOLDINGS CORP. Meeting Date:  MAY 14, 2013 Record Date:  MAR 18, 2013 Meeting Type:  ANNUAL
Ticker:  TRW Security ID:  87264S106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Jody G. Miller	Management	For	For
1.2	Elect Director John C. Plant	Management	For	For
1.3	Elect Director Neil P. Simpkins	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	Against

WPX ENERGY, INC. Meeting Date:  MAY 22, 2013 Record Date:  MAR 25, 2013 Meeting Type:  ANNUAL
Ticker:  WPX Security ID:  98212B103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director John A. Carrig	Management	For	For
1.2	Elect Director Henry E. Lentz	Management	For	For
1.3	Elect Director William G. Lowrie	Management	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
3	Advisory Vote on Say on Pay Frequency	Management	One Year	One Year
4	Approve Omnibus Stock Plan	Management	For	For
5	Ratify Auditors	Management	For	For

XEROX CORPORATION Meeting Date:  MAY 21, 2013 Record Date:  MAR 25, 2013 Meeting Type:  ANNUAL
Ticker:  XRX Security ID:  984121103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Glenn A. Britt	Management	For	For
1.2	Elect Director Ursula M. Burns	Management	For	For
1.3	Elect Director Richard J. Harrington	Management	For	For
1.4	Elect Director William Curt Hunter	Management	For	For
1.5	Elect Director Robert J. Keegan	Management	For	For
1.6	Elect Director Robert A. McDonald	Management	For	For
1.7	Elect Director Charles Prince	Management	For	For
1.8	Elect Director Ann N. Reese	Management	For	For
1.9	Elect Director Sara Martinez Tucker	Management	For	For
1.10	Elect Director Mary Agnes Wilderotter	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Approve Non-Employee Director Omnibus Stock Plan	Management	For	For

SIGNATURES

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

(Registrant)   Franklin Mutual Recovery Fund                                 

By (Signature and Title)*  /s/ LAURA F. FERGERSON_______________

   Laura F. Fergerson,

   Chief Executive Officer – Finance and Administration

Date  August 23, 2013  

* Print the name and title of each signing officer under his or her signature.