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                            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:   6/30/07
                          ------------------

ITEM 1. PROXY VOTING RECORDS.




ABN AMRO HOLDING NV

Ticker:       ABNHF          Security ID:  N0030P459
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting and Announcements            None      None       Management
2     Approve Minutes of the AGM Held in 2006   For       For        Management
3     Receive Report of Management Board        None      None       Management
4a    Approve Financial Statements and          For       For        Management
      Statutory Reports
4b    Approve Dividends of EUR 1.15 Per Share   For       For        Management
5a    Approve Discharge of Management Board     For       For        Management
5b    Approve Discharge of Supervisory Board    For       For        Management
6     Approve Remuneration Report Containing    For       For        Management
      Remuneration Policy for Management Board
      Members
7a    Elect A.M. Llopis Rivas to Supervisory    For       For        Management
      Board
7b    Reelect D.R.J. Baron de Rothschild to     For       For        Management
      Supervisory Board
7c    Reelect P. Scaroni to Supervisory Board   For       For        Management
7d    Reelect Lord C. Sharman of Redlynch to    For       For        Management
      Supervisory Board
7e    Reelect M.V. Pratini de Moraes to         For       For        Management
      Supervisory Board
8     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
9a    Grant Board Authority to Issue Ordinary   For       For        Management
      Shares, Covertible Preference Shares and
      Preference Financing Shares Up To 10
      Percent of Issued Capital
9b    Authorize Board to Exclude Preemptive     For       For        Management
      Rights from Issuance Under Item 9a
10    Report of the Management Board With       None      None       Management
      Respect to the ABN AMRO Strategy and
      Recent Events
11.1  Pursue Any Possibilities to Sell,         Against   For        Shareholder
      Spin-off or Merge Some or All of the
      Major Businesses of the Company to
      Maximise Shareholder Value
11.2  Return the Cash Proceeds of Any Major     Against   For        Shareholder
      Business Disposals to All Shareholders by
      Way of a Share Buyback or Special
      Dividend
11.3  Pursue Any Possibilities to Sell or Merge Against   For        Shareholder
      the Whole Company to Maximize Shareholder
      Value
11.4  Report to Shareholders Upon the Outcome   Against   For        Shareholder
      of Such Active Investigations Referred to
      in the Above Items Within Six Months From
      the Date of the AGM
11.5  Cease to pursuit, For a Period of Six     Against   For        Shareholder
      Months From the Date of the AGM, of Any
      Major Business Acquisitions, Including
      the Rumoured Acquisition Capitalia SpA
12    Other Business (Non-Voting)               None      None       Management


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ACE AVIATION HOLDINGS INC.

Ticker:       ACE.B          Security ID:  00440P201
Meeting Date: OCT 5, 2006    Meeting Type: Special
Record Date:  SEP 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Plan of Arrangement               For       For        Management
2     The Undersigned Hereby Certifies that the None      For        Management
      Shares Represented by this Proxy are
      Owned and Controlled by a Canadian


- --------------------------------------------------------------------------------

ACE AVIATION HOLDINGS INC.

Ticker:       ACE.B          Security ID:  00440P201
Meeting Date: MAY 29, 2007   Meeting Type: Annual/Special
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Bernard Attali, Robert E. For       For        Management
      Brown, Carlton D. Donaway, Michael M.
      Green, W. Brett Ingersoll, Pierre Marc
      Johnson, Richard H. McCoy, John T.
      McLennan, Robert A. Milton, David I.
      Richardson and Marvin Yontef
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Amend Stock Option Plan                   For       For        Management
4     The Undersigned Hereby Certifies that the None      Abstain    Management
      Shares Represented by this Proxy are
      Owned and Controlled by a Canadian


- --------------------------------------------------------------------------------

ACE AVIATION HOLDINGS INC.

Ticker:       ACE.B          Security ID:  00440P300
Meeting Date: MAY 29, 2007   Meeting Type: Annual/Special
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Bernard Attali, Robert E. For       For        Management
      Brown, Carlton D. Donaway, Michael M.
      Green, W. Brett Ingersoll, Pierre Marc
      Johnson, Richard H. McCoy, John T.
      McLennan, Robert A. Milton, David I.
      Richardson and Marvin Yontef
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Amend Stock Option Plan                   For       For        Management
4     The Undersigned Hereby Certifies that the None      Abstain    Management
      Shares Represented by this Proxy are
      Owned and Controlled by a Canadian


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AGERE SYSTEMS INC

Ticker:       AGR            Security ID:  00845V308
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  FEB 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Richard L. Clemmer         For       For        Management
2.2   Elect Director Michael J. Mancuso         For       For        Management
2.3   Elect Director Kari-Pekka Wilska          For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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ALTADIS S.A. (FORMERLY TABACALERA, S.A.)

Ticker:       ALT            Security ID:  E0432C106
Meeting Date: JUN 27, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended 12-31-06,
      Approve Allocation of Income and
      Distribution of Dividend, and Discharge
      Directors
2     Reelect Jean-Pierre Tirouflet as Board    For       For        Management
      Member
3     Elect/Reelect Auditors for Company and    For       For        Management
      Consolidated Group
4     Approve .Reduction in Capital Via         For       For        Management
      Amortization of Treasury Shares
5     Amend Articles 8 (Calling of Meeting), 14 For       For        Management
      (Delegation and Representation), and 22
      (Voting on Resolutions) of General
      Meeting Guidelines to Conform with
      Unified Code's Recommendations
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


- --------------------------------------------------------------------------------

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Disclose Information on Secondhand Smoke  Against   Against    Shareholder
5     Cease Add Campaigns Oriented to Prevent   Against   Against    Shareholder
      Youth Smoking
6     Cease Production, Promotion, and          Against   Against    Shareholder
      Marketing of Tobacco Products
7     Adopt Animal Welfare Policy               Against   Against    Shareholder


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AMERICAN POWER CONVERSION CORP.

Ticker:       APCC           Security ID:  029066107
Meeting Date: JAN 16, 2007   Meeting Type: Special
Record Date:  DEC 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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ATI TECHNOLOGIES INC.

Ticker:       ATY.           Security ID:  001941103
Meeting Date: OCT 13, 2006   Meeting Type: Special
Record Date:  SEP 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition                       For       For        Management


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BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ursula M. Burns            For       For        Management
1.2   Elect Director Marye Anne Fox             For       For        Management
1.3   Elect Director N.J. Nicholas, Jr.         For       For        Management
1.4   Elect Director John E. Pepper             For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Increase in Size of Board         For       For        Management
4     Approve Repricing of Options              For       For        Management
5     Stock Retention/Holding Period            Against   Against    Shareholder
6     Ratify Auditors                           For       For        Management
7     Other Business                            For       For        Management


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CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAR 16, 2007   Meeting Type: Proxy Contest
Record Date:  JAN 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
1     Approve Merger Agreement                  Against   None       Management
2     Adjourn Meeting                           For       None       Management


- --------------------------------------------------------------------------------

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: DEC 8, 2006    Meeting Type: Annual
Record Date:  OCT 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas L. Becker          For       For        Management
1.2   Elect Director Edward A. Crooke           For       For        Management
1.3   Elect Director Mayo A. Shattuck III       For       For        Management
1.4   Elect Director Michael D. Sullivan        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


- --------------------------------------------------------------------------------

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Yves C. de Balmann         For       For        Management
2     Elect Director Douglas L. Becker          For       For        Management
3     Elect Director James T. Brady             For       For        Management
4     Elect Director Edward A. Crooke           For       For        Management
5     Elect Director James R. Curtiss           For       For        Management
6     Elect Director Freeman A. Hrabowski, III  For       For        Management
7     Elect Director Nancy Lampton              For       For        Management
8     Elect Director Robert J. Lawless          For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director Mayo A. Shattuck, III      For       For        Management
11    Elect Director Michael D. Sullivan        For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

CSM NV (FORMERLY CENTRALE SUIKER MAATSCHAPPIJ NV)

Ticker:                      Security ID:  N2366U151
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Management Board        None      None       Management
3.a   Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
3.b   Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.80 per Share
3.c   Approve Financial Statements and          For       For        Management
      Statutory Reports
4     Approve Discharge of Management Board     For       For        Management
5     Approve Discharge of Supervisory Board    For       For        Management
6.1.a Elect P. Bouw to Supervisory Board        For       For        Management
6.1.b Elect M. Arentsen to Supervisory Board    Against   Against    Management
6.2.a Elect W. Spinner to Supervisory Board     For       For        Management
6.2.b Elect W. van der Laan to Supervisory      Against   Against    Management
      Board
7     Discussion on Company's Corporate         None      None       Management
      Governance Structure
8     Amend Articles                            For       For        Management
9     Grant Board Authority to Issue Shares Up  For       For        Management
      To 10 Percent of Issued Capital Plus
      Additional 10 Percent in Case of
      Takeover/Merger and Restricting/Excluding
      Preemptive Rights
10    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
11    Cancel Company Treasury Shares            For       For        Management
12    Ratify Deloitte as Auditors               For       For        Management
13    Allow Questions                           None      None       Management
14    Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

CVS/CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director Edwin Mac Crawford         For       For        Management
4     Elect Director David W. Dorman            For       For        Management
5     Elect Director Kristen E. Gibney Williams For       For        Management
6     Elect Director Roger L. Headrick          For       Against    Management
7     Elect Director Marian L. Heard            For       For        Management
8     Elect Director William H. Joyce           For       For        Management
9     Elect Director Jean-Pierre Million        For       For        Management
10    Elect Director Terrence Murray            For       For        Management
11    Elect Director C.A. Lance Piccolo         For       Against    Management
12    Elect Director Sheli Z. Rosenberg         For       For        Management
13    Elect Director Thomas M. Ryan             For       For        Management
14    Elect Director Richard J. Swift           For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Qualified Employee Stock Purchase For       For        Management
      Plan
17    Approve Executive Incentive Bonus Plan    For       For        Management
18    Limit Executive Compensation              Against   Against    Shareholder
19    Separate Chairman and CEO Positions       Against   Against    Shareholder
20    Prepare Sustainability Report             Against   Against    Shareholder
21    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
22    Compensation Specific- Policy on Stock    Against   For        Shareholder
      Option Grants/Option Backdating


- --------------------------------------------------------------------------------

DOLLAR GENERAL CORP.

Ticker:       DG             Security ID:  256669102
Meeting Date: JUN 21, 2007   Meeting Type: Special
Record Date:  MAY 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

DSM NV

Ticker:                      Security ID:  N5017D122
Meeting Date: OCT 19, 2006   Meeting Type: Special
Record Date:  OCT 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect R.D. Schwalb to Management Board    For       For        Management
3     Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

EMDEON CORPORATION

Ticker:       HLTH           Security ID:  290849108
Meeting Date: SEP 12, 2006   Meeting Type: Annual
Record Date:  JUL 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul A. Brooke             For       For        Management
1.2   Elect Director James V. Manning           For       For        Management
1.3   Elect Director Martin J. Wygod            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ENERGY PARTNERS, LTD

Ticker:       EPL            Security ID:  29270U105
Meeting Date: JUN 1, 2007    Meeting Type: Annual
Record Date:  MAY 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Bachmann        For       For        Management
1.2   Elect Director John C. Bumgarner, Jr.     For       Withhold   Management
1.3   Elect Director Jerry D. Carlisle          For       For        Management
1.4   Elect Director Harold D. Carter           For       For        Management
1.5   Elect Director Enoch L. Dawkins           For       For        Management
1.6   Elect Director Robert D. Gershen          For       Withhold   Management
1.7   Elect Director Phillip A. Gobe            For       For        Management
1.8   Elect Director William R. Herrin, Jr.     For       Withhold   Management
1.9   Elect Director William O. Hiltz           For       Withhold   Management
1.10  Elect Director John G. Phillips           For       Withhold   Management
1.11  Elect Director Dr. Norman C. Francis      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FORTIS SA/NV

Ticker:                      Security ID:  B4399L102
Meeting Date: OCT 4, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2.1   Receive Special Report on Authorized      None      None       Management
      Capital
2.2   Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
2.3   Authorize Board to Issue Shares in the    For       Against    Management
      Event of a Public Tender Offer or Share
      Exchange Offer
3     Amend Articles Regarding Voting           For       For        Management
      Formalities
4     Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

FORTIS SA/NV

Ticker:                      Security ID:  B4399L102
Meeting Date: MAY 23, 2007   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2.1.1 Receive Directors' and Auditors' Reports  None      None       Management
2.1.2 Receive Consolidated Financial Statements None      None       Management
      and Statutory Reports (Non-Voting)
2.1.3 Accept Financial Statements               For       For        Management
2.1.4 Approve Allocation of Income  (ONLY FOR   For       For        Management
      BELGIAN MEETING)
2.2.1 Receive Information on Dividend Policy    None      None       Management
2.2.2 Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.82 per Share
2.3.1 Approve Discharge of Directors (Equals    For       For        Management
      Item 2.3 For Dutch Meeting)
2.3.2 Approve Discharge of Auditors (ONLY FOR   For       For        Management
      BELGIAN MEETING)
3     Discussion on Company's Corporate         None      None       Management
      Governance Structure
4.1.1 Elect Philippe Bodson as Director         For       For        Management
4.1.2 Elect Jan Michiel Hessels as Director     For       For        Management
4.1.3 Elect Ronald Sandler as Director          For       For        Management
4.1.4 Elect Piet Van Waeyenberge as Director    For       For        Management
4.2   Elect Herman Verwilst as Director         For       For        Management
5.1   Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital (Equals Item 5
      For Dutch Meeting)
5.2   Authorize Selling of Repurchased Shares   For       For        Management
      (ONLY FOR BELGIAN MEETING)
6.1   Amend Article 10 of Bylaws Regarding Type For       For        Management
      of Shares
6.2   Amend Articles of Bylaws Regarding Board  For       For        Management
      and Management
6.3.1 Change Date of Annual Meeting             For       For        Management
6.3.2 Amend Articles Regarding Voting           For       For        Management
      Formalities
6.4   Amend Articles Regarding Dividend         For       For        Management
6.5   Authorize Implementation of Approved      For       For        Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry
7     Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Percy N. Barnevik          For       For        Management
1.2   Elect Director Erskine B. Bowles          For       For        Management
1.3   Elect Director John H. Bryan              For       For        Management
1.4   Elect Director Armando M. Codina          For       For        Management
1.5   Elect Director Erroll B. Davis, Jr.       For       For        Management
1.6   Elect Director George M.C. Fisher         For       For        Management
1.7   Elect Director Karen Katen                For       For        Management
1.8   Elect Director Kent Kresa                 For       For        Management
1.9   Elect Director Ellen J. Kullman           For       For        Management
1.10  Elect Director Philip A. Laskawy          For       For        Management
1.11  Elect Director Kathryn V. Marinello       For       For        Management
1.12  Elect Director Eckhard Pfeiffer           For       For        Management
1.13  Elect Director G. Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Publish Political Contributions           Against   Against    Shareholder
6     Limit on Directorships of Board Members   Against   Against    Shareholder
7     Adopt Greenhouse Gas Emissions Goals      Against   Against    Shareholder
8     Provide for Cumulative Voting             Against   For        Shareholder
9     Approve Terms of Existing Poison Pill     Against   Against    Shareholder
10    Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
11    Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
12    Claw-back of Payments under Restatements  Against   Against    Shareholder
13    Optimize the Size of Board                Against   Against    Shareholder
14    Adopt Simple Majority Vote                Against   Against    Shareholder


- --------------------------------------------------------------------------------

GLAMIS GOLD LTD.

Ticker:       GLG            Security ID:  376775102
Meeting Date: OCT 26, 2006   Meeting Type: Special
Record Date:  SEP 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition                       For       For        Management
2     Other Business                            For       For        Management


- --------------------------------------------------------------------------------

GOLDEN WEST FINANCIAL CORP.

Ticker:       GDW            Security ID:  381317106
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  JUL 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

IMPERIAL TOBACCO GROUP PLC

Ticker:                      Security ID:  G4721W102
Meeting Date: JAN 30, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 43.5 Pence Per  For       For        Management
      Ordinary Share
4     Re-elect Anthony Alexander as Director    For       For        Management
5     Elect Ken Burnett as Director             For       For        Management
6     Re-elect David Cresswell as Director      For       For        Management
7     Elect Charles Knott as Director           For       For        Management
8     Re-elect Iain Napier as Director          For       For        Management
9     Re-elect Frank Rogerson as Director       For       For        Management
10    Reappoint PricewaterhouseCoppers LLP as   For       For        Management
      Auditors of the Company
11    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
12    Authorise the Company to Make EU          For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
13    Authorise Imperial Tobacco Limited to     For       For        Management
      Make EU Political Organisation Donations
      up to GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
14    Authorise Imperial Tobacco International  For       For        Management
      Limited to Make EU Political Organisation
      Donations up to GBP 25,000 and Incur EU
      Political Expenditure up to GBP 25,000
15    Authorise Van Nelle Tabak Nederland B.V.  For       For        Management
      to Make EU Political Organisation
      Donations up to GBP 25,000 and Incur EU
      Political Expenditure up to GBP 25,000
16    Authorise Imperial Tobacco Polska S.A. to For       For        Management
      Make EU Political Organisation Donations
      up to GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
17    Authorise Reemtsma Cigarettenfabriken     For       For        Management
      GmbH to Make EU Political Organisation
      Donations up to GBP 25,000 and Incur EU
      Political Expenditure up to GBP 25,000
18    Authorise Ets L. Lacroix Fils NV/SA to    For       For        Management
      Make EU Political Organisation Donations
      up to GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
19    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 24,300,000
20    Subject to the Passing of Resolution 19,  For       For        Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,645,000
21    Authorise 72,900,000 Ordinary Shares for  For       For        Management
      Market Purchase


- --------------------------------------------------------------------------------

INVESTORS FINANCIAL SERVICES CORP.

Ticker:       IFIN           Security ID:  461915100
Meeting Date: JUN 20, 2007   Meeting Type: Special
Record Date:  MAY 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

IPSCO INC.

Ticker:       IPS            Security ID:  462622101
Meeting Date: APR 26, 2007   Meeting Type: Annual/Special
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Michael A. Grandin,       For       For        Management
      Juanita H. Hinshaw, Burton M. Joyce, Jack
      D. Michaels, Bernard M. Michel, Allan S.
      Olson, Arthur R. Price, Richard G. Sim,
      David S. Sutherland, Gordon G. Thiessen,
      D. Murray Wallace and John B. Zaozirny
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Approve Shareholder Rights Plan           For       Against    Management


- --------------------------------------------------------------------------------

JAPAN TOBACCO INC

Ticker:       2914           Security ID:  J27869106
Meeting Date: JUN 22, 2007   Meeting Type: Annual
Record Date:  MAR 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 1800,
      Final JY 2200, Special JY 0
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
3.1   Appoint Internal Statutory Auditor        For       For        Management
3.2   Appoint Internal Statutory Auditor        For       Against    Management
3.3   Appoint Internal Statutory Auditor        For       For        Management
3.4   Appoint Internal Statutory Auditor        For       For        Management
4     Approve Payment of Annual Bonuses to      For       For        Management
      Directors and Statutory Auditors
5     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceilings for Directors and
      Statutory Auditors
6     Approve Deep Discount Stock Option Plan   For       For        Management
      for Directors
7     Approve Retirement Bonuses for Director   For       Against    Management
      and Statutory Auditor and Special
      Payments to Continuing Directors and
      Statutory Auditors in Connection with
      Abolition of Retirement Bonus System


- --------------------------------------------------------------------------------

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: AUG 10, 2006   Meeting Type: Special
Record Date:  JUL 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

KINDRED HEALTHCARE, INC.

Ticker:       KND            Security ID:  494580103
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward L. Kuntz            For       For        Management
1.2   Elect Director Ann C. Berzin              For       For        Management
1.3   Elect Director Thomas P. Cooper, M.D.     For       For        Management
1.4   Elect Director Paul J. Diaz               For       For        Management
1.5   Elect Director Michael J. Embler          For       For        Management
1.6   Elect Director Garry N. Garrison          For       For        Management
1.7   Elect Director Isaac Kaufman              For       For        Management
1.8   Elect Director John H. Klein              For       For        Management
1.9   Elect Director Eddy J. Rogers, Jr.        For       For        Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KT&G CORP. (FORMERLY KOREA TOBACCO & GINSENG)

Ticker:                      Security ID:  Y49904108
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  DEC 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividend of KRW 2400 Per Share
2     Elect President of the Company            For       For        Management
3     Elect Three Independent Non-Executive     For       For        Management
      Directors
4     Elect Member of Audit Committee who is    For       For        Management
      also Independent Non-Executive Director
5     Approve Remuneration of Executive         For       For        Management
      Directors and Independent Non-Executive
      Directors
6     Amend Terms of Severance Payments to      For       For        Management
      Executive Directors
7     Amend Terms of Severance Payments to      For       For        Management
      Executives


- --------------------------------------------------------------------------------

LINK REAL ESTATE INVESTMENT TRUST, THE

Ticker:                      Security ID:  Y5281M111
Meeting Date: AUG 23, 2006   Meeting Type: Annual
Record Date:  AUG 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Appoint Auditors and Fix Their            None      None       Management
      Remuneration
3a    Reelect CHAO Tse Hou Leslie as Director   For       For        Management
3b    Reelect CHOW Wing Kin Anthony as Director For       For        Management
3c    Reelect FUNG Yuk Bun Patrick as Director  For       For        Management
3d    Reelect HO Chi On John as Director        For       For        Management
3e    Reelect KO Kam Chuen Stanley as Director  For       For        Management
4     Reelect ARNOLD Michael Ian as Director    For       For        Management


- --------------------------------------------------------------------------------

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Dolan           For       For        Management
1.2   Elect Director Robert A. Eckert           For       For        Management
1.3   Elect Director Frances D. Fergusson       For       For        Management
1.4   Elect Director Tully M. Friedman          For       For        Management
1.5   Elect Director Dominic Ng                 For       For        Management
1.6   Elect Director Andrea L. Rich             For       Withhold   Management
1.7   Elect Director Ronald L. Sargent          For       Withhold   Management
1.8   Elect Director Dean A. Scarborough        For       For        Management
1.9   Elect Director Christopher A. Sinclair    For       Withhold   Management
1.10  Elect Director G. Craig Sullivan          For       Withhold   Management
1.11  Elect Director Kathy Brittain White       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Company Specific- Approve Majority Vote   For       For        Management
      and Eliminate Cumulative Voting
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report Progress on Improving Work and     Against   Against    Shareholder
      Living Conditions
8     Pay for Superior Performance              Against   Against    Shareholder


- --------------------------------------------------------------------------------

MCDATA CORPORATION

Ticker:       MCDT           Security ID:  580031201
Meeting Date: JAN 25, 2007   Meeting Type: Special
Record Date:  NOV 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

MRO SOFTWARE, INC.

Ticker:       MROI           Security ID:  55347W105
Meeting Date: SEP 18, 2006   Meeting Type: Special
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

NORTHWESTERN CORP.

Ticker:       NWEC           Security ID:  668074305
Meeting Date: AUG 2, 2006    Meeting Type: Annual
Record Date:  JUN 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Stephen P. Adik            For       For        Management
2.2   Elect Director E. Linn Draper, Jr.        For       For        Management
2.3   Elect Director Jon S. Fossel              For       For        Management
2.4   Elect Director Michael J. Hanson          For       For        Management
2.5   Elect Director Julia L. Johnson           For       For        Management
2.6   Elect Director Philip L. Maslowe          For       For        Management
2.7   Elect Director D. Louis Peoples           For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

ORKLA A/S

Ticker:                      Security ID:  R67787102
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports; Approve Allocation of
      Income and Dividends of NOK 10 per Share
2     Amend Articles Re: Specify that           For       For        Management
      Nomination Committee Consists of Two to
      Five Members Including the Chairman;
      Specify that General Meeting Determines
      Nominating Committee's Remuneration
3     Approve 5: 1 Stock Split                  For       For        Management
4     Approve NOK 6.25 Million Reduction in     For       For        Management
      Share Capital via Share Cancellation
5     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
6     Approve Creation of NOK 90 Million Pool   For       For        Management
      of Capital with or without Preemptive
      Rights
7     Approve Remuneration Policy And Other     For       For        Management
      Terms of Employment For Executive
      Management
8     Reelect Elisabeth Grieg, Johan Andresen,  For       For        Management
      Idar Kreutzer, Peter Ruzicka as Members
      of Corporate Assembly; Elect Knut
      Brundtland, Rune Bjerke, and Knut Houg ;
      Reelect Teje Venold, Anne Fossum, and
      Scilla Hokholt as Deputies, Elect Andreas
      Enger as Deputy
9     Elect Knut Brundtland as Chairman of      For       For        Management
      Nominating Committee
10    Approve Remuneration of Corporate         For       For        Management
      Assembly Chairman in the Amount NOK
      120,000; Approve Remuneration of Deputy
      Chairman of Corporate Assembly in the
      Amount NOK 30,000; Approve Remuneration
      of Members of the Corporate Assembly in
      the Amount NOK 6,000
11    Approve Remuneration of the Chairman of   For       For        Management
      the Nomination Committee in the Amount
      NOK 6,000 Per Meeting; Approve
      Remuneration of Members of the Nomination
      Committee in the Amount of NOK 4,000 Per
      Meeting
12    Approve Remuneration of Auditors          For       For        Management


- --------------------------------------------------------------------------------

PETCO ANIMAL SUPPLIES, INC.

Ticker:       PETC           Security ID:  716016209
Meeting Date: OCT 23, 2006   Meeting Type: Special
Record Date:  AUG 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAR 14, 2007   Meeting Type: Special
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

PLACER SIERRA BANCSHARES

Ticker:       PLSB           Security ID:  726079106
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Allan W. Arendsee          For       For        Management
3.2   Elect Director Christi Black              For       For        Management
3.3   Elect Director Robert J. Kushner          For       Withhold   Management
3.4   Elect Director Larry D. Mitchell          For       Withhold   Management
3.5   Elect Director Frank J. Mercardante       For       For        Management
3.6   Elect Director Dwayne A. Shackelford      For       For        Management
3.7   Elect Director William J. Slaton          For       Withhold   Management
3.8   Elect Director Robert H. Smiley           For       Withhold   Management
3.9   Elect Director Sandra R. Smoley           For       Withhold   Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

RECKSON ASSOCIATES REALTY CORP.

Ticker:       RA             Security ID:  75621K106
Meeting Date: DEC 6, 2006    Meeting Type: Special
Record Date:  OCT 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

SCANIA AB

Ticker:       SCV            Security ID:  W76082119
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect Chairman of Meeting                 For       For        Management
3     Prepare and Approve List of Shareholders  For       For        Management
4     Approve Agenda of Meeting                 For       For        Management
5     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting
6     Acknowledge Proper Convening of Meeting   For       For        Management
7     Receive Financial Statements and          None      None       Management
      Statutory Reports
8     Receive Board, Remuneration, and Audit    None      None       Management
      Committee Reports
9     Receive President's Report                None      None       Management
10    Allow Questions                           None      None       Management
11    Approve Financial Statements and          For       For        Management
      Statutory Reports
12    Approve Discharge of Board and President  For       For        Management
13    Approve Allocation of Income and          For       For        Management
      Dividends of SEK 15 per Share
14a   Amend Articles Re: Set New Limits for     For       For        Management
      Minimum and Maximum Issued Share Capital
      in Connection with Redemption Program
14b   Approve 5:1 Stock Split in Connection     For       For        Management
      with Redemption Program
14c   Approve SEK 400 Million Reduction In      For       For        Management
      Share Capital via Share Cancellation in
      Connection with Redemption Program
14d   Approve Capitalization of Reserves of SEK For       For        Management
      400 Million in Connection with Redemption
      Program
14e   Authorize Chairman or CEO to Make         For       For        Management
      Editorial Changes to Adopted Resolutions
      in Connection with Registration with
      Swedish Authorities
15    Approve Remuneration Policy And Other     For       For        Management
      Terms of Employment For Executive
      Management
16    Approve 2007 Incentive Programs (Long     For       For        Management
      Term and Short Term)
17a   Determine Number of Members (9) and       For       For        Management
      Deputy Members (0) of Board
17b   Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of SEK 4.3 Million;
      Approve Additional Board Fees for Extra
      Work in Connection with MAN's Public
      Offer for Five Directors; Approve Fees
      for Committee Work
17c   Reelect Vito Baumgartner, Staffan Bohman, For       For        Management
      Peggy Bruzelius, Peter Wallenberg, and
      Leif Ostling as Directors; Elect Borje
      Ekholm, Hans Potsch, Francisco Sanz, and
      Martin Winterkorn as New Directors
17d   Approve Remuneration of Auditors          For       For        Management
17e   Ratify Ernst & Young as New Auditors      For       For        Management
18    Authorization to Raise Customary Credit   For       For        Management
      Facilities Where Payable Interest or the
      Amounts with Which the Loan Shall be
      Repaid Are Conditional Upon the Company's
      Results or Financial Position
19    Authorize Representatives of Four of      For       For        Management
      Company's Largest Shareholders to Serve
      on Nominating Committee
20    Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

SUN-TIMES MEDIA GROUP, INC.

Ticker:       SVN            Security ID:  86688Q100
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  MAY 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Bard               For       For        Management
1.2   Elect Director Herbert A. Denton          For       For        Management
1.3   Elect Director Cyrus F. Freidheim, Jr.    For       For        Management
1.4   Elect Director John M. O'Brien            For       For        Management
1.5   Elect Director Gordon A. Paris            For       For        Management
1.6   Elect Director Graham W. Savage           For       For        Management
1.7   Elect Director Raymond G.H. Seitz         For       For        Management
1.8   Elect Director Raymond S. Troubh          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

SYMBOL TECHNOLOGIES, INC.

Ticker:       SBL            Security ID:  871508107
Meeting Date: JAN 9, 2007    Meeting Type: Special
Record Date:  DEC 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

TAKEFUJI CORP.

Ticker:       8564           Security ID:  J81335101
Meeting Date: JUN 28, 2007   Meeting Type: Annual
Record Date:  MAR 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with a      For       For        Management
      Final Dividend of JY 115
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
3.1   Appoint Internal Statutory Auditor        For       For        Management
3.2   Appoint Internal Statutory Auditor        For       For        Management
4     Appoint Alternate Internal Statutory      For       For        Management
      Auditor
5     Approve Appointment of External Audit     For       For        Management
      Firm
6     Approve Retirement Bonuses for Director   For       Against    Management
      and Statutory Auditor
7     Approve Special Bonus for Family of       For       Against    Management
      Deceased Director
8     Adopt Shareholder Rights Plan (Poison     For       Against    Management
      Pill)


- --------------------------------------------------------------------------------

TEMPLE-INLAND INC.

Ticker:       TIN            Security ID:  879868107
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald M. Carlton          For       For        Management
1.2   Elect Director E. Linn Draper, Jr.        For       For        Management
1.3   Elect Director Kenneth M. Jastrow, II     For       For        Management
1.4   Elect Director James A. Johnson           For       For        Management
2     Company Specific-- Majority Vote for the  For       For        Management
      Election of Director
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Authorize Board to Fill Vacancies         For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TIME WARNER CABLE INC

Ticker:       TWC            Security ID:  88732J108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David C. Chang             For       For        Management
1.2   Elect Director James E. Copeland, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Francis T. Vincent, Jr.    For       For        Management
1.13  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers'Compensation
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Company-Specific- Stockholder             Against   Against    Shareholder
      Ratification of Director Compensation,
      When a Stockholder Rights Plan Has Been
      Adopted


- --------------------------------------------------------------------------------

TRIAD HOSPITALS, INC.

Ticker:       TRI            Security ID:  89579K109
Meeting Date: JUN 12, 2007   Meeting Type: Special
Record Date:  MAY 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

TRUMP ENTERTAINMENT RESORTS INC

Ticker:       TRMP           Security ID:  89816T103
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Morton E. Handel           For       For        Management
1.2   Elect Director James B. Perry             For       For        Management
1.3   Elect Director Donald J. Trump            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis C. Blair            For       For        Management
1.2   Elect Director Edward D. Breen            For       For        Management
1.3   Elect Director Brian Duperreault          For       For        Management
1.4   Elect Director Bruce S. Gordon            For       For        Management
1.5   Elect Director Rajiv L. Gupta             For       For        Management
1.6   Elect Director John A. Krol               For       For        Management
1.7   Elect Director H. Carl Mccall             For       For        Management
1.8   Elect Director Brendan R. O'Neill         For       For        Management
1.9   Elect Director William S. Stavropoulous   For       For        Management
1.10  Elect Director Sandra S. Wijnberg         For       For        Management
1.11  Elect Director Jerome B. York             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Special
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF REVERSE STOCK SPLIT OF THE    For       For        Management
      COMPANYS COMMON SHARES AT A SPLIT RATIO
      OF 1 FOR 4
2     APPROVAL OF CONSEQUENTIAL AMENDMENT TO    For       For        Management
      THE COMPANY S AMENDED AND RESTATED
      BYE-LAWS.


- --------------------------------------------------------------------------------

UNIVISION COMMUNICATIONS INC.

Ticker:       UVN            Security ID:  914906102
Meeting Date: SEP 27, 2006   Meeting Type: Special
Record Date:  AUG 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Did Not    Management
                                                          Vote
2     Adjourn Meeting                           For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Barker            For       For        Management
2     Elect Director Richard L. Carrion         For       Against    Management
3     Elect Director M. Frances Keeth           For       For        Management
4     Elect Director Robert W. Lane             For       For        Management
5     Elect Director Sandra O. Moose            For       For        Management
6     Elect Director Joseph Neubauer            For       Against    Management
7     Elect Director Donald T. Nicolaisen       For       For        Management
8     Elect Director Thomas H. O'Brien          For       For        Management
9     Elect Director Clarence Otis, Jr.         For       For        Management
10    Elect Director Hugh B. Price              For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John W. Snow               For       For        Management
14    Elect Director John R. Stafford           For       For        Management
15    Elect Director Robert D. Storey           For       For        Management
16    Ratify Auditors                           For       For        Management
17    Limit Executive Compensation              Against   Against    Shareholder
18    Eliminate or Restrict Severance           Against   Against    Shareholder
      Agreements (Change-in-Control)
19    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officer's Compensation
21    Adopt Policy on Overboarded Director      Against   Against    Shareholder
22    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
23    Report on Charitable Contributions        Against   Against    Shareholder


- --------------------------------------------------------------------------------

VIRGIN MEDIA INC.

Ticker:       VMED           Security ID:  92769L101
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey D. Benjamin        For       For        Management
1.2   Elect Director David Elstein              For       For        Management
1.3   Elect Director Gordon McCallum            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-qualified Employee Stock      For       For        Management
      Purchase Plan


- --------------------------------------------------------------------------------

WALTER INDUSTRIES, INC.

Ticker:       WLT            Security ID:  93317Q105
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Clark, Jr.       For       For        Management
1.2   Elect Director Jerry W. Kolb              For       Withhold   Management
1.3   Elect Director Patrick A. Kriegshauser    For       For        Management
1.4   Elect Director Mark J. O'Brien            For       For        Management
1.5   Elect Director Victor P. Patrick          For       For        Management
1.6   Elect Director Bernard G. Rethore         For       For        Management
1.7   Elect Director George R. Richmond         For       For        Management
1.8   Elect Director Michael T. Tokarz          For       For        Management


- --------------------------------------------------------------------------------

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Allen Chao                 For       Withhold   Management
1.2   Elect Director Michel J. Feldman          For       Withhold   Management
1.3   Elect Director Fred G. Weiss              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Rogel            For       For        Management
1.2   Elect Director Debra A. Cafaro            For       For        Management
1.3   Elect Director Richard H. Sinkfield       For       For        Management
1.4   Elect Director D. Michael Steuert         For       For        Management
1.5   Elect Director James N. Sullivan          For       For        Management
1.6   Elect Director Kim Williams               For       For        Management
2     Report on Political Contributions         Against   Against    Shareholder
3     Adopt Simple Majority Vote                Against   For        Shareholder
4     Report on Wood Sourcing                   Against   Against    Shareholder
5     Ratify Auditors                           For       For        Management


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YANKEE CANDLE COMPANY, INC., THE

Ticker:       YCC            Security ID:  984757104
Meeting Date: JAN 23, 2007   Meeting Type: Special
Record Date:  DEC 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management





                                   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/JIMMY D. GAMBILL
                         ------------------------------------------------------
                         Jimmy D. Gambill,
                         Chief Executive Officer - Finance and Administration

Date  AUGUST 27, 2007
      ------------------------

* PRINT THE NAME AND TITLE OF EACH SIGNING OFFICER UNDER HIS OR HER SIGNATURE.