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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:   6/30/08
                          ------------------

ITEM 1. PROXY VOTING RECORDS.



ACE AVIATION HOLDINGS INC.

Ticker:       ACE.B          Security ID:  00440P201
Meeting Date: JUN 30, 2008   Meeting Type: Annual/Special
Record Date:  MAY 30, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Establish Range for Board Size (5 to 15   For       For        Management
      Directors)
2     Elect Bernard Attali, Robert E. Brown,    For       For        Management
      Michael M. Green, W. Brett Ingersoll,
      Pierre Marc Johnson, Richard H. McCoy,
      Robert A. Milton, David I. Richardson and
      Marvin Yontef as Directors
3     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
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: JUN 30, 2008   Meeting Type: Annual/Special
Record Date:  MAY 30, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Establish Range for Board Size (5 to 15   For       For        Management
      Directors)
2     Elect Bernard Attali, Robert E. Brown,    For       For        Management
      Michael M. Green, W. Brett Ingersoll,
      Pierre Marc Johnson, Richard H. McCoy,
      Robert A. Milton, David I. Richardson and
      Marvin Yontef as Directors
3     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
4     The Undersigned Hereby Certifies that the None      Abstain    Management
      Shares Represented by this Proxy are
      Owned and Controlled by a Canadian


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

ACXIOM CORPORATION

Ticker:       ACXM           Security ID:  005125109
Meeting Date: DEC 21, 2007   Meeting Type: Annual
Record Date:  OCT 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Mary L. Good, Ph.D.        For       Did Not    Management
                                                          Vote
2     Elect Director Stephen M. Patterson       For       Did Not    Management
                                                          Vote
3     Elect Director Kevin M. Twomey            For       Did Not    Management
                                                          Vote
4     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote


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

ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph T. Gorman           For       Withhold   Management
1.2   Elect Director Klaus Kleinfeld            For       For        Management
1.3   Elect Director James W. Owens             For       For        Management
1.4   Elect Director Ratan N. Tata              For       For        Management
2     Ratify Auditor                            For       For        Management
3     Report on Global Warming                  Against   Against    Shareholder


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ALLIANCE DATA SYSTEMS CORP.

Ticker:       ADS            Security ID:  018581108
Meeting Date: AUG 8, 2007    Meeting Type: Special
Record Date:  JUL 2, 2007

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


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

ALLIANCE DATA SYSTEMS CORP.

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 16, 2008   Meeting Type: Annual
Record Date:  APR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce K. Anderson          For       For        Management
1.2   Elect Director Roger H. Ballou            For       For        Management
1.3   Elect Director E.L. Draper Jr.            For       For        Management
2     Ratify Auditors                           For       For        Management


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

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

Ticker:       ALT            Security ID:  E0432C106
Meeting Date: DEC 18, 2007   Meeting Type: Special
Record Date:  DEC 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Article 24 and 24.1 Re: Voting      For       For        Management
      Rights and Adoption of Resolutions, and
      Disclosure of Results
2     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Munoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   For        Shareholder
12    Adopt the Marketing and Advertising       Against   Against    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Against    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Against    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Against    Shareholder


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ARMSTRONG WORLD INDUSTRIES, INC.

Ticker:       AWI            Security ID:  04247X102
Meeting Date: JUN 23, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Gaffney          For       For        Management
1.2   Elect  Director Robert C. Garland         For       For        Management
1.3   Elect  Director Judith R. Haberkorn       For       For        Management
1.4   Elect  Director Michael D. Lockhart       For       For        Management
1.5   Elect  Director James J. O'Connor         For       For        Management
1.6   Elect  Director Russell F. Peppet         For       For        Management
1.7   Elect  Director Arthur J. Pergament       For       For        Management
1.8   Elect  Director John J. Roberts           For       For        Management
1.9   Elect  Director A.M. Sanders, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan


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

ASSISTED LIVING CONCEPTS, INC.

Ticker:       ALC            Security ID:  04544X102
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Laurie A. Bebo             For       For        Management
1.2   Elect Director Alan Bell                  For       For        Management
1.3   Elect Director Jesse C. Brotz             For       For        Management
1.4   Elect Director Derek H.L. Buntain         For       For        Management
1.5   Elect Director David J. Hennigar          For       Withhold   Management
1.6   Elect Director Malen S. Ng                For       Withhold   Management
1.7   Elect Director Melvin A. Rhinelander      For       For        Management
1.8   Elect Director C.H. Roadman, II, M.D.     For       For        Management
1.9   Elect Director Michael J. Spector         For       For        Management
2     Amend Articles of Incorporation           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

BANCA ITALEASE S.P.A.

Ticker:                      Security ID:  T11845103
Meeting Date: SEP 8, 2007    Meeting Type: Special
Record Date:  SEP 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors on the Board;     For       For        Management
      Elect Directors for the Three-Year Term
      2007-2009; Determine Directors' Term and
      Remuneration
2     Appoint Internal Statutory Auditors for   For       For        Management
      the Three-Year Term 2007-2009; Approve
      Remuneration of Auditors
1     Revoke Authorisation Given to the Board   For       For        Management
      of Directors at the EGM Held on Nov. 9,
      2006 to Increase Capital for the Part Not
      Implemented
2     Authorize the Board to Increase Capital   For       For        Management
      in the Maximum Amount of EUR 700 Million
      with Preemptive Rights, within a One-Year
      Term
3     Amend Article 5 of the Bylaws to Reflect  For       For        Management
      Changes in Capital


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

BCE INC.

Ticker:       BCE            Security ID:  05534B760
Meeting Date: SEP 21, 2007   Meeting Type: Special
Record Date:  AUG 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of all Shares by the  For       For        Management
      Purchaser


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

BEA SYSTEMS, INC.

Ticker:       BEAS           Security ID:  073325102
Meeting Date: MAR 18, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dean O. Morton            For       Withhold   Management
1.2   Elect  Director Bruce A. Pasternack       For       Withhold   Management
1.3   Elect  Director Kiran M. Patel            For       Withhold   Management
1.4   Elect  Director George Reyes              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Company Specific-Governance Related       Against   Against    Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder


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

BEA SYSTEMS, INC.

Ticker:       BEAS           Security ID:  073325102
Meeting Date: APR 4, 2008    Meeting Type: Special
Record Date:  FEB 28, 2008

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


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

CADBURY SCHWEPPES PLC

Ticker:       CSGWF          Security ID:  G17444152
Meeting Date: APR 11, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 10.5 Pence Per  For       For        Management
      Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect Wolfgang Berndt as Director      For       For        Management
5     Re-elect Lord Patten as Director          For       For        Management
6     Re-elect Bob Stack as Director            For       For        Management
7     Elect Guy Elliott as Director             For       For        Management
8     Elect Ellen Marram as Director            For       For        Management
9     Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 87,100,490
12    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 13,197,043
13    Authorise 26,394,087 Ordinary Shares for  For       For        Management
      Market Purchase


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

CADBURY SCHWEPPES PLC

Ticker:       CSGWF          Security ID:  G17444152
Meeting Date: APR 11, 2008   Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement Proposed to For       For        Management
      be Made Between the Company and the
      Scheme Shareholders


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

CADBURY SCHWEPPES PLC

Ticker:       CSGWF          Security ID:  G17444152
Meeting Date: APR 11, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reduction and Subsequent Increase For       For        Management
      in Capital; Capitalise Reserves to
      Cadbury plc; Authorise Issue Equity with
      Rights up to GBP 87,100,490; Authorise
      Company to Issue and Allot One New
      Deferred Share to Cadbury plc; Amend
      Articles of Association
2     Approve Demerger of Americas Beverages;   For       For        Management
      Approve Entry into the Demerger
      Agreements
3     Approve Reduction of Capital of Cadbury   For       For        Management
      plc
4     Amend The Cadbury Schweppes Long Term     For       For        Management
      Incentive Plan 2004, Bonus Share
      Retention Plan, Share Option Plan 2004,
      (New Issue) Share Option Plan 2004 and
      International Share Award Plan
5     Approve The Cadbury plc 2008 Share Option For       For        Management
      Plan, Long Term Incentive Plan, Bonus
      Share Retention Plan and International
      Share Award Plan
6     Approve The Cadbury plc 2008 and The      For       For        Management
      Choices 2008 UK and Overseas Share
      Schemes
7     Authorise Directors of Cadbury plc to     For       For        Management
      Establish Additional Employee Share
      Schemes for the Benefit of the Overseas
      Employees of Cadbury plc
8     Amend The Cadbury plc 2008 Long Term      For       For        Management
      Incentive Plan


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

CARLSBERG

Ticker:       CARL           Security ID:  K36628137
Meeting Date: MAR 10, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report of Board (Non-Voting)      None      None       Management
2     Approve Financial Statements and          For       For        Management
      Statutory Report; Approve Discharge of
      Directors and Executive Board
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
5a    Approve DKK 3.2 Billion Increase in Share For       For        Management
      Capital with Preemptive Rights in
      Connection with Acquisition of Part of
      Scottish & Newcastle plc
5b    Amend Articles Re: Meeting Notice         For       For        Management
      Publication
5c    Amend Articles Re: Admission to General   For       For        Management
      Meeting
5d    Approve Guidelines for Incentive-Based    For       For        Management
      Compensation for Executive Management
6     Reelect Flemming Besenbacher, Per         For       For        Management
      Oehrgaard, and Axel Michelsen as
      Directors; Elect Jess Soederberg as
      Director (Bundled)
7     Ratify KPMG C. Jespersen as Auditor       For       For        Management
8     Authorize Board or Chairman of Meeting to For       For        Management
      Make Editorial Changes to Adopted
      Resolutions in Connection with
      Registration


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

CARREFOUR

Ticker:       CA             Security ID:  F13923119
Meeting Date: APR 15, 2008   Meeting Type: Annual/Special
Record Date:  APR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Discharge Directors
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Transaction with Jose-Luis Duran  For       For        Management
4     Approve Transaction with Gilles Petit     For       For        Management
5     Approve Transaction with Guy Yraeta       For       For        Management
6     Approve Transaction with Thierry Garnier  For       For        Management
7     Approve Transaction with Javier Campo     For       For        Management
8     Approve Transaction with Jose Maria       For       For        Management
      Folache
9     Approve Transaction with Jacques Beauchet For       For        Management
10    Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.08 per Share
11    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
12    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
13    Approve Employee Stock Purchase Plan      For       For        Management
14    Authorize up to 0.2 Percent of Issued     For       For        Management
      Capital for Use in Restricted Stock Plan


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

CHECKFREE CORP.

Ticker:       CKFR           Security ID:  162813109
Meeting Date: OCT 23, 2007   Meeting Type: Special
Record Date:  SEP 19, 2007

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


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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: MAY 27, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan D. Feld               For       For        Management
2     Elect Director Perry J. Lewis             For       For        Management
3     Elect Director L. Lowry Mays              For       For        Management
4     Elect Director Mark P. Mays               For       For        Management
5     Elect Director Randall T. Mays            For       For        Management
6     Elect Director B. J. McCombs              For       For        Management
7     Elect Director Phyllis B. Riggins         For       For        Management
8     Elect Director Theodore H. Strauss        For       For        Management
9     Elect Director J. C. Watts                For       For        Management
10    Elect Director John H. Williams           For       For        Management
11    Elect Director John B. Zachry             For       For        Management
12    Ratify Auditors                           For       For        Management
13    Adopt Policy for Engagement With          Against   Against    Shareholder
      Proponents of Shareholder Proposals
      Supported by a Majority Vote
14    Require Independent Compensation          Against   Against    Shareholder
      Committee
15    Adopt Anti Gross-up Policy                Against   Against    Shareholder
16    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

COMMERCE BANCORP, INC.

Ticker:       CBH            Security ID:  200519106
Meeting Date: FEB 6, 2008    Meeting Type: Special
Record Date:  DEC 14, 2007

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


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

COMMUNITY HEALTH SYSTEMS, INC.

Ticker:       CYH            Security ID:  203668108
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John A. Fry                For       For        Management
2     Elect Director William Norris Jennings,   For       For        Management
      M.D.
3     Ratify Auditors                           For       For        Management


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

CONTINENTAL AIRLINES, INC.

Ticker:       CAL            Security ID:  210795308
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kirbyjon H. Caldwell       For       For        Management
1.2   Elect Director Lawrence W. Kellner        For       For        Management
1.3   Elect Director Douglas H. McCorkindale    For       For        Management
1.4   Elect Director Henry L. Meyer III         For       For        Management
1.5   Elect Director Oscar Munoz                For       For        Management
1.6   Elect Director George G.C. Parker         For       For        Management
1.7   Elect Director Jeffery A. Smisek          For       For        Management
1.8   Elect Director Karen Hastie Williams      For       For        Management
1.9   Elect Director Ronald B. Woodard          For       For        Management
1.10  Elect Director Charles A. Yamarone        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Affirm Political Nonpartisanship          Against   For        Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to Shareholder Vote
6     Note from Broadridge: Please vote ABSTAIN None      Abstain    Management
      if Stock Owned of Record or Beneficially
      by You is Owned and Controlled Only By
      U.S. Citizens, Or vote FOR if Such Stock
      is Owned or Controlled By any Person Who
      is Not a U.S. Citizen


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

CSM NV

Ticker:                      Security ID:  N2366U201
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Management and          None      None       Management
      Supervisory Board (Non-Voting)
3a    Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
3b    Approve Financial Statements and          For       For        Management
      Statutory Reports
3c    Approve Dividends of EUR 0.88 Per Share   For       For        Management
4     Approve Discharge of Management Board     For       For        Management
5     Approve Discharge of Supervisory Board    For       For        Management
6.1   Reelect M.P.M. de Raad to Supervisory     For       For        Management
      Board
6.2   Reelect R. Pieterse to Supervisory Board  For       For        Management
7     Approve Preparation of Regulated          For       For        Management
      Information in the English Language
8a    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
8b    Authorize Board to Exclude Preemptive     For       For        Management
      Rights from Issuance under Item 8a
8c    Grant Board Authority to Issue Cumulative For       For        Management
      Financing Preference Shares Up To 10
      Percent of Issued Capital Plus Additional
      10 Percent in Case of Takeover/Merger
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Approve Reduction in Share Capital by     For       For        Management
      Cancelling Shares
11    Ratify Deloitte Accountants BV as         For       For        Management
      Auditors
12    Allow Questions                           None      None       Management
13    Close Meeting                             None      None       Management


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

CVS CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     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 David W. Dorman            For       For        Management
4     Elect Director Kristen E. Gibney Williams For       For        Management
5     Elect Director Marian L. Heard            For       For        Management
6     Elect Director William H. Joyce           For       For        Management
7     Elect Director Jean-Pierre Million        For       For        Management
8     Elect Director Terrence Murray            For       For        Management
9     Elect Director C.A. Lance Piccolo         For       For        Management
10    Elect Director Sheli Z. Rosenberg         For       For        Management
11    Elect Director Thomas M. Ryan             For       For        Management
12    Elect Director Richard J. Swift           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
15    Adopt Anti Gross-up Policy                Against   For        Shareholder
16    Report on Political Contributions         Against   For        Shareholder


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

CYPRESS SEMICONDUCTOR CORP.

Ticker:       CY             Security ID:  232806109
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T.J. Rodgers               For       Did Not    Management
                                                          Vote
1.2   Elect Director W. Steve Albrecht          For       Did Not    Management
                                                          Vote
1.3   Elect Director Eric A. Benhamou           For       Did Not    Management
                                                          Vote
1.4   Elect Director Lloyd Carney               For       Did Not    Management
                                                          Vote
1.5   Elect Director James R. Long              For       Did Not    Management
                                                          Vote
1.6   Elect Director J. Daniel Mccranie         For       Did Not    Management
                                                          Vote
1.7   Elect Director Evert Van De Ven           For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Approve Executive Incentive Bonus Plan    For       Did Not    Management
                                                          Vote


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard H. Anderson        For       Against    Management
2     Elect Director John S. Brinzo             For       Against    Management
3     Elect Director Daniel A. Carp             For       Against    Management
4     Elect Director Eugene I. Davis            For       For        Management
5     Elect Director Richard Karl Goeltz        For       Against    Management
6     Elect Director David R. Goode             For       Against    Management
7     Elect Director Victor L. Lund             For       Against    Management
8     Elect Director Walter E. Massey           For       Against    Management
9     Elect Director Paula Rosput Reynolds      For       Against    Management
10    Elect Director Kenneth C. Rogers          For       Against    Management
11    Elect Director Kenneth B. Woodrow         For       Against    Management
12    Ratify Auditors                           For       For        Management


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

DOMTAR CORP.

Ticker:       UFS            Security ID:  257559104
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2     Provide Majority Vote for Removal of      For       For        Management
      Directors
3     Reduce Supermajority Vote Requirement for For       For        Management
      Amendments
4     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
5     Ratify Auditors                           For       For        Management
6     Amend Executive Incentive Bonus Plan      For       For        Management
7     Amend Omnibus Stock Plan                  For       For        Management
8.1   Elect Director Jack C. Bingleman          For       For        Management
8.2   Elect Director Marvin D. Cooper           For       For        Management
8.3   Elect Director W. Henson Moore            For       For        Management
8.4   Elect Director Richard Tan                For       For        Management


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael W. Brown           For       For        Management
1.2   Elect Director Michael J. Cronin          For       For        Management
1.3   Elect Director Gail Deegan                For       For        Management
1.4   Elect Director John R. Egan               For       For        Management
1.5   Elect Director W. Paul Fitzgerald         For       For        Management
1.6   Elect Director Olli-Pekka Kallasvuo       For       For        Management
1.7   Elect Director Edmund F. Kelly            For       For        Management
1.8   Elect Director Windle B. Priem            For       For        Management
1.9   Elect Director Paul Sagan                 For       For        Management
1.10  Elect Director David N. Strohm            For       For        Management
1.11  Elect Director Joseph M. Tucci            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Reduce Supermajority Vote Requirement     For       For        Management


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

EUTELSAT COMMUNICATIONS

Ticker:                      Security ID:  F3692M128
Meeting Date: NOV 9, 2007    Meeting Type: Annual/Special
Record Date:  NOV 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Treatment of Losses               For       For        Management
4     Approve Dividends of EUR 0.58 per Share   For       For        Management
5     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
6     Approve Discharge of Board and President  For       For        Management
7     Ratify Appointment of Tobias Martinez     For       For        Management
      Gimeno as Director
8     Ratify Appointment of Carlos Sagasta      For       For        Management
      Reussi as Director
9     Ratify Appointment of Carlos Espinos      For       For        Management
      Gomez as Director
10    Ratify Appointment of Andrea Luminari as  For       For        Management
      Director
11    Ratify Appointment of CDC Infrastructure  For       For        Management
      SA, Represented by Luis Marini Portugal,
      as Director
12    Ratify Appointment of Jean-Luc            For       For        Management
      Archambault as Director
13    Ratify Appointment of Bernard Mabille as  For       For        Management
      Director
14    Ratify Appointment of Pier Francesco      For       For        Management
      Guarguaglini as Director
15    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
16    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 120 Million
17    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 120 Million
18    Authorize Board to Increase Capital in    For       For        Management
      the Event of Additional Demand Related to
      Delegations Submitted to Shareholder Vote
      Above
19    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 100 Million for Bonus Issue or
      Increase in Par Value
20    Authorize Board to Issue Free Warrants    For       Against    Management
      with Preemptive Rights During a Public
      Tender Offer or Share Exchange
21    Authorize Capital Increase of Up to EUR   For       For        Management
      120 Million for Future Exchange Offers
22    Authorize Capital Increase of up to 10    For       For        Management
      Percent of Issued Capital for Future
      Acquisitions
23    Authorize Issuance of Equity Upon         For       Against    Management
      Conversion of a Subsidiary's
      Equity-Linked Securities
24    Approve Issuance of Securities            For       Against    Management
      Convertible into Debt
25    Amend Employee Savings-Related Share      For       For        Management
      Purchase Plan
26    Authorize up to 4 Percent of Issued       For       For        Management
      Capital for Use in Restricted Stock Plan
27    Approve Stock Option Plans Grants         For       For        Management
28    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
29    Amend Articles of Association Re: Record  For       For        Management
      Date
30    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

EXTERRAN HOLDINGS, INC.

Ticker:       EXH            Security ID:  30225X103
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Janet F. Clark             For       For        Management
1.2   Elect Director Ernie L. Danner            For       For        Management
1.3   Elect Director Uriel E. Dutton            For       For        Management
1.4   Elect Director Gordon T. Hall             For       For        Management
1.5   Elect Director J.W.G. Honeybourne         For       For        Management
1.6   Elect Director John E. Jackson            For       For        Management
1.7   Elect Director William C. Pate            For       For        Management
1.8   Elect Director Stephen M. Pazuk           For       For        Management
1.9   Elect Director Stephen A. Snider          For       For        Management
2     Ratify Auditors                           For       For        Management


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: JUL 31, 2007   Meeting Type: Special
Record Date:  JUN 21, 2007

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


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

FORTIS SA/NV

Ticker:                      Security ID:  B4399L102
Meeting Date: AUG 6, 2007    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Approve Acquisition                       For       For        Management
3.1   Receive Special Report                    None      None       Management
3.2.1 Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
3.2.2 Issue Shares in Connection with           For       For        Management
      Acquisition
3.2.3 Amend Articles Regarding Change of Words  For       For        Management
3.3   Authorize Implementation of Approved      For       For        Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry
4     Closing of the Meeting                    None      None       Management
1     Opening                                   None      None       Management
2     Approve Acquisition                       For       For        Management
3.1   Increase Authorized Common Stock          For       For        Management
3.2   Authorize Implementation of Approved      For       For        Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry
4     Closing of the Meeting                    None      None       Management


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

FORTIS SA/NV

Ticker:                      Security ID:  B4399L102
Meeting Date: APR 29, 2008   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
      (Non-Voting)
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              For       For        Management
2.2.1 Receive Information on Dividend Policy    None      None       Management
2.2.2 Approve Dividends of EUR 1.176 per Share  For       For        Management
2.3.1 Approve Discharge of Directors            For       For        Management
2.3.2 Approve Discharge of Auditors             For       For        Management
3     Discussion on Company's Corporate         None      None       Management
      Governance Structure
4.1.1 Reelect Maurice Lippens as Director       For       For        Management
4.1.2 Reelect Jacques Manardo as Director       For       For        Management
4.1.3 Reelect Rana Talwar as Director           For       For        Management
4.1.4 Reelect Jean-Paul Votron as Director      For       For        Management
4.2   Elect Louis Cheung Chi Yan as Director    For       For        Management
4.3   Ratify KPMG as Auditors and Approve their For       For        Management
      Remuneration
5.1   Authorize Repurchase of Shares to Acquire For       For        Management
      Fortis Units
5.2   Approve Reissuance of Repurchased Fortis  For       For        Management
      Units
6.1   Receive Special Board Report              None      None       Management
6.2.1 Amend Articles Re: Increase Authorized    For       For        Management
      Capital
6.2.2 Amend Articles Re: Textural Changes and   For       For        Management
      Cancellation of Paragraph b)
7     Close Meeting                             None      None       Management
1     Open Meeting                              None      None       Management
2.1.1 Receive Directors' and Auditors' Reports  None      None       Management
      (Non-Voting)
2.1.2 Receive Consolidated Financial Statements None      None       Management
      and Statutory Reports (Non-Voting)
2.1.3 Accept Financial Statements               For       For        Management
2.2.1 Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
2.2.2 Approve Dividends of EUR 1.176 per Share  For       For        Management
2.3   Approve Discharge of Directors            For       For        Management
3     Discussion on Company's Corporate         None      None       Management
      Governance Structure
4.1.1 Elect Maurice Lippens as Director         For       For        Management
4.1.2 Elect Jacques Monardo as Director         For       For        Management
4.1.3 Elect Rana Talwar as Director             For       For        Management
4.1.4 Elect Jean-Paul Votron as Director        For       For        Management
4.2   Elect Louis Cheung Chi Yan as Director    For       For        Management
4.3   Ratify KPMG Accountants as Auditors       For       For        Management
5     Authorize Repurchase of Shares to Acquire For       For        Management
      Fortis Units
6.1   Amend Articles Re: Statutory Seat         For       For        Management
6.2   Amend Articles Re: Authorized Capital     For       For        Management
6.3   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 3, 2008    Meeting Type: Annual
Record Date:  APR 4, 2008

#     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 E. Neville Isdell          For       For        Management
1.8   Elect Director Karen Katen                For       For        Management
1.9   Elect Director Kent Kresa                 For       For        Management
1.10  Elect Director Ellen J. Kullman           For       For        Management
1.11  Elect Director Philip A. Laskawy          For       For        Management
1.12  Elect Director Kathryn V. Marinello       For       For        Management
1.13  Elect Director Eckhard Pfeiffer           For       For        Management
1.14  Elect Director G. Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Publish Political Contributions           Against   Against    Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Adopt Principles for Health Care Reform   Against   Against    Shareholder
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for Products Against   Against    Shareholder
      and Operations
8     Provide for Cumulative Voting             Against   For        Shareholder
9     Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
10    Performance-Based Awards                  Against   Against    Shareholder


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

GOODYEAR TIRE & RUBBER CO., THE

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Boland            For       For        Management
1.2   Elect Director James A. Firestone         For       For        Management
1.3   Elect Director Robert J. Keegan           For       For        Management
1.4   Elect Director W. Alan McCollough         For       For        Management
1.5   Elect Director Steven A. Minter           For       For        Management
1.6   Elect Director Denise M. Morrison         For       For        Management
1.7   Elect Director Rodney O'Neal              For       For        Management
1.8   Elect Director Shirley D. Peterson        For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director Thomas H. Weidemeyer       For       For        Management
1.11  Elect Director Michael R. Wessel          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

HILTON HOTELS CORP.

Ticker:       HLT            Security ID:  432848109
Meeting Date: SEP 18, 2007   Meeting Type: Special
Record Date:  AUG 6, 2007

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


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

IBERDROLA S.A.

Ticker:       IBE            Security ID:  E6165F166
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year 2007
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Receive Management's Report on Company    For       For        Management
      and Consolidated Group
4     Approve Discharge of Directors            For       For        Management
5     Ratify Appointment of Jose Luis Olivas    For       For        Management
      Martinez as Board Member
6     Approve a System of Variable Compensation For       For        Management
      in Shares with a Component Linked to the
      Attainment of Annual Objectives and of
      the Strategic Plan 2008-2010
7     Approve EUR 34.9 Million Capital Increase For       For        Management
      Via Non-Rights Issuance of 46.6 Million
      of New Ordinary Shares at EUR 0.75
      Nominal Value and Share Issuance Premium
      to be Determined; Amend Article 5 of
      Company By-laws Accordingly
8     Authorize Repurchase of Shares in the     For       For        Management
      Amount of up to 5 Percent of Share
      Capital; Void Authorization Granted at
      the AGM held on March 29, 2007
9     Authorize the Board to Issue              For       For        Management
      Bonds/Debentures/Other Debt Securities up
      to Aggregate Nominal Amount of EUR 20
      Billion and Promissory Notes up to an
      Amount of EUR 6 Billion; Void
      Authorization Granted at the AGM held on
      March 29, 2007
10    Approve the Listing and Delisting of      For       For        Management
      Shares, Debt Securities, Bonds,
      Promissory Notes, and Preferred Stock, in
      Spain and Foreign Secondary Markets; Void
      Authorization Granted at the AGM held on
      March 29, 2007
11    Authorize Board to Approve the Creation   For       For        Management
      of Foundation; Void Authorization Granted
      at the AGM held on March 29, 2007
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

IMPERIAL TOBACCO GROUP PLC

Ticker:                      Security ID:  G4721W102
Meeting Date: AUG 13, 2007   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of Altadis, SA by     For       For        Management
      Imperial Tobacco Overseas Holdings (3)
      Limited; Increase Authorised Capital from
      GBP 100M to GBP 5.604B; Authorise Issue
      of Equity with and without Pre-emptive
      Rights up to GBP 5.504B (Equity Bridge
      Facility)


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

IMPERIAL TOBACCO GROUP PLC

Ticker:                      Security ID:  G4721W102
Meeting Date: JAN 29, 2008   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 48.5 Pence Per  For       For        Management
      Share
4     Elect Alison Cooper as Director           For       For        Management
5     Re-elect Gareth Davis as Director         For       For        Management
6     Re-elect Robert Dyrbus as Director        For       For        Management
7     Elect Michael Herlihy as Director         For       For        Management
8     Re-elect Susan Murray as Director         For       For        Management
9     Elect Mark Williamson as Director         For       For        Management
10    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
11    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
12    Approve Political Donations to Political  For       For        Management
      Organisations or Independent Election
      Candidates up to GBP 100,000 and
      Political Expenditure up to GBP 100,000
13    Approve that the Authority to the         For       For        Management
      Directors or a Duly Authorised Committee
      to Grant Options over Ordinary Shares in
      the Company under the French Appendix to
      the Imperial Tobacco Group International
      Sharesave Plan be Extended by 38 Months
14    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
15    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,645,000
16    Authorise 72,900,000 Shares for Market    For       For        Management
      Purchase
17    Adopt New Articles of Association         For       For        Management
18    Amend Articles of Association Re:         For       For        Management
      Directors' Conflicts of Interest


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

JAPAN TOBACCO INC

Ticker:       2914           Security ID:  J27869106
Meeting Date: JUN 24, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with a      For       For        Management
      Final Dividend of JY 2600
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
2.11  Elect Director                            For       For        Management
3     Appoint Internal Statutory Auditor        For       For        Management


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

KINDRED HEALTHCARE, INC.

Ticker:       KND            Security ID:  494580103
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward L. Kuntz            For       For        Management
2     Elect Director Ann C. Berzin              For       For        Management
3     Elect Director Thomas P. Cooper, M.D.     For       For        Management
4     Elect Director Paul J. Diaz               For       For        Management
5     Elect Director Garry N. Garrison          For       For        Management
6     Elect Director Isaac Kaufman              For       For        Management
7     Elect Director John H. Klein              For       For        Management
8     Elect Director Eddy J. Rogers, Jr.        For       For        Management
9     Amend Omnibus Stock Plan                  For       For        Management
10    Ratify Auditors                           For       For        Management


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

KONINKLIJKE DSM N.V.

Ticker:                      Security ID:  N5017D122
Meeting Date: MAR 26, 2008   Meeting Type: Annual
Record Date:  MAR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Management Board        None      None       Management
      (Non-Voting)
3     Approve Financial Statements and          For       For        Management
      Statutory Reports
4a    Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
4b    Approve Dividends of EUR 1.20 Per Share   For       For        Management
5a    Approve Discharge of Management Board     For       For        Management
5b    Approve Discharge of Supervisory Board    For       For        Management
6a    Reelect C. Herkstroter to Supervisory     For       For        Management
      Board
6b    Reelect E. Kist to Supervisory Board      For       For        Management
6c    Elect L. Gunning-Schepers to Supervisory  For       For        Management
      Board
7     Approve Remuneration Report Containing    For       For        Management
      Remuneration Policy for Management Board
      Members
8a    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
8b    Authorize Board to Exclude Preemptive     For       For        Management
      Rights from Issuance under Item 8a
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Approve Reduction of Issued Capital by    For       For        Management
      Cancellation of Shares
11    Approve English as Language for the       For       For        Management
      Annual Report and the Financial
      Statements
12    Other Business (Non-Voting)               None      None       Management
13    Allow Questions                           None      None       Management


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

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

Ticker:                      Security ID:  Y49904108
Meeting Date: MAR 14, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividend of KRW 2,600 Per Share
2     Elect Two Inside Directors (Bundled)      For       For        Management
3     Elect Three Outside Directors (Bundled)   For       For        Management
4     Elect Lee Chang-Woo as Outside Director   For       For        Management
      Who Is Also Member of Audit Committee
5     Approve Remuneration of Executive         For       For        Management
      Directors and Independent Non-Executive
      Directors


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

LSI CORP

Ticker:       LSI            Security ID:  502161102
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Timothy Y. Chen            For       For        Management
2     Elect Director Charles A. Haggerty        For       For        Management
3     Elect Director Richard S. Hill            For       For        Management
4     Elect Director Michael J. Mancuso         For       For        Management
5     Elect Director John H.F. Miner            For       For        Management
6     Elect Director Arun Netravali             For       For        Management
7     Elect Director Matthew J. O'Rourke        For       For        Management
8     Elect Director Gregorio Reyes             For       For        Management
9     Elect Director Abhijit Y. Talwalkar       For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

MEADWESTVACO CORP.

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Campbell        For       Withhold   Management
1.2   Elect Director Thomas W. Cole, Jr.        For       Withhold   Management
1.3   Elect Director James M. Kilts             For       Withhold   Management
1.4   Elect Director Susan J. Kropf             For       Withhold   Management
1.5   Elect Director Douglas S. Luke            For       Withhold   Management
1.6   Elect Director Robert C. McCormack        For       Withhold   Management
1.7   Elect Director Timothy H. Powers          For       Withhold   Management
1.8   Elect Director Edward M. Straw            For       Withhold   Management
1.9   Elect Director Jane L. Warner             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors


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

NORTHWESTERN CORP.

Ticker:       NWEC           Security ID:  668074305
Meeting Date: AUG 8, 2007    Meeting Type: Annual
Record Date:  JUN 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen P. Adik            For       For        Management
1.2   Elect Director E. Linn Draper, Jr.        For       For        Management
1.3   Elect Director Jon S. Fossel              For       For        Management
1.4   Elect Director Michael J. Hanson          For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Philip L. Maslowe          For       For        Management
1.7   Elect Director D. Louis Peoples           For       For        Management
2     Ratify Auditors                           For       For        Management


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

NUMICO N.V.(FORMERLY NUTRICIA N.V.)

Ticker:                      Security ID:  N56369239
Meeting Date: SEP 26, 2007   Meeting Type: Special
Record Date:  SEP 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Discuss Public Offer of Groupe Danone SA  None      Did Not    Management
      for all Issued and Outstanding Shares of            Vote
      the Company
3     Allow Questions                           None      Did Not    Management
                                                          Vote
4     Close Meeting                             None      Did Not    Management
                                                          Vote


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

NUMICO N.V.(FORMERLY NUTRICIA N.V.)

Ticker:                      Security ID:  N56369239
Meeting Date: NOV 30, 2007   Meeting Type: Special
Record Date:  NOV 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Update on the Recommended Cash    None      Did Not    Management
      Offer by Groupe Danone SA for all Issued            Vote
      and Outstanding Shares
3     Approve Discharge of Members of the       For       Did Not    Management
      Management Board                                    Vote
4     Approve Discharge of Members of the       For       Did Not    Management
      Supervisory Board                                   Vote
5     Approve Remuneration Report               For       Did Not    Management
                                                          Vote
6a    Elect Christian Neu to Management Board   For       Did Not    Management
                                                          Vote
6b    Elect Francois Caquelin to Management     For       Did Not    Management
      Board                                               Vote
7a    Elect Bernard Hours to Supervisory Board  For       Did Not    Management
                                                          Vote
7b    Elect Jacques Vincent to Supervisory      For       Did Not    Management
      Board                                               Vote
7c    Elect Emmanuel Faber to Supervisory Board For       Did Not    Management
                                                          Vote
8     Amend Articles Re: Organization-Related   For       Did Not    Management
                                                          Vote
9     Approve Conversion into a Private Company For       Did Not    Management
      with Limited Liability and Amendment of             Vote
      the Articles of Association in Connection
      Therewith, After Termination of Numico's
      Listing on Euronext Amsterdam,
10    Other Business (Non-Voting)               None      Did Not    Management
                                                          Vote
11    Close Meeting                             None      Did Not    Management
                                                          Vote


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John T. Crotty             For       For        Management
1.2   Elect Director Joel F. Gemunder           For       For        Management
1.3   Elect Director Steven J. Heyer            For       For        Management
1.4   Elect Director Sandra E. Laney            For       For        Management
1.5   Elect Director Andrea R. Lindell          For       For        Management
1.6   Elect Director James D. Shelton           For       For        Management
1.7   Elect Director John H. Timoney            For       For        Management
1.8   Elect Director Jeffrey W. Ubben           For       For        Management
1.9   Elect Director Amy Wallman                For       For        Management
2     Ratify Auditors                           For       For        Management


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

ORKLA ASA

Ticker:                      Security ID:  R67787102
Meeting Date: APR 24, 2008   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 2.25 per
      Share
2     Approve NOK 9.4 Million Reduction in      For       For        Management
      Share Capital via Share Cancellation
3     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
4     Approve Creation of NOK 90 Million Pool   For       For        Management
      of Capital without Preemptive Rights
5.1   Receive Information About Remuneration    None      None       Management
      Policy And Other Terms of Employment For
      Executive Management
5.2   Approve Remuneration Policy And Other     For       For        Management
      Terms of Employment For Executive
      Management
5.3   Approve Guidelines for Incentive-Based    For       For        Management
      Compensation for Executive Management
6     Elect Nils-Henrik Pettersson, Gunn        For       For        Management
      Waerstad, Lars Windfeldt, Anne Gudefin,
      Olaug Svarva, Dag Mejdell, Marianne
      Blystad, and Nils Selte as Members of
      Corporate Assembly; Elect Benedikte
      Bjoern and Ann Brautaset as Deputy
      Members of Corporate Assembly
7     Reelect Elisabeth Grieg, Idar Kreutzer,   For       For        Management
      Leiv Askvig, and Olaug Svarva as Members
      of Nominating Committee
8     Approve Remuneration of Auditors          For       For        Management


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

OWENS CORNING

Ticker:       OC             Security ID:  690742101
Meeting Date: DEC 6, 2007    Meeting Type: Annual
Record Date:  OCT 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ralph F. Hake              For       For        Management
1.2   Elect Director F. Philip Handy            For       For        Management
1.3   Elect Director Marc Sole                  For       For        Management
1.4   Elect Director Michael H. Thaman          For       For        Management
1.5   Elect Director Daniel K.K. Tseung         For       For        Management
2     Amend Omnibus Stock Plan                  For       Abstain    Management
3     Ratify Auditors                           For       For        Management


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

PERNOD RICARD

Ticker:       RI             Security ID:  F72027109
Meeting Date: NOV 7, 2007    Meeting Type: Annual/Special
Record Date:  NOV 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.52  per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
6     Elect Nicole Bouton as Director           For       For        Management
7     Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 670,000
8     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
9     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 170 Million
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 68 Million
12    Authorize Board to Increase Capital in    For       For        Management
      the Event of Additional Demand Related to
      Delegation Submitted to Shareholder Vote
      Above
13    Authorize Capital Increase of up to 10    For       For        Management
      Percent of Issued Capital for Future
      Acquisitions
14    Authorize Capital Increase of Up to 20    For       For        Management
      Percent for Future Exchange Offers
15    Authorize Issuance of Debt Instruments Up For       For        Management
      to 5 Billion
16    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 170 Million for Bonus Issue or
      Increase in Par Value
17    Approve Stock Split                       For       For        Management
18    Authorize up to 1 Percent of Issued       For       For        Management
      Capital for Use in Restricted Stock Plan
19    Authorize Board to Issue Free Warrants    For       Against    Management
      with Preemptive Rights During a Public
      Tender Offer or Share Exchange
20    Approve Employee Savings-Related Share    For       For        Management
      Purchase Plan
21    Amend Articles of Association Re: Record  For       For        Management
      Date
22    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

PUGET ENERGY, INC.

Ticker:       PSD            Security ID:  745310102
Meeting Date: APR 16, 2008   Meeting Type: Special
Record Date:  FEB 14, 2008

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


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

RESOLUTION PLC

Ticker:                      Security ID:  G7521P102
Meeting Date: NOV 5, 2007    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with Friends     For       Against    Management
      Provident Plc; Authorise Directors to
      Take All Necessary Steps to Implement the
      Merger; Increase Authorised Capital to
      GBP 86,314,390.40; Issue Equity with
      Pre-emptive Rights up to GBP
      36,314,390.40 (Merger)
2     Approve Increase in Authorised Capital    For       Against    Management
      from GBP 86,314,390.40 to GBP
      110,000,000; Authorise Issue of Equity
      with Pre-emptive Rights up to GBP
      23,308,178.35
3     Authorise Issue of Equity or              For       Against    Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,531,542.15
4     Auth. Directors to Use All Reasonable     For       Against    Management
      Endeavours to Ensure That the Scheme
      Becomes Effective and the Merger is
      Implemented According to the Scheme;
      Auth. Directors to Not Adopt Any
      Alternative Proposal Until the Scheme
      Becomes Effective
5     Approve Change of Company Name to Friends For       Against    Management
      Financial Group Plc
6     Approve Friends Financial Share Incentive For       Against    Management
      Plan
7     Amend Resolution 2005 Savings Related     For       Against    Management
      Share Option Scheme
8     Approve Increase in the Maximum Number of For       Against    Management
      Directors of the Company to 16


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

RESOLUTION PLC

Ticker:                      Security ID:  G7521P102
Meeting Date: JAN 9, 2008    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorise Directors to Carry the Scheme   For       For        Management
      into Effect; Approve Reduction and
      Subsequent Increase in Capital;
      Capitalise Reserves to Impala; Issue
      Equity with Rights up to the Aggregate
      Nominal Amount of the New Ordinary
      Shares; Amend Articles of Association
2     Authorise Directors to do All Such Acts   For       For        Management
      to Ensure that the Scheme Becomes
      Effective and that the Acquisition is
      Implemented; Authorise Directors to Not
      Agree to Any Competing Proposal up to and
      Including the Date Upon which the Scheme
      Becomes Effective
3     Approve Brand Agreement Between Pearl     For       For        Management
      Group Limited and Clive Cowdery, Chairman
      of the Company


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

RESOLUTION PLC

Ticker:                      Security ID:  G7521P102
Meeting Date: JAN 9, 2008    Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement Proposed to For       For        Management
      be Made Between the Company and the
      Holders of Scheme Shares


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

RIO TINTO PLC

Ticker:       RTP            Security ID:  767204100
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE FINANCIAL STATEMENTS AND   For       For        Management
      THE REPORTS OF THE DIRECTORS AND AUDITORS
      FOR THE FULL YEAR ENDED 31 DECEMBER 2007.
2     APPROVAL OF THE REMUNERATION REPORT.      For       For        Management
3     ELECTION OF RICHARD EVANS                 For       For        Management
4     ELECTION OF YVES FORTIER                  For       For        Management
5     ELECTION OF PAUL TELLIER                  For       For        Management
6     RE-ELECTION OF THOMAS ALBANESE            For       For        Management
7     RE-ELECTION OF VIVIENNE COX               For       For        Management
8     RE-ELECTION OF RICHARD GOODMANSON         For       For        Management
9     RE-ELECTION OF PAUL SKINNER               For       For        Management
10    REAPPOINT PRICEWATERHOUSECOOPERS LLP AS   For       For        Management
      AUDITORS AND AUTHORISE THE AUDIT
      COMMITTEE TO DETERMINE THEIR
      REMUNERATION.
11    APPROVAL OF THE USE OF E-COMMUNICATIONS   For       For        Management
      FOR SHAREHOLDER MATERIALS.
12    AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
      UNDER SECTION 80 OF THE COMPANIES ACT
      1985.
13    AUTHORITY TO ALLOT EQUITY SECURITIES FOR  For       For        Management
      CASH UNDER SECTION 89 OF THE COMPANIES
      ACT 1985.
14    AUTHORITY TO PURCHASE RIO TINTO PLC       For       For        Management
      SHARES BY THE COMPANY OR RIO TINTO
      LIMITED.
15    DIRECTOR S CONFLICTS OF INTERESTS-        For       For        Management
      AMENDMENT TO THE COMPANY S ARTICLES OF
      ASSOCIATION.
16    AMENDMENTS TO THE TERMS OF THE DLC        For       For        Management
      DIVIDEND SHARES.


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

SIEMENS AG

Ticker:       SMAWF          Security ID:  D69671218
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Supervisory Board Report,         None      None       Management
      Corporate Governance Report, Remuneration
      Report, and Compliance Report for Fiscal
      2006/2007
2     Receive Financial Statements and          None      None       Management
      Statutory Reports for Fiscal 2006/2007
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.60 per Share
4.1   Postpone Discharge of Former Management   For       For        Management
      Board Member Johannes Feldmayer for
      Fiscal 2006/2007
4.2   Approve Discharge of Former Management    For       Against    Management
      Board Member Klaus Kleinfeld for Fiscal
      2006/2007
4.3   Approve Discharge of Management Board     For       For        Management
      Member Peter Loescher for Fiscal
      2006/2007
4.4   Approve Discharge of Management Board     For       For        Management
      Member Heinrich Hiesinger for Fiscal
      2006/2007
4.5   Approve Discharge of Management Board     For       For        Management
      Member Joe Kaeser for Fiscal 2006/2007
4.6   Approve Discharge of Management Board     For       Against    Management
      Member Rudi Lamprecht for Fiscal
      2006/2007
4.7   Approve Discharge of Management Board     For       Against    Management
      Member Eduardo Montes for Fiscal
      2006/2007
4.8   Approve Discharge of Management Board     For       For        Management
      Member Juergen Radomski for Fiscal
      2006/2007
4.9   Approve Discharge of Management Board     For       For        Management
      Member Erich Reinhardt for Fiscal
      2006/2007
4.10  Approve Discharge of Management Board     For       For        Management
      Member Hermann Requardt for Fiscal
      2006/2007
4.11  Approve Discharge of Management Board     For       Against    Management
      Member Uriel Sharef for Fiscal 2006/2007
4.12  Approve Discharge of Management Board     For       Against    Management
      Member Klaus Wucherer for Fiscal
      2006/2007
4.13  Approve Discharge of Former Management    For       Against    Management
      Board Member Johannes Feldmayer for
      Fiscal 2006/2007 If Discharge Should Not
      Be Postponed
5.1   Approve Discharge of Former Supervisory   For       Against    Management
      Board Member Heinrich von Pierer for
      Fiscal 2006/2007
5.2   Approve Discharge of Supervisory Board    For       For        Management
      Member Gerhard Cromme for Fiscal
      2006/2007
5.3   Approve Discharge of Supervisory Board    For       For        Management
      Member Ralf Heckmann for Fiscal 2006/2007
5.4   Approve Discharge of Supervisory Board    For       For        Management
      Member Josef Ackermann for Fiscal
      2006/2007
5.5   Approve Discharge of Supervisory Board    For       For        Management
      Member Lothar Adler for Fiscal 2006/2007
5.6   Approve Discharge of Supervisory Board    For       For        Management
      Member Gerhard Bieletzki for Fiscal
      2006/2007
5.7   Approve Discharge of Supervisory Board    For       For        Management
      Member John Coombe for Fiscal 2006/2007
5.8   Approve Discharge of Supervisory Board    For       For        Management
      Member Hildegard Cornudet for Fiscal
      2006/2007
5.9   Approve Discharge of Supervisory Board    For       For        Management
      Member Birgit Grube for Fiscal 2006/2007
5.10  Approve Discharge of Supervisory Board    For       For        Management
      Member Bettina Haller for Fiscal
      2006/2007
5.11  Approve Discharge of Supervisory Board    For       For        Management
      Member Heinz Hawreliuk for Fiscal
      2006/2007
5.12  Approve Discharge of Supervisory Board    For       For        Management
      Member Berthold Huber for Fiscal
      2006/2007
5.13  Approve Discharge of Supervisory Board    For       For        Management
      Member Walter Kroell for Fiscal 2006/2007
5.14  Approve Discharge of Supervisory Board    For       For        Management
      Member Michael Mirow for Fiscal 2006/2007
5.15  Approve Discharge of Former Supervisory   For       For        Management
      Board Member Wolfgang Mueller for Fiscal
      2006/2007
5.16  Approve Discharge of Former Supervisory   For       For        Management
      Board Member Georg Nassauer for Fiscal
      2006/2007
5.17  Approve Discharge of Supervisory Board    For       For        Management
      Member Thomas Rackow for Fiscal 2006/2007
5.18  Approve Discharge of Supervisory Board    For       For        Management
      Member Dieter Scheitor for Fiscal
      2006/2007
5.19  Approve Discharge of Supervisory Board    For       For        Management
      Member Albrecht Schmidt for Fiscal
      2006/2007
5.20  Approve Discharge of Supervisory Board    For       For        Management
      Member Henning Schulte-Noelle for Fiscal
      2006/2007
5.21  Approve Discharge of Supervisory Board    For       For        Management
      Member Peter von Siemens for Fiscal
      2006/2007
5.22  Approve Discharge of Supervisory Board    For       For        Management
      Member Jerry Speyer for Fiscal 2006/2007
5.23  Approve Discharge of Supervisory Board    For       For        Management
      Member Iain Vallance of Tummel for Fiscal
      2006/2007
6     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal 2007/2008
7     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares
8     Authorize Use of Financial Derivatives of For       For        Management
      up to 5 Percent of Issued Share Capital
      When Repurchasing Shares
9.1   Reelect Josef Ackermann to the            For       For        Management
      Supervisory Board
9.2   Elect Jean-Louis Beffa to the Supervisory For       For        Management
      Board
9.3   Elect Gerd von Brandenstein to the        For       For        Management
      Supervisory Board
9.4   Reelect Gerhard Cromme to the Supervisory For       For        Management
      Board
9.5   Elect Michael Diekmann to the Supervisory For       For        Management
      Board
9.6   Elect Hans Gaul to the Supervisory Board  For       For        Management
9.7   Elect Peter Gruss to the Supervisory      For       For        Management
      Board
9.8   Elect Nicola Leibinger-Kammueller to the  For       For        Management
      Supervisory Board
9.9   Elect Hakan Samuelsson to the Supervisory For       For        Management
      Board
9.10  Reelect Iain Vallance of Tummel to the    For       For        Management
      Supervisory Board


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

SLM CORPORATION

Ticker:       SLM            Security ID:  78442P106
Meeting Date: AUG 15, 2007   Meeting Type: Special
Record Date:  JUN 29, 2007

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


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

SLM CORPORATION

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann Torre Bates            For       For        Management
2     Elect Director W.M. Diefenderfer III      For       For        Management
3     Elect Director Diane Suitt Gilleland      For       For        Management
4     Elect Director Earl A. Goode              For       For        Management
5     Elect Director Ronald F. Hunt             For       For        Management
6     Elect Director Albert L. Lord             For       For        Management
7     Elect Director Michael E. Martin          For       For        Management
8     Elect Director Barry A. Munitz            For       For        Management
9     Elect Director Howard H. Newman           For       For        Management
10    Elect Director A. Alexander Porter, Jr.   For       For        Management
11    Elect Director Frank C. Puleo             For       For        Management
12    Elect Director Wolfgang Schoellkopf       For       For        Management
13    Elect Director Steven L. Shapiro          For       For        Management
14    Elect Director Anthony P. Terracciano     For       For        Management
15    Elect Director Barry L. Williams          For       For        Management
16    Approve Increase in Size of Board         For       For        Management
17    Ratify Auditors                           For       For        Management


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

SOCIETE GENERALE

Ticker:       GLE            Security ID:  F43638141
Meeting Date: MAY 27, 2008   Meeting Type: Annual/Special
Record Date:  MAY 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Allocation of Income and of       For       For        Management
      Dividends of EUR 0.90 per Share
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Elect a Director                          None      None       Management
6     Reelect Michel Cicurel as Director        For       For        Management
7     Reelect Luc Vandevelde as Director        For       For        Management
8     Elect Nathalie Rachou as Director         For       For        Management
9     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 220 Million
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 100 Million
12    Authorize Board to Increase Capital in    For       For        Management
      the Event of Additional Demand Related to
      Delegations Submitted to Shareholder
      Votes Above
13    Authorize Capital Increase of up to 10    For       For        Management
      Percent of Issued Capital for Future
      Acquisitions
14    Approve Employee Stock Purchase Plan      For       For        Management
15    Approve Stock Option Plans Grants         For       For        Management
16    Authorize up to 2 Percent of Issued       For       For        Management
      Capital for Use in Restricted Stock Plan
17    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
18    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

SOCIETE GENERALE

Ticker:       GLE            Security ID:  F8587L150
Meeting Date: MAY 27, 2008   Meeting Type: Annual/Special
Record Date:  MAY 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Allocation of Income and of       For       For        Management
      Dividends of EUR 0.90 per Share
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Elect a Director                          None      None       Management
6     Reelect Michel Cicurel as Director        For       For        Management
7     Reelect Luc Vandevelde as Director        For       For        Management
8     Elect Nathalie Rachou as Director         For       For        Management
9     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 220 Million
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 100 Million
12    Authorize Board to Increase Capital in    For       For        Management
      the Event of Additional Demand Related to
      Delegations Submitted to Shareholder
      Votes Above
13    Authorize Capital Increase of up to 10    For       For        Management
      Percent of Issued Capital for Future
      Acquisitions
14    Approve Employee Stock Purchase Plan      For       For        Management
15    Approve Stock Option Plans Grants         For       For        Management
16    Authorize up to 2 Percent of Issued       For       For        Management
      Capital for Use in Restricted Stock Plan
17    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
18    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

SYCAMORE NETWORKS, INC.

Ticker:       SCMR           Security ID:  871206108
Meeting Date: JUL 30, 2007   Meeting Type: Annual
Record Date:  JUN 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Donahue          For       For        Management
1.2   Elect Director John W. Gerdelman          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

SYCAMORE NETWORKS, INC.

Ticker:       SCMR           Security ID:  871206108
Meeting Date: DEC 20, 2007   Meeting Type: Annual
Record Date:  OCT 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig R. Benson            For       For        Management
1.2   Elect Director Gururaj Deshpande          For       For        Management
2     Approve Reverse Stock Split               For       For        Management
3     Ratify Auditors                           For       For        Management


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

TELE ATLAS NV

Ticker:                      Security ID:  N8501W101
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Announcements (non-voting)        None      Did Not    Management
                                                          Vote
3     Receive Report of Management Board        None      Did Not    Management
      (Non-Voting)                                        Vote
4     Approve Financial Statements              For       Did Not    Management
                                                          Vote
5     Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
6     Approve Discharge of Supervisory Board    For       Did Not    Management
                                                          Vote
7a    Reelect George Schmitt to Supervisory     For       Did Not    Management
      Board                                               Vote
7b    Reelect Charles Cotton to Supervisory     For       Did Not    Management
      Board                                               Vote
8     Ratify Auditors                           For       Did Not    Management
                                                          Vote
9     Authorize Repurchase of Shares            For       Did Not    Management
                                                          Vote
10    Other Business (Non-Voting)               None      Did Not    Management
                                                          Vote
11    Close Meeting                             None      Did Not    Management
                                                          Vote


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

TEMPLE-INLAND INC.

Ticker:       TIN            Security ID:  879868107
Meeting Date: MAY 2, 2008    Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry R. Faulkner         For       For        Management
1.2   Elect  Director Jeffrey M. Heller         For       For        Management
1.3   Elect  Director Doyle R. Simons           For       For        Management
1.4   Elect  Director W. Allen Reed             For       For        Management
1.5   Elect  Director J. Patrick Maley III      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Ellis "Jeb" Bush      For       For        Management
1.2   Elect Director Trevor Fetter              For       For        Management
1.3   Elect Director Brenda J. Gaines           For       For        Management
1.4   Elect Director Karen M. Garrison          For       For        Management
1.5   Elect Director Edward A. Kangas           For       For        Management
1.6   Elect Director J. Robert Kerrey           For       For        Management
1.7   Elect Director Floyd D. Loop              For       For        Management
1.8   Elect Director Richard R. Pettingill      For       For        Management
1.9   Elect Director James A. Unruh             For       For        Management
1.10  Elect Director J. McDonald Williams       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Eliminate Supermajority Vote Requirement  For       For        Management
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
6     Pay For Superior Performance              Against   Against    Shareholder
7     Ratify Auditors                           For       For        Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     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


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James L. Barksdale         For       For        Management
2     Elect Director Jeffrey L. Bewkes          For       For        Management
3     Elect Director Stephen F. Bollenbach      For       For        Management
4     Elect Director Frank J. Caufield          For       For        Management
5     Elect Director Robert C. Clark            For       For        Management
6     Elect Director Mathias Dopfner            For       For        Management
7     Elect Director Jessica P. Einhorn         For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director Michael A. Miles           For       For        Management
10    Elect Director Kenneth J. Novack          For       Against    Management
11    Elect Director Richard D. Parsons         For       For        Management
12    Elect Director Deborah C. Wright          For       For        Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Amend Executive Incentive Bonus Plan      For       For        Management
15    Ratify Auditors                           For       For        Management
16    Require Independent Board Chairman        Against   For        Shareholder


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TRANE INC.

Ticker:       TT             Security ID:  892893108
Meeting Date: JUN 5, 2008    Meeting Type: Special
Record Date:  APR 23, 2008

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


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TRUMP ENTERTAINMENT RESORTS INC

Ticker:       TRMP           Security ID:  89816T103
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward H. D'Alelio         For       Withhold   Management
1.2   Elect Director James J. Florio            For       Withhold   Management
1.3   Elect Director Ivanka M. Trump            For       For        Management
2     Ratify Auditors                           For       For        Management


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TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: SEP 7, 2007    Meeting Type: Annual
Record Date:  JUL 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Leldon E. Echols           For       For        Management
3.2   Elect Director Kerney Laday               For       For        Management
3.3   Elect Director Jack E. Little             For       For        Management
3.4   Elect Director Gerardo I. Lopez           For       For        Management
3.5   Elect Director J. E. Oesterreicher        For       For        Management
3.6   Elect Director Michael W. Ranger          For       For        Management
3.7   Elect Director Leonard H. Roberts         For       For        Management
3.8   Elect Director Glenn F. Tilton            For       For        Management
3.9   Elect Director C. John Wilder             For       For        Management
4     Ratify Auditors                           For       For        Management
5     Adopt Quantitative Emissions Goals        Against   Against    Shareholder
6     Report on Political Contributions         Against   Against    Shareholder


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TYCO ELECTRONICS LTD.

Ticker:       TEL            Security ID:  G9144P105
Meeting Date: MAR 10, 2008   Meeting Type: Annual
Record Date:  JAN 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pierre R. Brondeau        For       For        Management
1.2   Elect  Director Ram Charan                For       For        Management
1.3   Elect  Director Juergen W. Gromer         For       For        Management
1.4   Elect  Director Robert M. Hernandez       For       For        Management
1.5   Elect  Director Thomas J. Lynch           For       For        Management
1.6   Elect  Director Daniel J. Phelan          For       For        Management
1.7   Elect  Director Frederic M. Poses         For       For        Management
1.8   Elect  Director Lawrence S. Smith         For       For        Management
1.9   Elect  Director Paula A. Sneed            For       For        Management
1.10  Elect  Director David P. Steiner          For       For        Management
1.11  Elect  Director Sandra S. Wijnberg        For       For        Management
2     Ratify Auditors                           For       For        Management


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UAL CORPORATION

Ticker:       UAUA           Security ID:  902549807
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard J. Almeida         For       For        Management
1.2   Elect Director Mary K. Bush               For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director Walter Isaacson            For       For        Management
1.5   Elect Director Robert D. Krebs            For       For        Management
1.6   Elect Director Robert S. Miller           For       For        Management
1.7   Elect Director James J. O'Connor          For       For        Management
1.8   Elect Director Glenn F. Tilton            For       For        Management
1.9   Elect Director David J. Vitale            For       For        Management
1.10  Elect Director John H. Walker             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Report on Charitable Contributions        Against   Against    Shareholder


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VIRGIN MEDIA INC.

Ticker:       VMED           Security ID:  92769L101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  APR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William R. Huff            For       For        Management
1.2   Elect Director James F. Mooney            For       For        Management
2     Ratify Auditors                           For       For        Management


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WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John I. Kieckhefer         For       Against    Management
2     Elect Director Arnold G. Langbo           For       Against    Management
3     Elect Director Charles R. Williamson      For       Against    Management
4     Require Independent Board Chairman        Against   For        Shareholder
5     Ratify Auditors                           For       For        Management

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                                   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/GALEN G. VETTER
                         ------------------------------------------------------
                         Galen G. Vetter,
                         Chief Executive Officer - Finance and Administration

Date  AUGUST 27, 2008
      ----------------

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