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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-21306
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FRANKLIN MUTUAL RECOVERY FUND
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(Exact name of registrant as specified in charter)
101 JOHN F. KENNEDY PARKWAY, SHORT HILLS, NJ 07078-2789
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(Address of principal executive offices) (Zip code)
MURRAY L. SIMPSON, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Name and address of agent for service)
Registrant's telephone number, including area code: (973) 912-2086
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Date of fiscal year end: 3/31
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Date of reporting period: 6/30/05
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ITEM 1. PROXY VOTING RECORD
ADVANCED FIBRE COMMUNICATIONS, INC.
Ticker: AFCI Security ID: 00754A105
Meeting Date: NOV 30, 2004 Meeting Type: Special
Record Date: OCT 25, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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ANGLO AMERICAN PLC (FORMERLY ANGLO AME. CORP. OF S. AFRICA L
Ticker: Security ID: G03764100
Meeting Date: APR 20, 2005 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 51 US Cents Per For For Management
Share
3 Elect R Medori as Director For For Management
4 Elect R Alexander as Director For For Management
5 Elect D Hathorn as Director For For Management
6 Elect S Thompson as Director For For Management
7 Re-elect R Godsell as Director For For Management
8 Re-elect A Trahar as Director For For Management
9 Re-elect K Van Miert as Director For For Management
10 Reappoint Deloitte & Touche LLP as For For Management
Auditors of the Company
11 Authorise Board to Fix Remuneration of For For Management
the Auditors
12 Approve Remuneration Report For For Management
13 Authorise Issue of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
USD 248,500,000
14 Authorise Issue of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 37,250,000
15 Authorise 149,000,000 Shares for Market For For Management
Purchase
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AQUILA INC.
Ticker: ILA Security ID: 03840P102
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Herman Cain For For Management
1.2 Elect Director Patrick J. Lynch For For Management
1.3 Elect Director Nicholas J. Singer For For Management
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ASTELLAS PHARMA INC. (FRMLY. YAMANOUCHI PHARMACEUTICAL CO. LTD.)
Ticker: Security ID: J03393105
Meeting Date: JUN 24, 2005 Meeting Type: Annual
Record Date: MAR 31, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, Including For For Management
the Following Dividends: Interim JY 15,
Final JY 16, Special JY 0
2.1 Elect Director For For Management
2.2 Elect Director For For Management
3 Approve Retirement Bonuses for Directors For For Management
and Statutory Auditors, and Special
Payments to Continuing Directors and
Statutory Auditor in Connection with
Abolition of Retirement Bonus System
4 Approve Deep Discount Stock Option Plan For For Management
5 Approve Adjustment to Aggregate For For Management
Compensation Ceiling for Directors
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AZTAR CORP.
Ticker: AZR Security ID: 054802103
Meeting Date: MAY 12, 2005 Meeting Type: Annual
Record Date: MAR 17, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John B. Bohle For For Management
1.2 Elect Director John A. Spencer For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
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BEVERLY ENTERPRISES, INC.
Ticker: BEV Security ID: 087851309
Meeting Date: APR 21, 2005 Meeting Type: Proxy Contest
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Floyd For Withhold Management
1.2 Elect Director Melanie Creaghan Dreyer For Withhold Management
1.3 Elect Director John J. Fowler, Jr. For Withhold Management
1.4 Elect Director John P. Howe III For Withhold Management
1.5 Elect Director James W. McLane For Withhold Management
1.6 Elect Director Ivan R. Sabel For Withhold Management
1.7 Elect Director Donald L. Seeley For Withhold Management
1.8 Elect Director Marilyn R. Seymann For Withhold Management
2 Ratify Auditors For For Management
3 Fix Number of Directors Against Withhold Management
4 Amend Articles/Bylaws/Charter-Non-Routine Against Withhold Management
5 Other Business Against Withhold Management
1 Fix Number of Directors For Abstain Management
2 Amend Articles/Bylaws/Charter-Non-Routine For Abstain Management
3.1 Elect Director Jeffrey A. Brodsky For Abstain Management
3.2 Elect Directors John J. Durso For Abstain Management
3.3 Elect Directors Philip L. Maslowe For Abstain Management
3.4 Elect Directors Charles M. Masson For Abstain Management
3.5 Elect Directors Mohsin Y. Meghji For Abstain Management
3.6 Elect Directors Guy Sansone For Abstain Management
4 Other Business For Abstain Management
5 Ratify Auditors For Abstain Management
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CADENCE DESIGN SYSTEMS, INC.
Ticker: CDN Security ID: M97385112
Meeting Date: MAR 30, 2005 Meeting Type: Special
Record Date: FEB 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO ADOPT THE AGREEMENT AND PLAN OF For For Management
MERGER, DATED JANUARY 12, 2005, BY AND
AMONG CADENCE DESIGN SYSTEMS, INC.,
SCIOTO RIVER LTD., A WHOLLY OWNED
SUBSIDIARY OF CADENCE DESIGN SYSTEMS,
INC., AND VERISITY LTD. AND APPROVE THE
MERGER OF SCIOTO RIVER LTD. WITH
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CHELSEA PROPERTY GROUP, INC.
Ticker: CPG Security ID: 163421100
Meeting Date: OCT 13, 2004 Meeting Type: Special
Record Date: AUG 23, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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GUIDANT CORP.
Ticker: GDT Security ID: 401698105
Meeting Date: APR 27, 2005 Meeting Type: Special
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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HOLLINGER INC.
Ticker: HLG.C Security ID: 43556C606
Meeting Date: MAR 31, 2005 Meeting Type: Special
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Consolidation of Retractable None For Management
Common shares Leading to the
Privatisation of the Company
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IMPERIAL TOBACCO GROUP PLC
Ticker: ITY Security ID: G4721W102
Meeting Date: FEB 1, 2005 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 35 Pence Per For For Management
Share
4 Re-elect Anthony Alexander as Director For For Management
5 Re-elect Derek Bonham as Director For For Management
6 Re-elect Gareth Davis as Director For For Management
7 Re-elect Robert Dyrbus as Director For For Management
8 Elect Susan Murray as Director For For Management
9 Reappoint PricewaterhouseCoopers LLP as For For Management
Auditors of the Company
10 Authorise Board to Fix Remuneration of For For Management
the Auditors
11.1 Authorise the Company to Make EU For For Management
Political Donations up to Aggregate
Nominal Amount of GBP 25,000 and Incur EU
Political Expenditure Not Exceeding GBP
25,000
11.2 Authorise Imperial Tobacco Ltd. to Make For For Management
EU Political Donations up to Aggregate
Nominal Amount of GBP 25,000 and Incur EU
Political Expenditure Not Exceeding GBP
25,000
11.3 Authorise Imperial Tobacco International For For Management
Ltd. to Make EU Political Donations up to
Aggregate Nominal Amount of GBP 25,000
and Incur EU Political Expenditure Not
Exceeding GBP 25,000
11.4 Authorise Van Nelle Tabak Nederland B.V. For For Management
to Make EU Political Donations up to
Aggregate Nominal Amount of GBP 25,000
and Incur EU Political Expenditure Not
Exceeding GBP 25,000
11.5 Authorise John Player & Sons Ltd. to Make For For Management
EU Political Donations up to Aggregate
Nominal Amount of GBP 25,000 and Incur EU
Political Expenditure Not Exceeding GBP
25,000
11.6 Authorise Reemtsma Cigarettenfabriken For For Management
GmbH to Make EU Political Donations up to
Aggregate Nominal Amount of GBP 25,000
and Incur EU Political Expenditure Not
Exceeding GBP 25,000
11.7 Authorise Ets L. Lacroix Fils NV/SA to For For Management
Make EU Political Donations up to
Aggregate Nominal Amount of GBP 25,000
and Incur EU Political Expenditure Not
Exceeding GBP 25,000
12 Approve Imperial Tobacco Group For For Management
International Sharesave Plan
13 Amend Imperial Tobacco Group Share For For Management
Matching Scheme
14 Amend Imperial Tobacco Group Long Term For For Management
Incentive Plan
15 Authorise Issuance of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
GBP 24,300,000
16 Authorise Issuance of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 3,645,000
17 Authorise 72,900,000 Shares for Market For For Management
Purchase
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KINDRED HEALTHCARE, INC.
Ticker: KIND Security ID: 494580103
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: MAR 31, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward L. Kuntz For For Management
1.2 Elect Director Thomas P. Cooper, M.D. For For Management
1.3 Elect Director Paul J. Diaz For For Management
1.4 Elect Director Michael J. Embler For For Management
1.5 Elect Director Garry N. Garrison For For Management
1.6 Elect Director Isaac Kaufman For For Management
1.7 Elect Director John H. Klein For For Management
1.8 Elect Director Eddy J. Rogers, Jr. For For Management
2 Ratify Auditors For For Management
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KROLL INC.
Ticker: NYNY Security ID: 501049100
Meeting Date: JUL 8, 2004 Meeting Type: Special
Record Date: JUN 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Other Business For For Management
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MAGNUM HUNTER RESOURCES, INC.
Ticker: Security ID: 55972F203
Meeting Date: JUN 6, 2005 Meeting Type: Special
Record Date: APR 29, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Other Business For Against Management
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MARKS & SPENCER GROUP PLC (FORMERLY MARKS & SPENCER PLC)
Ticker: Security ID: G5824M107
Meeting Date: JUL 14, 2004 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 7.1 Pence Per For For Management
Ordinary Share
4 Elect Maurice Helfgott as Director For For Management
5 Elect Mark McKeon as Director For For Management
6 Elect Stuart Rose as Director For For Management
7 Elect Charles Wilson as Director For For Management
8 Re-elect Kevin Lomax as Director For For Management
9 Re-elect Paul Myners as Director For For Management
10 Re-elect Brian Baldock as Director For For Management
11 Re-appoint PricewaterhouseCoopers LLP as For For Management
Auditors and Authorise Board to Fix
Remuneration of Auditors
12 Authorise Issuance of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
GBP 188,790,912
13 Authorise Issuance of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 28,318,636
14 Authorise 226 Million Ordinary Shares for For For Management
Market Purchase
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MARKS & SPENCER GROUP PLC (FORMERLY MARKS & SPENCER PLC)
Ticker: Security ID: G5824M107
Meeting Date: OCT 22, 2004 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Authorise 692,771,084 Ordinary Shares For For Management
(GBP 2.3 billion) for Market Purchase
Pursuant to the Tender Offer
2 Authorise 158,743,463 Ordinary Shares for For For Management
Market Purchase other than that Proposed
in Resolution 1
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NEWS CORPORATION
Ticker: NWS Security ID: 652487802
Meeting Date: OCT 26, 2004 Meeting Type: Special
Record Date: SEP 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 SHARE SCHEME MEETING OF PREFERRED For For Management
SHAREHOLDERS. APPROVAL OF THE SHARE
SCHEME DESCRIBED IN THE INFORMATION
MEMORANDUM.
2 CAPITAL REDUCTION MEETING. APPROVAL OF For For Management
THE CAPITAL REDUCTION BY CANCELLATION OF
ALL SHARES IN THE COMPANY.
3 IF YOU MARK THE AGAINST BOX, YOU WILL NOT For For Management
VOTE AS REGISTERED LEGAL OWNER OF
NEWSCORP SHARES AND YOUR VOTE WILL NOT BE
COUNTED IN DETERMINING WHETHER THE SHARE
SCHEME IS APPROVED BY A MAJORITY IN
NUMBER OF SHAREHOLDERS VOTING AT THE
MEETINGS.
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NRG ENERGY INC
Ticker: NRG Security ID: 629377508
Meeting Date: AUG 4, 2004 Meeting Type: Annual
Record Date: JUL 8, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ramon Betolaza For For Management
1.2 Elect Director David Crane For For Management
1.3 Elect Director Stephen L. Cropper For For Management
1.4 Elect Director Thomas H. Weidemeyer 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
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NTL INCORPORATED
Ticker: NTLI Security ID: 62940M104
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: APR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James F. Mooney For For Management
1.2 Elect Director William R. Huff For For Management
1.3 Elect Director George R. Zoffinger For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
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ORKLA A/S
Ticker: Security ID: R67787102
Meeting Date: APR 14, 2005 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 Ordinary Dividends of NOK 4.50
per Share and Special Dividends of NOK 5
per Share
2 Amend Articles Re: Stipulate that General For For Management
Meeting Elect Two to Four Representatives
to Serve on Nominating Committee with
Chairman of Corporate Assembly; Specify
Tasks of Nominating Committee
3 Approve NOK 25.1 Million Reduction in For For Management
Share Capital via Share Cancellation
4 Authorize Repurchase of Up to Ten Percent For For Management
of Issued Share Capital Until Next AGM
5 Approve Creation of NOK 90 Million Pool For For Management
of Conditional Capital without Preemptive
Rights
6 Reelect Arnkvaern, Grieg, Lie, Andresen, For For Management
Aaser, and Kreutzer as Members of
Corporate Assembly; Elect Sletteberg as
New Member of Corporate Assembly; Elect
Venold, Fossum, Hokholt, Roedsaether,
Hoeegh, and Johnson as Deputy Members of
Corporate Assembly
7 Elect Rune Selmar and Leiv Askvig as New For For Management
Members of Nominating Committee
8 Approve Remuneration of Auditors For For Management
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POGO PRODUCING CO.
Ticker: PPP Security ID: 730448107
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert H. Campbell For For Management
1.2 Elect Director Thomas A. Fry, III For For Management
1.3 Elect Director Stephen A. Wells For For Management
2 Ratify Auditors For For Management
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REYNOLDS AMERICAN INC
Ticker: RAI Security ID: 76182K105
Meeting Date: JUL 28, 2004 Meeting Type: Special
Record Date: JUN 16, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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ROUSE CO., THE
Ticker: RSE Security ID: 779273101
Meeting Date: NOV 9, 2004 Meeting Type: Special
Record Date: OCT 8, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )
Ticker: Security ID: F5548N101
Meeting Date: DEC 23, 2004 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger by Absorption of Aventis For For Management
by Sanofi-Aventis; Authorize Issuance of
19.1 Million Shares to Compensate Aventis
Minority Shareholders
2 Approve Accounting Treatment of For For Management
Absorption
3 Assume Obligations of 257,248 Outstanding For For Management
Aventis Warrants; Authorize Issuance of
Up to 301,984 Sanofi-Aventis Shares to
Satisfy Conversion of Aventis Warrants
4 Assume Obligations of 48.08 Million For For Management
Outstanding Aventis Stock Options;
Authorize Issuance of Sanofi-Aventis
Shares to Satisfy Conversion of Aventis
Stock Options
5 Set Dec. 31, 2004, as Effective Date of For For Management
Merger and Related Capital Increase to
Aventis Minority Shareholders
6 Amend Articles to Reflect Changes in For For Management
Capital
7 Approve Capital Increase Reserved for For For Management
Employees Participating in
Savings-Related Share Purchase Plan
8 Authorize Filing of Required For For Management
Documents/Other Formalities
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SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )
Ticker: Security ID: F5548N101
Meeting Date: MAY 31, 2005 Meeting Type: Annual/Special
Record Date:
# 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 1.20 per Share
4 Approve Special Auditors' Report For For Management
Regarding Related-Party Transactions
5 Ratify PricewaterhouseCoopers Audit as For For Management
Auditor
6 Ratify Pierre Coll as Alternate Auditor For For Management
7 Authorize Repurchase of Up to Ten Percent For For Management
of Issued Share Capital
8 Cancel Outstanding Debt Issuance For For Management
Authority
9 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with Preemptive
Rights up to Aggregate Nominal Amount of
EUR 1.4 Billion; Authorize Global Limit
of EUR 1.6 Billion
10 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate Nominal
Amount of EUR 840 Million
11 Authorize Capitalization of Reserves of For For Management
Up to EUR 500 Million for Bonus Issue or
Increase in Par Value
12 Authorize Board to Increase Capital in For Against Management
the Event of Demand Exceeding Amounts
Proposed in Issuance Authorities Above
13 Approve Capital Increase Reserved for For For Management
Employees Participating in
Savings-Related Share Purchase Plan
14 Approve Stock Option Plan Grants For For Management
15 Authorize Up to 1 Percent of Issued For For Management
Capital For Use in Restricted Stock Plan
16 Approve Reduction in Share Capital via For For Management
Cancellation of Repurchased Shares
17 Authorize Filing of Required For For Management
Documents/Other Formalities
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SELECT MEDICAL CORP.
Ticker: SEM Security ID: 816196109
Meeting Date: FEB 24, 2005 Meeting Type: Special
Record Date: JAN 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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TELEWEST GLOBAL, INC.
Ticker: TLWT Security ID: 87956T107
Meeting Date: MAY 9, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry R. Elson For For Management
1.2 Elect Director Michael J. McGuiness For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
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VERITAS SOFTWARE CORP.
Ticker: VRTS Security ID: 923436109
Meeting Date: JUN 24, 2005 Meeting Type: Special
Record Date: MAY 12, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) FRANKLIN MUTUAL RECOVERY FUND
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By:(Signature and Title)*/s/JIMMY D. GAMBILL
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Jimmy D. Gambill,
Chief Executive Officer - Finance and Administration
Date August 26, 2005
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*Print the name and title of each signing officer under his or her signature.