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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)
51 JOHN F. KENNEDY PARKWAY, SHORT HILLS, NJ 07078
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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: 6/30/04
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ITEM 1. PROXY VOTING RECORD
ADVANCEPCS
Ticker: ADVP Security ID: 00790K109
Meeting Date: MAR 22, 2004 Meeting Type: Annual
Record Date: FEB 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2.1 Elect Director T. Danny Phillips For For Management
2.2 Elect Director Dr. George Poste For For Management
2.3 Elect Director Jean-Pierre Millon For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Articles For For Management
5 Ratify Auditors For For Management
6 Adjourn Meeting For For Management
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ALLEGHENY ENERGY, INC.
Ticker: AYE Security ID: 017361106
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 16, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Eleanor Baum For For Management
1.2 Elect Director Cyrus F. Freidheim, Jr. For For Management
1.3 Elect Director Ted J. Kleisner For For Management
2 Eliminate Cumulative Voting For For Management
3 Approve Non-Employee Director Stock For For Management
Option Plan
4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management
6 Amend Vote Requirements to Amend For For Shareholder
Articles/Bylaws/Charter
7 Submit Shareholder Rights Plan (Poison For For Shareholder
Pill) to Shareholder Vote
8 Declassify the Board of Directors For For Shareholder
9 Separate Chairman and CEO Positions Against Against Shareholder
10 Expense Stock Options Against Against Shareholder
11 Adopt a Policy that will Commit Executive Against Against Shareholder
& Directors to Hold at Least 50% of their
Shares
12 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
13 Restore Preemptive Rights of Shareholders Against Against Shareholder
14 Reincorporate in Another State from Against Against Shareholder
Maryland to Delaware
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ALLEGHENY ENERGY, INC.
Ticker: AYE Security ID: 017361106
Meeting Date: NOV 14, 2003 Meeting Type: Annual
Record Date: SEP 29, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director H. Furlong Baldwin For For Management
1.2 Elect Director Julia L. Johnson For For Management
1.3 Elect Director Gunnar E. Sarsten For For Management
2 Ratify Auditors For For Management
3 Submit Shareholder Rights Plan (Poison Against Against Shareholder
Pill) to Shareholder Vote
4 Performance- Based/Indexed Options Against Against Shareholder
5 Performance- Based/Indexed Options Against Against Shareholder
6 Expense Stock Options Against Against Shareholder
7 Separate Chairman and CEO Positions Against Against Shareholder
8 Adopt Simple Majority Vote Requirement Against Against Shareholder
9 Declassify the Board of Directors Against Against Shareholder
10 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
11 Reincorporate in Another State from Against Against Shareholder
Maryland to Delaware
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AMERSHAM PLC (FORMERLY NYCOMED AMERSHAM PLC)
Ticker: NYE.B Security ID: G03282103
Meeting Date: MAR 17, 2004 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Scheme of Arrangement; and Amend For Did Not Management
Articles Re: Scheme Vote
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ANGLO AMERICAN PLC (FORMERLY ANGLO AME. CORP. OF S. AFRICA L
Ticker: Security ID: G03764100
Meeting Date: APR 21, 2004 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 39 US cents Per For For Management
Ordinary Share
3 Elect M Marques as Director For For Management
4 Re-elect Barry Davison as Director For For Management
5 Re-elect Chris Fay as Director For For Management
6 Re-elect Tony Lea as Director For For Management
7 Re-elect Rob Margetts as Director For For Management
8 Re-elect Bill Nairn as Director For For Management
9 Re-elect Nicky Oppenheimer as Director For For Management
10 Re-appoint Deloitte and Touche LLP as For For Management
Auditors and Authorise Board to Fix
Remuneration of Auditors
11 Approve Remuneration Report For For Management
12 Approve Anglo American Bonus Share Plan For For Management
2004
13 Authorise the Directors to Establish For For Management
Further Similar Bonus Share Plans
14 Authorise Issuance of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
USD 246,500,000
15 Authorise Issuance of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 31,750,000
16 Authorise 148 Million Shares for Market For For Management
Purchase
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AT&T WIRELESS SERVICES, INC.
Ticker: AWE Security ID: 00209A106
Meeting Date: MAY 19, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2.1 Elect Director Nobuharu Ono For For Management
2.2 Elect Director Carolyn M. Ticknor For For Management
2.3 Elect Director John D. Zeglis For For Management
3 Ratify Auditors For For Management
4 Limit Executive Compensation Against Against Shareholder
5 Prohibit Awards to Executives Against Against Shareholder
6 Require Affirmative Vote of a Majority of Against Against Shareholder
the Shares to Elect Directors
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AVENTIS SA (FORMERLY RHONE-POULENC )
Ticker: RP.PA Security ID: F0590R100
Meeting Date: JUN 11, 2004 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 1.23 per Share
4 Approve Special Auditors' Report For For Management
Regarding Related-Party Transactions
5 Authorize Repurchase of Up to Ten Percent For For Management
of Issued Share Capital
6 Ratify Yves Nicolas as Alternate Auditor For For Management
7 Amend Article 7 to Reflect 2003 Legal For Against Management
Changes Re: Shareholding Disclosure
Requirement
8 Amend Article 11 to Set Term of For For Management
Management Board Members at Three Years,
Down From Five Years Previously
9 Amend Article 13 to Set Term of For For Management
Supervisory Board Members at Three Years,
Down From Five Years Previously
10 Reelect Jean-Marc Bruel as Supervisory For For Management
Board Member
11 Reelect Martin Fruhauf as Supervisory For For Management
Board Member
12 Reelect Serge Kampf as Supervisory Board For For Management
Member
13 Reelect Hubert Markl as Supervisory Board For For Management
Member
14 Reelect Gunter Metz as Supervisory Board For For Management
Member
15 Reelect Didier Pineau-Valencienne as For For Management
Supervisory Board Member
16 Reelect Seham Razzouqi as Supervisory For For Management
Board Member
17 Reelect Michel Renault as Supervisory For For Management
Board Member
18 Reelect Hans-Jurgen Schinzler as For For Management
Supervisory Board Member
19 Reelect Marc Vienot as Supervisory Board For For Management
Member
20 Authorize Filing of Required For For Management
Documents/Other Formalities
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BANK MUTUAL CORPORATION
Ticker: BKMU Security ID: 063750103
Meeting Date: MAY 3, 2004 Meeting Type: Annual
Record Date: MAR 4, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael T. Crowley, Sr. For For Management
1.2 Elect Director Raymond W. Dwyer, Jr. For For Management
1.3 Elect Director J. Gus Swoboda For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
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BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: APR 7, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Barnet, III For Did Not Management
Vote
1.2 Elect Director Charles W. Coker For Did Not Management
Vote
1.3 Elect Director John T. Collins For Did Not Management
Vote
1.4 Elect Director Gary L. Countryman For Did Not Management
Vote
1.5 Elect Director Paul Fulton For Did Not Management
Vote
1.6 Elect Director Charles K. Gifford For Did Not Management
Vote
1.7 Elect Director Donald E. Guinn For Did Not Management
Vote
1.8 Elect Director James H. Hance, Jr. For Did Not Management
Vote
1.9 Elect Director Kenneth D. Lewis For Did Not Management
Vote
1.10 Elect Director Walter E. Massey For Did Not Management
Vote
1.11 Elect Director Thomas J. May For Did Not Management
Vote
1.12 Elect Director C. Steven McMillan For Did Not Management
Vote
1.13 Elect Director Eugene M. McQuade For Did Not Management
Vote
1.14 Elect Director Patricia E. Mitchell For Did Not Management
Vote
1.15 Elect Director Edward L. Romero For Did Not Management
Vote
1.16 Elect Director Thomas M. Ryan For Did Not Management
Vote
1.17 Elect Director O. Temple Sloan, Jr. For Did Not Management
Vote
1.18 Elect Director Meredith R. Spangler For Did Not Management
Vote
1.19 Elect Director Jackie M. Ward For Did Not Management
Vote
2 Ratify Auditors For Did Not Management
Vote
3 Change Date of Annual Meeting Against Did Not Shareholder
Vote
4 Adopt Nomination Procedures for the Board Against Did Not Shareholder
Vote
5 Charitable Contributions Against Did Not Shareholder
Vote
6 Establish Independent Committee to Review Against Did Not Shareholder
Mutual Fund Policy Vote
7 Adopt Standards Regarding Privacy and Against Did Not Shareholder
Information Security Vote
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BANK ONE CORP.
Ticker: ONE Security ID: 06423A103
Meeting Date: MAY 25, 2004 Meeting Type: Annual
Record Date: APR 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2.1 Elect Director John H. Bryan For For Management
2.2 Elect Director Stephen B. Burke For For Management
2.3 Elect Director James S. Crown For For Management
2.4 Elect Director James Dimon For For Management
2.5 Elect Director Maureen A. Fay For For Management
2.6 Elect Director Laban P. Jackson, Jr. For For Management
2.7 Elect Director John W. Kessler For For Management
2.8 Elect Director Robert I. Lipp For For Management
2.9 Elect Director Richard A. Manoogian For For Management
2.10 Elect Director David C. Novak For For Management
2.11 Elect Director John W. Rogers, Jr. For For Management
2.12 Elect Director Frederick P. Stratton, For For Management
Jr.
3 Ratify Auditors For For Management
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CALPINE CORP.
Ticker: CPN Security ID: 131347106
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: MAR 29, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ann B. Curtis For For Management
1.2 Elect Director Kenneth T. Derr For For Management
1.3 Elect Director Gerald Greenwald For For Management
2 Increase Authorized Common Stock For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Employee Stock Purchase Plan For For Management
5 Implement Indigenous Peoples Right Against Against Shareholder
Policy/ Cease Medicine Lake Development
6 Limit Awards to Executives Against Against Shareholder
7 Include Voting Recommendations of Against Against Shareholder
Institutional Holders in Proxy Statement
8 Ratify Auditors For For Management
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CARA OPERATIONS LTD.
Ticker: CAO.A Security ID: 140754300
Meeting Date: FEB 3, 2004 Meeting Type: Special
Record Date: JAN 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Amalgamation Resolution For For Management
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CAREMARK RX, INC.
Ticker: CMX Security ID: 141705103
Meeting Date: MAR 22, 2004 Meeting Type: Special
Record Date: FEB 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For Did Not Management
Vote
2 Approve Issuance of Stock in Connection For Did Not Management
with Merger Agreement Vote
3 Increase Authorized Preferred Stock For Did Not Management
Vote
4 Approve Omnibus Stock Plan For Did Not Management
Vote
5 Allow Postponement or Adjournment of For Did Not Management
Special Meeting Vote
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CENTERPULSE AG (FORMERLY SULZER MEDICA LTD)
Ticker: Security ID: 152005104
Meeting Date: OCT 9, 2003 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Discharge of Management Board For Did Not Management
Vote
2.1 Approve Early Termination of Board For Did Not Management
Members Max Link, Johannes Randegger, Vote
Rolf Watter, Rene Braginsky, Steffen Gay,
and Larry Mathis
2.2.1 Elect J. Raymond Elliott as Directors For Did Not Management
Vote
2.2.2 Elect Robert Furter as Directors For Did Not Management
Vote
2.2.3 Elect Jakob Hoehn as Directors For Did Not Management
Vote
2.2.4 Elect Christian Roos as Directors For Did Not Management
Vote
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CONCORD EFS, INC.
Ticker: CE Security ID: 206197105
Meeting Date: FEB 26, 2004 Meeting Type: Special
Record Date: JAN 16, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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CONCORD EFS, INC.
Ticker: CE Security ID: 206197105
Meeting Date: OCT 28, 2003 Meeting Type: Special
Record Date: SEP 8, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For Did Not Management
Vote
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CONCORD EFS, INC.
Ticker: CE Security ID: 206197105
Meeting Date: OCT 28, 2003 Meeting Type: Special
Record Date: SEP 8, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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DOCUMENTUM, INC.
Ticker: DCTM Security ID: 256159104
Meeting Date: DEC 18, 2003 Meeting Type: Special
Record Date: NOV 17, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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FIRST DATA CORP.
Ticker: FDC Security ID: 319963104
Meeting Date: OCT 28, 2003 Meeting Type: Special
Record Date: SEP 8, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For Did Not Management
Vote
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FLEETBOSTON FINANCIAL CORP.
Ticker: FLT Security ID: 339030108
Meeting Date: MAR 17, 2004 Meeting Type: Special
Record Date: JAN 26, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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FUJISAWA PHARMACEUTICAL CO. LTD.
Ticker: Security ID: J15162118
Meeting Date: JUN 24, 2004 Meeting Type: Annual
Record Date: MAR 31, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, Including For For Management
the Following Dividends: Interim JY 9,
Final JY 13, Special JY 0
2 Amend Articles to: Authorize Share For For Management
Repurchases at Board's Discretion
3 Approve Merger Agreement with Yamanouchi For For Management
Pharmaceutical Co.
4.1 Appoint Internal Statutory Auditor For For Management
4.2 Appoint Internal Statutory Auditor For For Management
4.3 Appoint Internal Statutory Auditor For For Management
5 Approve Retirement Bonuses for Directors For For Management
and Statutory Auditors
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HOLLINGER INC.
Ticker: HLG.C Security ID: 43556C804
Meeting Date: MAY 27, 2004 Meeting Type: Special
Record Date: APR 26, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1. Approve the Offering of Subscription For For Management
Receipts
2. Amend Articles For For Management
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IMPERIAL TOBACCO GROUP PLC
Ticker: ITY Security ID: G4721W102
Meeting Date: FEB 3, 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 30 Pence Per For For Management
Share
4 Reelect Sipko Huismans as Director For For Management
5 Reelect Iain Napier as Director For For Management
6 Elect David Cresswell as Director For For Management
7 Elect Frank Rogerson as Director For For Management
8 Elect Bruce Davidson as Director For For Management
9 Elect David Thursfield as Director For For Management
10 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix Their
Remuneration
11 Amend Articles of Association Re: Maximum For For Management
Number of Directors
12.1 Authorize the Company to Make EU For For Management
Political Donations up to GBP 100,000
12.2 Authorize Imperial Tobacco Ltd. to Make For For Management
EU Political Donations up to GBP 100,000
12.3 Authorize Imperial Tobacco International For For Management
Ltd. to Make EU Political Donations up to
GBP 100,000
12.4 Authorize Van Nelle Tabak Nederland B.V. For For Management
to Make EU Political Donations up to GBP
100,000
12.5 Authorize John Player and Sons Ltd. to For For Management
Make EU Political Donations up to GBP
100,000
12.6 Authorize Reemtsma Cigarettenfabriken For For Management
GmbH to Make EU Political Donations up to
GBP 100,000
12.7 Authorize Compagnie Independante des For For Management
Tabacs S.A. to Make EU Political
Donations up to GBP 100,000
13 Authorize the Board to Grant Options to For For Management
Employees Resident in France Under the
Imperial Tobacco Group International
Sharesave Plan for a Further 38 Months
14 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with Preemptive
Rights up to Aggregate Nominal Amount of
GBP 24,300,000
15 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate Nominal
Amount of GBP 3,645,000
16 Authorize 72,900,000 Shares for Share For For Management
Repurchase Program
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JOHN HANCOCK FINANCIAL SERVICES, INC.
Ticker: JHF Security ID: 41014S106
Meeting Date: FEB 24, 2004 Meeting Type: Special
Record Date: JAN 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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JUNIPER NETWORKS, INC.
Ticker: JNPR Security ID: 48203R104
Meeting Date: APR 16, 2004 Meeting Type: Special
Record Date: MAR 10, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with an For Did Not Management
Acquisition Vote
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JUNIPER NETWORKS, INC.
Ticker: JNPR Security ID: 48203R104
Meeting Date: MAY 19, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pradeep Sindhu For For Management
1.2 Elect Director Robert M. Calderoni For For Management
1.3 Elect Director Kenneth Levy For For Management
2 Ratify Auditors For For Management
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KINDRED HEALTHCARE, INC.
Ticker: KIND Security ID: 494580103
Meeting Date: MAY 18, 2004 Meeting Type: Annual
Record Date: MAR 25, 2004
# 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 Amend Omnibus Stock Plan For For Management
3 Amend Non-Employee Director Stock Option For For Management
Plan
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LAIDLAW INTERNATIONAL, INC.
Ticker: LI Security ID: 50730R102
Meeting Date: FEB 10, 2004 Meeting Type: Annual
Record Date: DEC 15, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Chlebowski For For Management
1.2 Elect Director James H. Dickerson, Jr. For For Management
1.3 Elect Director Maria A. Sastre For For Management
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LUMINENT MORTGAGE CAPITAL, INC
Ticker: MBS Security ID: 550278204
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: MAR 26, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Albert Gutierrez, CFA For For Management
1.2 Elect Director John McMahan For For Management
1.3 Elect Director Joseph E. Whitters, CPA For For Management
1.4 Elect Director Donald H. Putnam For For Management
2 Amend Charter For For Management
3 Ratify Auditors For For Management
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MID ATLANTIC MEDICAL SERVICES, INC.
Ticker: MME Security ID: 59523C107
Meeting Date: FEB 10, 2004 Meeting Type: Special
Record Date: JAN 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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NETSCREEN TECHNOLOGIES, INC.
Ticker: NSCN Security ID: 64117V107
Meeting Date: APR 16, 2004 Meeting Type: Special
Record Date: MAR 10, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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NEUBERGER BERMAN INC.
Ticker: NEU Security ID: 641234109
Meeting Date: OCT 31, 2003 Meeting Type: Special
Record Date: SEP 24, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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NTL INCORPORATED
Ticker: NTLI Security ID: 62940M104
Meeting Date: MAY 6, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey D. Benjamin For For Management
1.2 Elect Director David Elstein For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
5 Approve Share Plan Grant For For Management
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OVERTURE SERVICES, INC.
Ticker: Security ID: 69039R100
Meeting Date: OCT 7, 2003 Meeting Type: Special
Record Date: AUG 27, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For Did Not Management
Vote
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QUINTILES TRANSNATIONAL CORP.
Ticker: QTRN Security ID: 748767100
Meeting Date: SEP 25, 2003 Meeting Type: Special
Record Date: AUG 19, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For Did Not Management
Vote
2 Adjourn Meeting For Did Not Management
Vote
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ROADWAY CORPORATION
Ticker: ROAD Security ID: 769742107
Meeting Date: DEC 9, 2003 Meeting Type: Special
Record Date: OCT 16, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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SICOR, INC.
Ticker: Security ID: 825846108
Meeting Date: JAN 16, 2004 Meeting Type: Special
Record Date: DEC 9, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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TEXAS GENCO HOLDINGS, INC.
Ticker: TGN Security ID: 882443104
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Evans Attwell For For Management
1.2 Elect Director Donald R. Campbell For For Management
1.3 Elect Director Robert J. Cruikshank For For Management
1.4 Elect Director P.A. Hemingway Hall For For Management
1.5 Elect Director David M. Mcclanahan For For Management
1.6 Elect Director Scott E. Rozzell For For Management
1.7 Elect Director David G. Tees For For Management
1.8 Elect Director Gary L. Whitlock For For Management
2 Ratify Auditors For For Management
3 Other Business For For Management
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UNILEVER N.V.
Ticker: UN Security ID: N8981F164
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAY 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and Report None Did Not Management
by Remuneration Committe Vote
2 Approve Financial Statements and For Did Not Management
Allocation of Income and Dividends Vote
3 Approve Discharge of Board of Directors For Did Not Management
Vote
4 Discussion of Company's Corporate For Did Not Management
Governance Report; Amend Articles Re: Vote
Adopt One-Tier Board Structure; Enable
Shareholders to Override Binding
Nominations for Appointment of Directors;
Other Changes
5.1 Elect A. Burgmans as Executive Director For Did Not Management
Vote
5.2 Elect A. Butler as Executive Director For Did Not Management
Vote
5.3 Elect P. Cescau as Executive Director For Did Not Management
Vote
5.4 Elect K. Dadiseth as Executive Director For Did Not Management
Vote
5.5 Elect NWA Fitzgerald KBE as Executive For Did Not Management
Director Vote
5.6 Elect A. van Heemstra as Executive For Did Not Management
Director Vote
5.7 Elect R. Markham as Executive Director For Did Not Management
Vote
5.8 Elect C. van der Graaf as New Executive For Did Not Management
Director Vote
6.1 Elect Rt Hon The Lord of Brittan of For Did Not Management
Spennithorne QC DL as Non-Executive Vote
Director
6.2 Elect Baroness Chalker of Wallasey as For Did Not Management
Non-Executive Director Vote
6.3 Elect B. Collomb as Non-Executive For Did Not Management
Director Vote
6.4 Elect W. Dik as Non-Executive Director For Did Not Management
Vote
6.5 Elect O. Fanjul as Non-Executive Director For Did Not Management
Vote
6.6 Elect C. Gonzalez as Non-Executive For Did Not Management
Director Vote
6.7 Elect H. Kopper as Non-Executive Director For Did Not Management
Vote
6.8 Elect Lord Simon of Highbury CBE as For Did Not Management
Non-Executive Director Vote
6.9 Elect van der Veer as Non-Executive For Did Not Management
Director Vote
7 Approve Remuneration of Non-Executive For Did Not Management
Directors in an Aggregate Amount of EUR Vote
800,000
8 Ratify PricewaterhouseCoopers as Auditors For Did Not Management
Vote
9 Grant Board Authority to Issue All For Did Not Management
Authorized Yet Unissued Shares Vote
Restricting/Excluding Preemptive Rights
10 Authorize Repurchase of Up to Ten Percent For Did Not Management
of Issued Share Capital Vote
11 Authorize Board to Set Record Date for a For Did Not Management
Period of Five Years Vote
12 Allow Questions None Did Not Management
Vote
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YAMANOUCHI PHARMACEUTICAL CO. LTD.
Ticker: Security ID: J96216122
Meeting Date: JUN 24, 2004 Meeting Type: Annual
Record Date: MAR 31, 2004
# 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 Amend Articles to: Authorize Share For For Management
Repurchases at Board's Discretion
3 Approve Merger Agreement with Fujisawa For For Management
Pharmaceutical Co.
4.1 Elect Director For For Management
4.2 Elect Director For For Management
4.3 Elect Director For For Management
5.1 Appoint Internal Statutory Auditor For For Management
5.2 Appoint Internal Statutory Auditor For For Management
6 Approve Executive Stock Option Plan For For Management
7 Approve Retirement Bonuses for Directors 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
------------------------------------------------------
Jimmy D. Gambill,
Chief Executive Officer - Finance and Administration
Date August 25, 2004
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*Print the name and title of each signing officer under his or her signature.