N-PX 1 franknpx200908.htm

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 811-21532


Frank Funds

(Exact name of registrant as specified in charter)


6 Stacy Court

Parsippany, New Jersey 07054

(Address of principal executive offices)

 (Zip code)


Alfred C. Frank

Frank Capital Partners LLC

6 Stacy Court

Parsippany, New Jersey 07054


(Name and address of agent for service)


Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202


Registrant's telephone number, including area code: 973-887-7698


Date of fiscal year end: June 30


Date of reporting period: June 30, 2009


Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).  The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking notes.


A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.


ITEM 1. PROXY VOTING RECORD:


Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:


(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.




Frank Value Fund

AMERICAN EXPRESS

Ticker Symbol:AXP Cusip Number:025816109
Record Date: 2/27/2009 Meeting Date: 4/27/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2009. For Issuer For With
3 Advisory (non-binding) vote approving executive compensation. For Issuer For With
4 Shareholder proposal relating to cumulative voting for Directors. For Stockholder Against Against
5 Shareholder proposal relating to the calling of special shareholder meetings. For Stockholder Against Against

AMERICAN REPROGRAPHICS CO.

Ticker Symbol:ARP Cusip Number:029263100
Record Date: 3/20/2009 Meeting Date: 4/30/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratify the appointment of Deloitte & Touche LLP as the company's independent auditor for 2009 For Issuer For With

AMERICREDIT CORP.

Ticker Symbol:ACF Cusip Number:03060R101
Record Date: 8/29/2008 Meeting Date: 10/28/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to amend the articles of incorporation to increase the authorized number of shares of common stock For Issuer For With
3 Proposal to approve the 2008 omnibus incentive plan for Americredit Corp. For Issuer For With
4 Proposal to amend the Americredit Corp. employee stock purchase plan to increase the number of shares of common stock reserved For Issuer For With
5 Proposal to ratify the appointment of Deloitte & Touche LLP as accountants for the fiscal year ending June 30, 2009 For Issuer For With
6 Attend to other business properly presented at the meeting For Issuer For With

BARE ESCENTUALS, INC.

Ticker Symbol:BARE Cusip Number:067511105
Record Date: 3/25/2009 Meeting Date: 5/6/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending January 3, 2010. For Issuer For With

BED BATH & BEYOND INC.

Ticker Symbol:BBBY Cusip Number:075896100
Record Date: 5/9/2008 Meeting Date: 7/3/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of KPMG LLP For Issuer For With

BERKSHIRE HATHAWAY INC.

Ticker Symbol:BRK.B Cusip Number:084670207
Record Date: 3/4/2009 Meeting Date: 5/2/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To approve the shareholder proposal with respect to the production of a sustainability report Against Stockholder Against With

BEST BUY CO., INC.

Ticker Symbol:BBY Cusip Number:086516101
Record Date: 4/27/2009 Meeting Date: 6/24/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year that began on March 1, 2009. For Issuer For With
3 Approval of amendments to our 2004 omnibus stock and incentive plan, as amended. Against Issuer For Against
4 Approval of amendment to article IX of our amended and restated articles of incorporation to change approval required. For Issuer For With
5 Approval of amendment to article IX of our articles to decrease the shareholder approval required to amend article IX. For Issuer For With
6 Approval of amendment to article IX of our articles to decrease shareholder approval required to remove directors without cause. For Issuer For With
7 Approval of amendment to article IX to decrease shareholder approval required to amend classified board provisions. For Issuer For With
8 Approval of an amendment to article X to decrease shareholder approval required for certain repurchases of stock. For Issuer For With
9 Approval of an amendment to article X of our articles to decrease the shareholder approval required to amend article X. For Issuer For With

BIDZ.COM, INC.

Ticker Symbol:BIDZ Cusip Number:08883T200
Record Date: 4/13/2009 Meeting Date: 5/28/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of appointment of Stonefield Josephson, Inc. as independent registered public accounting firm for fiscal year 2009. For Issuer For With

BROADRIDGE FINANCIAL SOLUTIONS, INC

Ticker Symbol:BR Cusip Number:11133T103
Record Date: 10/1/2008 Meeting Date: 11/13/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Appointment of Deloitte & Touche LLP For Issuer For With
3 Approval of the amendment and restatement of the 2007 omnibus award plan Against Issuer For Against

CINTAS CORPORATION

Ticker Symbol:CTAS Cusip Number:172908105
Record Date: 8/19/2008 Meeting Date: 10/14/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2009 For Issuer For With
3 North Carolina Equity Investment Fund proposal to require that the chairman of board of directors be an independent director Against Stockholder Against With
4 The American Federation of State, County, & Municipal Employees' proposal that shareholders of Cintas request the board of directors to adopt a policy Against Stockholder Against With

CISCO SYSTEMS, INC.

Ticker Symbol:CSCO Cusip Number:17275R102
Record Date: 9/15/2008 Meeting Date: 11/13/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the year ending July 25, 2009 For Issuer For With
3 Proposal submitted by a shareholder to amend the Company's bylaws to establish a Board Committee on Human Rights Against Stockholder Against With
4 Proposal submitted by shareholders requesting the Board to publish a report to shareholders within six months providing a summarized listing and assessment of concrete likelihood that its business practices might enable or encourage the violation of human rights, as set forth in the proxy statement Against Stockholder Against With

CITIGROUP INC.

Ticker Symbol:C Cusip Number:172967101
Record Date: 2/27/2009 Meeting Date: 4/21/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
10 Stockholder proposal requesting that executive officers retain 75% of the shares acquired through compensation plans for two years following termination of employment Against Stockholder Against With
11 Stockholder proposal requesting additional disclosure regarding Citi's compensation consultants Against Stockholder Against With
12 Stockholder proposal requesting that stockholders holding 10% or above have the right to call special shareholder meetings For Stockholder Against Against
13 Stockholder proposal requesting cumulative voting For Stockholder Against Against
2 Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2009 For Issuer For With
3 Proposal to approve the Citigroup 2009 Stock Incentive Plan Against Issuer For Against
4 Proposal to approve Citi's 2008 Executive Compensation Against Issuer For Against
5 Stockholder proposal requesting a report on prior governmental service of certain individuals Against Stockholder Against With
6 Stockholder proposal requesting a report on political contributions Against Stockholder Against With
7 Stockholder proposal requesting a report on predatory credit card practices Against Stockholder Against With
8 Stockholder proposal requesting that two candidates be nominated for each board position Against Stockholder Against With
9 Stockholder proposal requesting a report on the Carbon Principles Against Stockholder Against With

CITIGROUP INC.

Ticker Symbol:C Cusip Number:172967101
Record Date: 2/27/2009 Meeting Date: 4/21/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Proposal to approve the Dividend Blocker Amendment set forth in Annex A to the proxy statement. For Issuer For With
2 Proposal to approve the Director Amendment set forth in Annex B to the proxy statement. For Issuer For With
3 Proposal to approve the Retirement Amendment set forth in Annex C to the proxy statement. For Issuer For With
4 Proposal to approve the Authorized Preferred Stock Increase set forth in Annex D to the proxy statement. For Issuer For With

CORPORATE EXECUTIVE BOARD

Ticker Symbol:EXBD Cusip Number:21988R102
Record Date: 4/16/2009 Meeting Date: 6/11/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ended December 31, 2009. For Issuer For With

DELL INC.

Ticker Symbol:DELL Cusip Number:24702R101
Record Date: 5/23/2008 Meeting Date: 7/18/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of independent auditor. For Issuer For With
3 Approval of executive annual incentive bonus plan For Issuer For With
SH1 Reimbursement of proxy expenses Against Stockholder Against With
SH2 Advisory vote on executive compensation Against Stockholder Against With

EBAY INC.

Ticker Symbol:EBAY Cusip Number:278642103
Record Date: 3/4/2009 Meeting Date: 4/29/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To approve amendments to certain of our existing equity incentive plans to allow for a one-time stock option exchange program for employees other than our named executive officers and directors Against Issuer For Against
3 To approve the amendment and restatement of our 2008 equity incentive award plan to increase the aggregate number of shares authorized for issuance under the plan by 50 million shares and to add market shares and volume metrics as performance criteria under the plan Against Issuer For Against
4 To ratify the selection of Pricewaterhousecoopers LLP as our independent auditors for our fiscal year ending December 31, 2009. For Issuer For With

FIRST MARBLEHEAD CORPORATION

Ticker Symbol:FMD Cusip Number:320771108
Record Date: 9/12/2008 Meeting Date: 11/6/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of KPMG LLP as the First Marblehead Corporation's independent registered public accounting firm for the fiscal year ending June 30, 2009 For Issuer For With

INTEL CORPORATION

Ticker Symbol:INTC Cusip Number:458140100
Record Date: 3/23/2009 Meeting Date: 5/20/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year. For Issuer For With
3 Amendment and extension of the 2006 Equity Incentive Plan. Against Issuer For Against
4 Approval of an employee stock option exchange program. Against Issuer For Against
5 Advisory vote on executive compensation. For Issuer For With
6 Stockholder proposal: Cumulative voting For Stockholder Against Against
7 Stockholder proposal: Human right to water Against Stockholder Against With

J2 GLOBAL COMMUNICATIONS, INC.

Ticker Symbol:JCOM Cusip Number:46626E205
Record Date: 3/19/2009 Meeting Date: 5/7/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Singerlewak LLP to serve as the company's independent auditors for fiscal 2009. For Issuer For With
3 To transact such other business as may properly come before the meeting or any postponements or adjournments thereof. For Issuer For With

KNOLL, INC.

Ticker Symbol:KNL Cusip Number:498904200
Record Date: 3/16/2009 Meeting Date: 5/4/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify selection of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2009 For Issuer For With

LIBERTY GLOBAL, INC.

Ticker Symbol:LBTYA Cusip Number:530555101
Record Date: 4/21/2009 Meeting Date: 6/17/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the selection of KPMG LLP as the company's independent auditors for the year ending December 31, 2009. For Issuer For With
3 Stockholder proposal on board diversity. Against Stockholder Against With

LOJACK CORPORATION

Ticker Symbol:LOJN Cusip Number:539451104
Record Date: 3/17/2009 Meeting Date: 5/20/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Amend the company's 2008 stock incentive plan Against Issuer For Against
3 Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2009. For Issuer For With

MIRANT CORPORATION

Ticker Symbol:MIR Cusip Number:60467R100
Record Date: 3/9/2009 Meeting Date: 5/7/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of appointment of KPMG LLP as independent registered public accountant for 2009 For Issuer For With
3 Stockholder proposal regarding report on global warming Against Stockholder Against With

MOODY'S CORPORATION

Ticker Symbol:MCO Cusip Number:615369105
Record Date: 3/2/2009 Meeting Date: 4/28/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of independent registered public accounting firm for 2009 For Issuer For With
3 Stockholder proposal to adopt a policy that the chairman of the company's board of directors be an independent director Against Stockholder Against With
4 Stockholder proposal to adopt a policy requiring senior executives to retain a significant percentage of company shares until two years following termination of their employment Against Stockholder Against With

NATHAN'S FAMOUS, INC.

Ticker Symbol:NATH Cusip Number:632347100
Record Date: 7/16/2008 Meeting Date: 9/9/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With

NBTY, INC.

Ticker Symbol:NTY Cusip Number:628782104
Record Date: 1/6/2009 Meeting Date: 2/27/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Approval of the NBTY, Inc. 2009 Equity Awards Plan Against Issuer For Against
3 Ratification of Pricewaterhousecoopers LLP as independent registered public accountants for the fiscal year ending September 30, 2009 For Issuer For With

PETMED EXPRESS, INC.

Ticker Symbol:PETS Cusip Number:716382106
Record Date: 6/13/2008 Meeting Date: 8/1/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of McGladrey & Pullen, LLP as the independent registered public accounting firm for the company to serve for the 2009 fiscal year. For Issuer For With

PFIZER INC.

Ticker Symbol:PFE Cusip Number:717081103
Record Date: 2/24/2009 Meeting Date: 4/23/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to ratify the selection of KPMG LLP as Independent Registered Public Accounting Firm for 2009 For Issuer For With
3 Proposal to approve the Pfizer Inc. 2004 Stock Plan, as Amended and Restated Against Issuer For Against
4 Shareholder Proposal regarding Stock Options. Against Stockholder Against With
5 Shareholder Proposal regarding Advisory Vote on Executive Compensation Against Stockholder Against With
6 Shareholder Proposal regarding Cumulative Voting For Stockholder Against Against
7 Shareholder Proposal regarding Special Shareholder Meetings For Stockholder Against Against

PRESTIGE BRANDS HOLDINGS, INC.

Ticker Symbol:PBH Cusip Number:74112D101
Record Date: 6/9/2008 Meeting Date: 8/5/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to ratify the appointment of Pricewaterhousecoopers LLP as the independent registered public accounting firm of Prestige Brands Holdings, Inc. for the fiscal year ending March 31, 2009. For Issuer For With

PROS HOLDINGS INC.

Ticker Symbol:PRO Cusip Number:74346Y103
Record Date: 4/9/2009 Meeting Date: 6/4/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Pricewaterhousecoopers LLP as the independent registered public accounting firm of PROS Holdings, Inc. for the fiscal year ending December 31, 2009. For Issuer For With

RAND LOGISTICS, INC.

Ticker Symbol:RLOG Cusip Number:752182105
Record Date: 7/25/2008 Meeting Date: 9/23/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2009. For Issuer For With

STAPLES, INC.

Ticker Symbol:SPLS Cusip Number:855030102
Record Date: 4/13/2009 Meeting Date: 6/9/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To approve an amendment to Staples' Amended and Restated 1998 Employee Stock Purchase Plan increasing the number of shares of common stock authorized for issuance from 15,750,000 to 22,750,000. Against Issuer For Against
3 To approve an amendment to Staples' Amended and Restated International Employee Stock Purchase Plan increasing the number of shares of common stock authorized for issuance from 1,275,000 to 2,775,000. Against Issuer For Against
4 To ratify the selection of the Audit Committee of Ernst & Young LLP as Staples' independent registered public accounting firm for the current fiscal year. For Issuer For With
5 To act on a shareholder proposal regarding the reincorporation of Staples, Inc. in North Dakota. Against Stockholder Against With

TEMPUR-PEDIC INTERNATIONAL, INC.

Ticker Symbol:TPX Cusip Number:88023U101
Record Date: 3/6/2009 Meeting Date: 5/5/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 First amendment to the amended and restated 2003 equity incentive plan Against Issuer For Against
3 Ratification of Ernst & Young LLP as independent auditors For Issuer For With

THE WESTERN UNION COMPANY

Ticker Symbol:WU Cusip Number:959802109
Record Date: 3/16/2009 Meeting Date: 5/13/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of director: Roberto G. Mendoza For Issuer For With
2 Election of director: Michael A. Miles, Jr. For Issuer For With
3 Election of director: Dennis Stevenson For Issuer For With
4 Ratification of selection of auditors For Issuer For With

TRUEBLUE, INC.

Ticker Symbol:TBI Cusip Number:89785X101
Record Date: 3/18/2009 Meeting Date: 5/13/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 25, 2009. For Issuer For With

USG CORPORATION

Ticker Symbol:USG Cusip Number:903293405
Record Date: 3/16/2009 Meeting Date: 5/13/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2009. For Issuer For With

USG CORPORATION

Ticker Symbol:USG Cusip Number:903293405
Record Date: 12/15/2008 Meeting Date: 2/9/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Approval of the issuance of shares of common stock upon conversion of $400 million of 10% contingent convertible senior notes due 2018 For Issuer For With

VALUECLICK, INC.

Ticker Symbol:VCLK Cusip Number:92046N102
Record Date: 2/17/2009 Meeting Date: 4/16/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With


* Management Recommended Vote
Leigh Baldwin Total Return Fund

3M COMPANY

Ticker Symbol:MMM Cusip Number:88579Y101
Record Date: 3/13/2009 Meeting Date: 5/12/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Against Issuer For Against
2 To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm For Issuer For With
3 Stockholder proposal on special meetings Against Stockholder Against With
4 Stockholder proposal on the vesting of stock options and awards Against Stockholder Against With

ART'S-WAY MANUFACTURING CO., INC.

Ticker Symbol:ARTW Cusip Number:043168103
Record Date: 3/20/2009 Meeting Date: 4/30/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the selection of Eide Bailly LLP as the company's independent registered public accounting firm for the fiscal year ending November 30, 2009 For Issuer For With

AT&T INC.

Ticker Symbol:T Cusip Number:00206R102
Record Date: 3/25/2009 Meeting Date: 4/24/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
2 Ratification of appointment of independent auditors For Issuer For With
3 Amendment to increase authorized shares Against Issuer For Against
4 Report on political contributions For Stockholder Against Against
5 Special stockholder meetings Against Stockholder Against With
6 Cumulative voting Against Stockholder Against With
7 Bylaw requiring independent chairman Against Stockholder Against With
8 Advisory vote on compensation For Stockholder Against Against
9 Pension credit policy For Stockholder Against Against

CHARLES SCHWAB CORPORATION

Ticker Symbol:SCHW Cusip Number:808513105
Record Date: 3/16/2009 Meeting Date: 5/14/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
2 Stockholder proposal regarding political contributions Abstained Stockholder Against N/A
3 Stockholder proposal regarding death benefits Abstained Stockholder Against N/A
4 Stockholder proposal regarding corporate executive bonus plan Abstained Stockholder Against N/A

CONOCOPHILLIPS

Ticker Symbol:COP Cusip Number:20825C104
Record Date: 3/16/2009 Meeting Date: 5/13/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Against Issuer For Against
2 Proposal to ratify the appointment of Ernst & Young LLP as ConocoPhilips' independent registered public accounting firm for 2009 For Issuer For With
3 Proposal to approve 2009 Omnibus Stock and Performance Incentive Plan For Issuer For With
4 Universal Health Care Principles Against Stockholder Against With
5 Advisory Vote on Executive Compensation Against Stockholder Against With
6 Political Contributions Against Stockholder Against With
7 Greenhouse Gas Reduction Against Stockholder Against With
8 Oil Sands Drilling Against Stockholder Against With
9 Director Qualifications Against Stockholder Against With

DREAMWORKS ANIMATION SKG, INC.

Ticker Symbol:DWA Cusip Number:26153C103
Record Date: 4/20/2009 Meeting Date: 6/10/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to approve the amended and restated 2008 omnibus incentive compensation plan For Issuer For With
3 Proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2009 For Issuer For With

E.I. DUPONT DE NEMOURS & CO.

Ticker Symbol:DD Cusip Number:263534109
Record Date: 3/4/2009 Meeting Date: 4/29/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
2 On Ratification of Independent Registered Public Accounting Firm For Issuer For With
3 On Shareholder Say on Executive Pay Abstained Stockholder Against N/A

FLUOR CORPORATION

Ticker Symbol:FLR Cusip Number:343412102
Record Date: 3/10/2009 Meeting Date: 5/6/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
2 The ratification of the appointment by our audit committee of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2009 For Issuer For With

GABELLI GLOBAL GOLD NAT RES & INC.

Ticker Symbol:GGN Cusip Number:35244N109
Record Date: 3/16/2009 Meeting Date: 5/18/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With

GENERAL ELECTRIC COMPANY

Ticker Symbol:GE Cusip Number:369604103
Record Date: 2/23/2009 Meeting Date: 4/22/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
B1 Ratification of KPMG For Issuer For With
C1 Cumulative Voting For Stockholder Against Against
C2 Executive Compensation Advisory Vote For Stockholder Against Against
C3 Independent Study Regarding Breaking Up GE For Stockholder Against Against
C4 Dividend Policy For Stockholder Against Against
C5 Shareholder Vote on Golden Parachutes For Stockholder Against Against

HUANENG POWER INTERNATIONAL, INC.

Ticker Symbol:HNP Cusip Number:443304100
Record Date: 5/11/2009 Meeting Date: 6/18/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To consider and approve the working report from the board of directors of the company for year 2008 For Issuer For With
2 To consider and approve the working report from the supervisory committee of the company for year 2008 For Issuer For With
3 To consider and approve the audited financial statements of the company for year 2008 For Issuer For With
4 To consider and approve the profit distribution plan of the company for year 2008 For Issuer For With
5 To consider and approve the proposal regarding the appointment of the company's auditors for year 2009 For Issuer For With
6 To consider and approve proposal regarding transfer of interest in Tianjin Yangliuqing co-generation limited liability company For Issuer For With
7 To consider and approve proposal regarding transfer of interest in Huaneng Beijing co-generation limited liability company For Issuer For With
8 To consider and approve the proposal regarding amendments to the articles of association of the company For Issuer For With
9 To consider and approve the proposal regarding the issue of short-term debentures by the company For Issuer For With

KELLOGG COMPANY

Ticker Symbol:K Cusip Number:487836108
Record Date: 3/2/2009 Meeting Date: 4/24/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of PricewaterhouseCoopers LLP as Kellogg's independent public accounting firm for 2009 For Issuer For With
3 Approval of the Kellogg Company 2009 Long-Term Incentive Plan Abstained Issuer N/A N/A
4 Approval of the Kellogg Company 2009 Non-Employee Director Stock Plan For Issuer For With
5 Enact a majority vote requirement for the election of directors Against Stockholder Against With
6 Elect each director annually For Stockholder Against Against

KRAFT FOODS INC.

Ticker Symbol:KFT Cusip Number:50075N104
Record Date: 3/12/2009 Meeting Date: 5/20/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Against Issuer For Against
2 Approval of the Amended and Restated 2005 Performance Incentive Plan Against Issuer For Against
3 Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2009 For Issuer For With
4 Shareholder proposal regarding special shareholder meetings Against Stockholder Against With

LOCKHEED MARTIN CORPORATION

Ticker Symbol:LMT Cusip Number:539830109
Record Date: 3/2/2009 Meeting Date: 4/23/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
2 Ratification of Appointment of Ernst & Young LLP as Independent Auditors For Issuer For With
3 Management Proposal - To Amend the Charter to Delete the 80% Supermajority Vote Required to Amend Article XIII For Issuer For With
4 Report on Space-Based Weapons Program Against Stockholder Against With
5 Policy on Payments to Executives After Death Against Stockholder Against With
6 Advisory Vote on Executive Compensation Against Stockholder Against With

NUVEEN NY MUNICIPAL VALUE FUND

Ticker Symbol:NNY Cusip Number:67062M105
Record Date: 3/9/2009 Meeting Date: 5/6/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2A1 To approve the elimination of the Fund's fundamental policy relating to investments in below investment grade securities For Issuer For With
2A2 To approve the elimination of the Fund's fundamental policy relating to investing in municipal bonds rated within the four highest grades For Issuer For With
2A3 To approve the elimination of the Fund's fundamental policy relating to investment in below investment grade securities For Issuer For With
2B1 To approve the new fundamental policy relating to investments in municipal securities for the Fund For Issuer For With
2C1 To approve the elimination of the Fund's fundamental policy relating to commodities For Issuer For With
2D1 To approve the new fundamental policy relating to commodities for the Fund For Issuer For With
2E1 To approve the elimination of the Fund's fundamental policy relating to short sales For Issuer For With
2E2 To approve the elimination of the Fund's fundamental policy relating to derivatives For Issuer For With
2F1 To approve the elimination of the Fund's fundamental policy prohibiting investment in other investment companies For Issuer For With

OIL STATES INTERNATIONAL, INC.

Ticker Symbol:OIS Cusip Number:678026105
Record Date: 3/16/2009 Meeting Date: 5/14/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the section of Ernst & Young LLP as independent accountants for the company for the current year For Issuer For With

ONEIDA FINANCIAL CORP.

Ticker Symbol:ONFC Cusip Number:682478102
Record Date: 3/16/2009 Meeting Date: 5/5/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 The ratification of the appointment of Crowe Horwath LLP as Oneida Financial Corp.'s independent registered public accounting firm for the fiscal year ending December 31, 2009. For Issuer For With

SANOFI-AVENTIS

Ticker Symbol:SNY Cusip Number:80105N105
Record Date: 3/16/2009 Meeting Date: 4/17/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Approval of the individual company financial statements for the year ended December 31, 2008 Against Issuer For Against
10 Possibility of issuing, without preemptive rights, shares or securities giving access to the Company's capital as consideration for assets transferred to the Company as a capital contribution in kind in the form of shares or securities giving access to the capital of another company For Issuer For With
11 Delegation to the Board of Directors of authority to increase the number of shares to be issued in the event of a capital increase with or without preemptive rights For Issuer For With
12 Delegation to the Board of Directors of authority to decide to carry out increases in the share capital by incorporation of share premiums, reserves, profits or other items For Issuer For With
13 Delegation to the Board of Directors of authority to decide to carry out increases in the share capital by issuance of shares or securities giving access to the Company's capital reserved for members of employee savings plans, with waiver of preemptive rights in their favor For Issuer For With
14 Delegation to the Board of Directors of authority to grant options to subscribe for or purchase shares For Issuer For With
15 Delegation to the Board of Directors of authority to allot existing or new consideration free shares to some or all salaried employees or corporate officers of the Group For Issuer For With
16 Authorization to the Board of Directors to reduce the share capital by cancellation of treasury shares For Issuer For With
17 Amendment to article 15 of the bylaws For Issuer For With
18 Powers for formalities For Issuer For With
2 Approval of the consolidated financial statements for the year ended December 31, 2008 For Issuer For With
3 Appropriation of profits: declaration of dividend For Issuer For With
4 Ratification of the co-opting of a Director For Issuer For With
5 Approval of the Statutory Auditors' Special Report prepared in accordance with article L.225-40 of the Commercial Code For Issuer For With
6 Approval of the Statutory Auditors' Special Report prepared in accordance with article L.225-40 of the Commercial Code - Commitment in favor Mr. Viehbacher Against Issuer For Against
7 Authorization to the Board of Directors to carry out transactions in shares issued by the Company For Issuer For With
8 Delegation to the Board of Directors of authority to decide to carry out increases in the share capital by issuance, with preemptive rights maintained of shares and/or securities giving access to the Company's capital and/or by issuance of securities giving entitlement to the allotment of debt instruments Against Issuer For Against
9 Delegation to the Board of Directors of authority to decide to carry out increases in the share capital by issuance, without preemptive rights, of shares and/or securities giving access to the Company's capital and/or the issuance of securities giving entitlement to the allotment of debt instruments Against Issuer For Against

U.S. BANCORP

Ticker Symbol:USB Cusip Number:902973304
Record Date: 2/23/2009 Meeting Date: 4/21/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Abstained Issuer For N/A
2 Ratify the selection of Ernst & Young LLP as independent auditor for the 2009 fiscal year Abstained Issuer For N/A
3 Advisory vote to approve executive compensation program Against Issuer For Against

WESTERN ASSET/CLAYMORE INFLATION-LI

Ticker Symbol:WIW Cusip Number:95766R104
Record Date: 3/31/2009 Meeting Date: 5/11/2009
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With


* Management Recommended Vote



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.



Frank Funds


By /s/Alfred C. Frank

* Alfred C. Frank

President


By /s/Brian J. Frank

* Brian J. Frank

Treasurer


Date: August 25, 2009


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