N-PX 1 franknpx201108.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)

312 E. 22nd Street #2B

New York, New York 10010

(Address of principal executive offices)

(Zip code)

Brian J. 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, 2011

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 Investor Class

AEROPOSTALE, INC.

	Ticker Symbol:ARO	Cusip Number:007865-108
	Record Date: 4/21/2011	Meeting Date: 6/16/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

To approve an extension of the term of our amended and restated 2002 long-term incentive plan, as well as certain other administrative updates to the plan.

For

Issuer

For

With

To hold an advisory vote on executive compensation.

For

Issuer

For

With

To hold an advisory vote on the frequency of the advisory vote on executive compensation.

For

Issuer

For

With

To ratify the selection by the audit committee of the board of directors, of Deliotte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending January 28, 2012.

For

Issuer

For

With

AMERICAN EXPRESS

	Ticker Symbol:AXP	Cusip Number:025816-109
	Record Date: 3/4/2011	Meeting Date: 5/2/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON FREQUENCY OF ADVISORY EXECUTIVE COMPENSATION VOTE.

For

Issuer

For

With

SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR DIRECTORS.

Against

Issuer

Against

With

SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF SPECIAL SHAREHOLDER MEETINGS.

Against

Issuer

Against

With

AMERICAN REPROGRAPHICS

	Ticker Symbol:ARC	Cusip Number:029263-100
	Record Date: 3/10/2011	Meeting Date: 4/28/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

Ratify the appointment of Deloitte & Touche LLP as the company's independent auditors for 201

For

Issuer

For

With

Approval, by non-binding advisory vote, of the executive compensation disclosed in the 2011 proxy statement

For

Issuer

For

With

Approval, by non-binding advisory vote, of the frequency of executive compensation votes.

For

Issuer

For

With

Re-approval of the American Reprographics Company 2005 stock plan for the purposes of section 162 (M) of the internal revenue code.

For

Issuer

For

With

CA INC

	Ticker Symbol:CA	Cusip Number:12673P105
	Record Date: 6/1/2010	Meeting Date: 7/27/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of directors

For

Issuer

For

With

Ratify the appointment of KPMG LLP as registered public accounting firm

For

Issuer

For

With

Ratify stockholder protection rights agreement

For

Issuer

For

With

Stockholder proposal

Against

Issuer

Against

With

DELL INC

	Ticker Symbol:DELL	Cusip Number:24702R101
	Record Date: 5/21/2010	Meeting Date: 7/16/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors

For

Issuer

For

With

Ratification of independent auditor

For

Issuer

For

With

Reimbursement of proxy expenses

Against

Issuer

Against

With

Advisory vote on executive compensation

Against

Issuer

Against

With

DSW INC

	Ticker Symbol:DSW	Cusip Number:23334L-102
	Record Date: 3/22/2011	Meeting Date: 5/19/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED FEBRUARY 8, 2011, AMONG DSW INC., DSW MS LLC, AN OHIO LIMITED LIABILITY COMPANY AND A WHOLLY OWNED SUBSIDIARY OF DSW, AND RETAIL VENTURES, INC., AND APPROVE THE MERGER AND THE ISSUANCE OF DSW CLASS A COMMON SHARES AND DSW CLASS B COMMON SHARES

For

Issuer

For

With

TO ADOPT THE AMENDED AND RESTATED ARTICLES OF INCORPORATION

For

Issuer

For

With

TO APPROVE ANY MOTION TO ADJOURN OR POSTPONE THE DSW SPECIAL MEETING TO ANOTHER TIME OR PLACE, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE DSW SPECIAL MEETING TO ADOPT ANY OF THE FOREGOING PROPOSALS

For

Issuer

For

With

DSW INC

	Ticker Symbol:DSW	Cusip Number:23334L-102
	Record Date: 3/22/2011	Meeting Date: 5/19/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.

For

Issuer

For

With

TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

For

Issuer

For

With

EBAY INC

	Ticker Symbol:EBAY	Cusip Number:278642-103
	Record Date: 3/17/2011	Meeting Date: 4/28/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2011.

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING SUPERMAJORITY STOCKHOLDER VOTING STANDARDS.

Against

Stockholder

Against

With

FOREST LABORATORIES

	Ticker Symbol:FRX	Cusip Number:345838106
	Record Date: 6/18/2010	Meeting Date: 8/9/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors

For

Issuer

For

With

Approval of the amendment to the 2007 equity incentive plan

Against

Issuer

For

Against

Approval of executive compensation philosophy, policies and procedures

For

Issuer

For

With

Ratification of BDO Seidman LLP as the company's independent registered public accounting firm

For

Issuer

For

With

Reimbursement of stockholder proposals

Against

Issuer

Against

With

GAMESTOP CORP

	Ticker Symbol:GME	Cusip Number:36467W-109
	Record Date: 5/2/2011	Meeting Date: 6/21/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO VOTE FOR AND APPROVE, ON A NONBINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY.

For

Issuer

For

With

TO VOTE, ON A NON-BINDING, ADVISORY BASIS, ON THE FREQUENCY OF VOTING ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY.

For

Issuer

For

With

PROPOSAL TO APPROVE THE GAMESTOP CORP. 2011 INCENTIVE PLAN.

For

Issuer

For

With

PROPOSAL TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 28, 2012.

For

Issuer

For

With

GOOGLE INC

	Ticker Symbol:GOOG	Cusip Number:38259P-508
	Record Date: 4/4/2011	Meeting Date: 6/2/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

Against

Issuer

For

Against

THE RATIFICATION OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

For

Issuer

For

With

THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2004 STOCK PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK ISSUABLE UNDER THE PLAN BY 1,500,000.

Against

Issuer

For

Against

THE APPROVAL OF 2010 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

Against

Issuer

For

Against

THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

A STOCKHOLDER PROPOSAL REGARDING THE FORMATION OF A BOARD COMMITTEE ON SUSTAINABILITY, IF PROPERLY PRESENTED AT THE MEETING.

Against

Stockholder

Against

With

A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A SIMPLE MAJORITY VOTING STANDARD FOR STOCKHOLDER MATTERS, IF PROPERLY PRESENTED AT THE MEETING.

Against

Stockholder

Against

With

A STOCKHOLDER PROPOSAL REGARDING A CONFLICT OF INTEREST AND CODE OF CONDUCT COMPLIANCE REPORT, IF PROPERLY PRESENTED AT THE MEETING.

Against

Stockholder

Against

With

HUMANA INC

	Ticker Symbol:HUM	Cusip Number:444859-102
	Record Date: 2/25/2011	Meeting Date: 4/21/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

THE APPROVAL OF THE HUMANA INC. 2011 STOCK INCENTIVE PLAN.

Against

Issuer

For

Against

THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2011 PROXY STATEMENT.

For

Issuer

For

With

APPROVAL OF THE FREQUENCY WITH WHICH FUTURE SHAREHOLDER VOTES

For

Issuer

For

With

INTEL CORP

	Ticker Symbol:INTC	Cusip Number:458140-100
	Record Date: 3/21/2011	Meeting Date: 5/19/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CURRENT YEAR

For

Issuer

For

With

AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE PLAN

Against

Issuer

For

Against

AMENDMENT AND EXTENSION OF THE 2006 STOCK PURCHASE PLAN

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

For

Issuer

For

With

J2 GLOBAL COMMUNICATIONS

	Ticker Symbol:JCOM	Cusip Number:46626E-205
	Record Date: 3/22/2011	Meeting Date: 5/12/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF SINGERLEWAK LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2011.

For

Issuer

For

With

TO APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.

For

Issuer

For

With

MASTERCARD INC

	Ticker Symbol:MA	Cusip Number:57636Q-104
	Record Date: 4/13/2011	Meeting Date: 6/7/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

ADVISORY VOTE ON FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2011

For

Issuer

For

With

NEUSTAR, INC

	Ticker Symbol:NSR	Cusip Number:64126X-201
	Record Date: 4/26/2011	Meeting Date: 6/22/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

PETMED EXPRESS

	Ticker Symbol:PETS	Cusip Number:716382106
	Record Date: 7/4/2010	Meeting Date: 7/30/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of directors

For

Issuer

For

With

Ratify McGladrey & Pullen LLP as independent registered public accounting firm

For

Issuer

For

With

PRESTIGE BRANDS HOLDINGS

	Ticker Symbol:PBH	Cusip Number:74112D101
	Record Date: 6/18/2010	Meeting Date: 8/3/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors

For

Issuer

For

With

Ratify the appointment of Pricewaterhousecoopers LLP

For

Issuer

For

With

SAIC INC

	Ticker Symbol:SAI	Cusip Number:78390X-101
	Record Date: 4/18/2011	Meeting Date: 6/17/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION.

For

Issuer

For

With

AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2012.

For

Issuer

For

With

THE CATO CORPORATION

	Ticker Symbol:CATO	Cusip Number:149205-106
	Record Date: 3/29/2011	Meeting Date: 5/26/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

PROPOSAL TO APPROVE THE COMPENSATION OF EXECUTIVE OFFICERS.

For

Issuer

For

With

PROPOSAL FOR A NON-BINDING VOTE ON THE FREQUENCY IN YEARS OF A SAY ON PAY VOTE.

For

Issuer

For

With

PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR FISCAL YEAR ENDING JANUARY 28, 2012.

For

Issuer

For

With

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.

For

Issuer

For

With

THE CORPORATE EXECUTIVE BOARD COMPANY

	Ticker Symbol:EXBD	Cusip Number:21988R-102
	Record Date: 4/15/2011	Meeting Date: 6/9/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2011.

For

Issuer

For

With

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

THE DUN & BRADSTREET CORPORATION

	Ticker Symbol:DNB	Cusip Number:26483E-100
	Record Date: 3/7/2011	Meeting Date: 5/3/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

RE-APPROVE THE DUN & BRADSTREET CORPORATION COVERED EMPLOYEE INCENTIVE PLAN, AS AMENDED.

For

Issuer

For

With

APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION (SAY ON PAY).

For

Issuer

For

With

TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.

For

Issuer

For

With

APPROVE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION TO REDUCE THE SUPERMAJORITY VOTING REQUIREMENTS TO A SIMPLE MAJORITY VOTE.

For

Issuer

For

With

APPROVE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS.

For

Issuer

For

With

THE WESTERN UNION COMPANY

	Ticker Symbol:WU	Cusip Number:959802-109
	Record Date: 3/22/2011	Meeting Date: 5/20/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF SELECTION OF AUDITORS

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING THE ELIMINATION OF THE CLASSIFICATION OF THE BOARD OF DIRECTORS

Against

Stockholder

Against

With

VALUECLICK INC

	Ticker Symbol:VCLK	Cusip Number:92046N-102
	Record Date: 3/8/2011	Meeting Date: 5/6/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO APPROVE THE AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN.

For

Issuer

For

With

TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE COMPENSATION

For

Issuer

For

With

TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

WEIGHT WATCHERS INTERNATIONAL INC

	Ticker Symbol:WTW	Cusip Number:948626-106
	Record Date: 3/29/2011	Meeting Date: 5/10/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

For

Issuer

For

With

TO APPROVE THE ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

TO APPROVE HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION EVERY THREE YEARS, TWO YEARS OR ONE YEAR, AS INDICATED.

For

Issuer

For

With

WELLCARE HEALTH PLANS INC

	Ticker Symbol:WCG	Cusip Number:94946T-106
	Record Date: 3/28/2011	Meeting Date: 5/25/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For

Issuer

For

With

ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY ON PAY")

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF THE SAY ON PAY ADVISORY VOTE

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING A POLITICAL CONTRIBUTIONS AND EXPENDITURES REPORT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING

Against

Stockholder

Against

With

WELLPOINT INC

	Ticker Symbol:WLP	Cusip Number:94973V-107
	Record Date: 3/17/2011	Meeting Date: 5/17/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

REMOVING SUPERMAJORITY VOTING REQUIREMENTS FOR RESTRICTIONS ON OWNERSHIP AND TRANSFER OF STOCK, VOTING RIGHTS OF SHARES AND NUMBER OF DIRECTORS.

For

Issuer

For

With

REMOVING SUPERMAJORITY VOTING REQUIREMENTS FOR REMOVAL OF DIRECTORS AND FOR CERTAIN BUSINESS COMBINATIONS AND OTHER SUPERMAJORITY PROVISIONS.

For

Issuer

For

With

REMOVING CERTAIN RESTRICTIONS ON OWNERSHIP OF SHARES.

For

Issuer

For

With

DELETING CERTAIN OBSOLETE PROVISIONS.

For

Issuer

For

With

DELETING OTHER OBSOLETE PROVISIONS AND MAKING CONFORMING CHANGES.

For

Issuer

For

With

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

IF PROPERLY PRESENTED AT THE MEETING, TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING A FEASIBILITY STUDY FOR CONVERTING TO NONPROFIT STATUS.

Against

Stockholder

Against

With

IF PROPERLY PRESENTED AT THE MEETING, TO VOTE ON A SHAREHOLDER PROPOSAL TO CHANGE OUR JURISDICTION OF INCORPORATION FROM INDIANA TO DELAWARE.

Against

Stockholder

Against

With

IF PROPERLY PRESENTED AT THE MEETING, TO VOTE ON A SHAREHOLDER PROPOSAL TO SEPARATE THE CHAIR AND CEO POSITIONS.

Against

Stockholder

Against

With

* Management Recommended Vote

Leigh Baldwin Total Return Fund

ABERDEEN ASIA-PACIFIC INCOME FUND-COM

	Ticker Symbol:FAX	Cusip Number:003009107
	Record Date: 1/31/2011	Meeting Date: 3/15/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

AMERICAN EXPRESS COMPANY

	Ticker Symbol:AXP	Cusip Number:025816109
	Record Date: 3/4/2011	Meeting Date: 5/2/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON FREQUENCY OF ADVISORY EXECUTIVE COMPENSATION VOTE.

For

Issuer

For

With

SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR DIRECTORS.

Against

Stockholder

Against

With

SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF SPECIAL SHAREHOLDER

Against

Stockholder

Against

With

ANNALY CAPITAL MANAGEMENT, INC.

	Ticker Symbol:NLY	Cusip Number:035710409
	Record Date: 3/30/2011	Meeting Date: 5/26/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

A PROPOSAL TO AMEND OUR CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES TO 2,000,000,000 SHARES.

For

Issuer

For

With

A PROPOSAL TO APPROVE A NON-BINDNG ADVISORY RESOLUTION ON OUR EXECUTIVE COMPENSATION.

For

Issuer

For

With

A RECOMMENDATION, BY A NON-BINDING ADVISORY VOTE, FOR THE FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2011 FISCAL YEAR.

For

Issuer

For

With

AT&T INC.

	Ticker Symbol:T	Cusip Number:00206R102
	Record Date: 3/1/2011	Meeting Date: 4/29/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.

For

Issuer

For

With

APPROVE 2011 INCENTIVE PLAN.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION.

For

Stockholder

For

With

POLITICAL CONTRIBUTIONS.

Against

Stockholder

Against

With

SPECIAL STOCKHOLDER MEETINGS.

Against

Stockholder

Against

With

WRITTEN CONSENT.

Against

Issuer

Against

With

BARNES & NOBLE INC

	Ticker Symbol:BKS	Cusip Number:067774109
	Record Date: 8/16/2010	Meeting Date: 9/28/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

Against

Issuer

For

Against

RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING APRIL 30, 2011.

Against

Issuer

For

Against

YUCAIPA'S PROPOSAL TO AMEND THE POISON PILL.

Against

Issuer

For

Against

BEST BUY CO., INC.

	Ticker Symbol:BBY	Cusip Number:086516101
	Record Date: 4/25/2011	Meeting Date: 6/21/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 3, 2012.

For

Issuer

For

With

APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED BYLAWS TO REMOVE THE MAXIMUM FOR THE NUMBER OF DIRECTORS SERVING ON THE BOARD OF DIRECTORS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE THE NUMBER OF DIRECTORS SERVING FROM TIME TO TIME.

For

Issuer

For

With

APPROVAL OF AMENDMENTS TO OUR 2004 OMNIBUS STOCK AND INCENTIVE PLAN, AS AMENDED.

For

Issuer

For

With

APPROVAL OF OUR EXECUTIVE SHORT-TERM INCENTIVE PLAN.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON OUR EXECUTIVE

For

Issuer

For

With

BRISTOL-MYERS SQUIBB COMPANY

	Ticker Symbol:BMY	Cusip Number:110122108
	Record Date: 3/10/2011	Meeting Date: 5/3/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For

Issuer

For

With

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

EXECUTIVE COMPENSATION DISCLOSURE

Against

Stockholder

Against

With

SHAREHOLDER ACTION BY WRITTEN CONSENT

Against

Stockholder

Against

With

PHARMACEUTICAL PRICE RESTRAINT

Against

Stockholder

Against

With

DREAMWORKS ANIMATION SKG, INC.

	Ticker Symbol:DWA	Cusip Number:26153C103
	Record Date: 3/1/2011	Meeting Date: 4/21/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.

For

Issuer

For

With

PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

FINANCIAL ENGINES, INC

	Ticker Symbol:FNGN	Cusip Number:317485100
	Record Date: 3/15/2011	Meeting Date: 5/11/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF KPMG LLP AS FINANCIAL ENGINES' INDEPENDENT REGISTERED ACCOUNTANTS.

For

Issuer

For

With

AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

GABELLI GLOBAL GOLD NAT RES & INC TR

	Ticker Symbol:GGN	Cusip Number:36244N109
	Record Date: 3/21/2011	Meeting Date: 5/16/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

GENERAL MILLS

	Ticker Symbol:GIS	Cusip Number:370334104
	Record Date: 7/29/2010	Meeting Date: 9/27/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

APPROVE EXECUTIVE INCENTIVE PLAN.

For

Issuer

For

With

RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

INTEL CORPORATION

	Ticker Symbol:INTC	Cusip Number:458140100
	Record Date: 3/21/2011	Meeting Date: 5/19/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Driector

For

Issuer

For

With

RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CURRENT YEAR

For

Issuer

For

With

AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE PLAN

For

Issuer

For

With

AMENDMENT AND EXTENSION OF THE 2006 STOCK PURCHASE PLAN

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Abstained

Issuer

N/A

KELLOGG COMPANY

	Ticker Symbol:K	Cusip Number:487836108
	Record Date: 3/1/2011	Meeting Date: 4/29/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

APPROVAL OF THE KELLOGG COMPANY SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.

For

Issuer

For

With

SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, TO ADOPT SIMPLE MAJORITY VOTE.

Against

Stockholder

Against

With

SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, TO ENACT A MAJORITY VOTING REQUIREMENT FOR THE ELECTION OF DIRECTORS.

Against

Stockholder

Against

With

LOCKHEED MARTIN CORPORATION

	Ticker Symbol:LHM	Cusip Number:539830109
	Record Date: 3/1/2011	Meeting Date: 4/28/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

For

Issuer

For

With

MANAGEMENT PROPOSAL ADOPT THE LOCKHEED MARTIN CORPORATION 2011 INCENTIVE PERFORMANCE AWARD PLAN

For

Issuer

For

With

PROPOSAL TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

PROPOSAL ON THE FREQUENCY OF HOLDING FUTURE VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

STOCKHOLDER PROPOSAL ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT IN LIEU OF A MEETING

Against

Stockholder

Against

With

NOVARTIS AG

	Ticker Symbol:NVS	Cusip Number:66987V109
	Record Date: 2/25/2011	Meeting Date: 4/8/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF THE MERGER AGREEMENT BETWEEN ALCON, INC. ("ALCON") AND NOVARTIS AG ("NOVARTIS") DATED DECEMBER 14, 2010.

For

Issuer

For

With

THE BOARD OF DIRECTORS PROPOSES THE CREATION OF AUTHORISED CAPITAL THROUGH THE ISSUANCE OF UP TO 108 MILLION NEW SHARES FOR THE PURPOSE OF COMPLETING THE MERGER OF ALCON INTO NOVARTIS BY MEANS OF INTRODUCING A NEW ARTICLE 4A OF THE ARTICLES OF INCORPORATION.

For

Issuer

For

With

FOR ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE MEETING, I/WE INSTRUCT TO VOTE ACCORDING TO THE PROPOSAL OF THE BOARD OF DIRECTORS.

For

Issuer

For

With

ONEIDA FINANCIAL CORP.

	Ticker Symbol:ONFC	Cusip Number:682479100
	Record Date: 3/14/2011	Meeting Date: 5/3/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

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, 2011.

For

Issuer

For

With

PAYCHEX INC

	Ticker Symbol:PAYX	Cusip Number:704326107
	Record Date: 8/16/2010	Meeting Date: 10/13/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO AMEND THE PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARES AVAILABLE UNDER THE PLAN.

For

Issuer

For

With

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

PETROLEO BRASILEIRO S.A. - PETROBRAS

	Ticker Symbol:PZE	Cusip Number:71654V408
	Record Date: 11/19/2010	Meeting Date: 12/7/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVE THE INCORPORATION PROTOCOL AND JUSTIFICATION SIGNED BETWEEN MARLIM PARTICIPACOES S.A. AND THE COMPANY ON 11/04/2010

For

Issuer

For

With

APPROVE THE INCORPORATION PROTOCOL AND JUSTIFICATION SIGNED BETWEEN NOVA MARLIM PARTICIPACOES S.A. AND THE COMPANY ON 11/04/2010

For

Issuer

For

With

RATIFY THE HIRING OF KPMG AUDITORES INDEPENDENTES BY THE COMPANY TO PREPARE THE ASSESSMENT REPORTS FOR MARLIM PARTICIPACOES S.A. AND NOVA MARLIM PARTICIPACOES S.A. ("ASSESSMENT REPORTS"), UNDER THE TERMS OF PARAGRAPH 1 OF ARTICLE 227 OF ACT 6404/76, AS AMENDED

For

Issuer

For

With

APPROVE THE ASSESSMENT REPORTS PREPARED BY KPMG AUDITORES INDEPENDENTES AT BOOK VALUE FOR THE ASSESSMENT OF THE NET WORTH OF MARLIM PARTICIPACOES S.A. AND OF NOVA MARLIM PARTICIPACOES S.A.

For

Issuer

For

With

APPROVE THE INCORPORATION OF MARLIM PARTICIPACOES S.A. AND NOVA MARLIM PARTICIPACOES S.A. INTO THE COMPANY, WITH NO INCREASE TO THE COMPANY'S JOINT STOCK

For

Issuer

For

With

PETROLEO BRASILEIRO S.A. - PETROBRAS

	Ticker Symbol:PZE	Cusip Number:71654V408
	Record Date: 4/1/2011	Meeting Date: 4/28/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

THE MANAGEMENT REPORT, FINANCIAL STATEMENTS AND FISCAL BOARD'S REPORT OF FISCAL YEAR OF 2010

For

Issuer

For

With

CAPITAL BUDGET FOR 2011

For

Issuer

For

With

DISTRIBUTION OF THE INCOME OF YEAR 2010

For

Issuer

For

With

ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

For

Issuer

For

With

ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

For

Issuer

For

With

ELECTION OF MEMBERS TO THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES

For

Issuer

For

With

ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE FISCAL BOARD

For

Issuer

For

With

CAPITAL INCREASE

For

Issuer

For

With

PFIZER INC.

	Ticker Symbol:PFE	Cusip Number:717081103
	Record Date: 3/1/2011	Meeting Date: 4/28/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

SHAREHOLDER PROPOSAL REGARDING ANIMAL RESEARCH

Against

Stockholder

Against

With

PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF POLITICAL CONTRIBUTIONS

Against

Stockholder

Against

With

SHAREHOLDER PROPOSAL REGARDING PUBLIC POLICY INITIATIVES.

Against

Stockholder

Against

With

SHAREHOLDER PROPOSAL REGARDING PHARMACEUTICAL PRICE RESTRAINTS.

Against

Stockholder

Against

With

SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.

Against

Stockholder

Against

With

SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS.

Against

Stockholder

Against

With

THE CHARLES SCHWAB CORPORATION

	Ticker Symbol:SCHW	Cusip Number:808513105
	Record Date: 3/18/2011	Meeting Date: 5/17/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF INDEPENDENT AUDITORS

For

Issuer

For

With

APPROVAL OF AMENDED 2004 STOCK INCENTIVE PLAN

For

Issuer

For

With

APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

FREQUENCY OF VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS

Against

Stockholder

Against

With

STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION OF BOARD OF DIRECTORS

Abstained

Stockholder

N/A

THE PROCTOR & GAMBLE COMPANY

	Ticker Symbol:PG	Cusip Number:742718109
	Record Date: 8/13/2010	Meeting Date: 10/12/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For

Issuer

For

With

SHAREHOLDER PROPOSAL - CUMULATIVE VOTING

Against

Stockholder

Against

With

THE WALT DISNEY COMPANY

	Ticker Symbol:DIS	Cusip Number:254687106
	Record Date: 1/24/2011	Meeting Date: 3/23/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2011.

For

Issuer

For

With

TO APPROVE THE 2011 STOCK INCENTIVE PLAN.

For

Issuer

For

With

TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO APPROVE HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE YEARS, AS INDICATED.

For

Issuer

For

With

TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PERFORMANCE TESTS FOR RESTRICTED STOCK UNITS.

Against

Stockholder

Against

With

VIVUS, INC.

	Ticker Symbol:VVUS	Cusip Number:928551100
	Record Date: 4/25/2011	Meeting Date: 6/17/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ODENBERG, ULLAKKO, MURANISHI & CO. LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF VIVUS, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

For

Issuer

For

With

APPROVE AMENDMENTS TO THE 1994 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE BY 600,000 SHARES TO A NEW TOTAL OF 2,000,000 SHARES; TO REMOVE THE PLAN'S 20-YEAR TERM; AND TO INCLUDE CERTAIN CHANGES CONSISTENT WITH TREASURY REGULATIONS RELATING TO EMPLOYEE STOCK PURCHASE PLANS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

For

Issuer

For

With

WAL-MART STORES, INC.

	Ticker Symbol:WMT	Cusip Number:931142103
	Record Date: 4/6/2011	Meeting Date: 6/3/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

For

Issuer

For

With

GENDER IDENTITY NONDISCRIMINATION POLICY

Against

Stockholder

Against

With

POLITICAL CONTRIBUTIONS REPORT

Against

Stockholder

Against

With

SPECIAL SHAREOWNER MEETINGS

Against

Stockholder

Against

With

REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL SUSTAINABILITY REPORT

Against

Stockholder

Against

With

CLIMATE CHANGE RISK DISCLOSURE

Against

Stockholder

Against

With

WASTE MANAGEMENT, INC.

	Ticker Symbol:WM	Cusip Number:94106L109
	Record Date: 3/16/2011	Meeting Date: 3/13/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director

For

Issuer

For

With

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

For

Issuer

For

With

TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RECOMMEND, BY NONBINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.

For

Issuer

For

With

AN AMENDMENT TO THE COMPANY'S BY-LAWS TO ALLOW STOCKHOLDERS WHO HAVE HELD AT LEAST A 25% NET LONG POSITION IN OUR COMMON STOCK FOR ONE YEAR TO CALL SPECIAL STOCKHOLDER MEETINGS.

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/Brian J. Frank

* Brian J. Frank

President

By /s/Monique M. Weiss

* Monique M. Weiss

Secretary

Date: August 17, 2011

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