0001162044-15-000735.txt : 20150804 0001162044-15-000735.hdr.sgml : 20150804 20150804141739 ACCESSION NUMBER: 0001162044-15-000735 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 EFFECTIVENESS DATE: 20150804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANK FUNDS CENTRAL INDEX KEY: 0001281790 IRS NUMBER: 200766084 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-21532 FILM NUMBER: 151024952 BUSINESS ADDRESS: STREET 1: 739 CRANDON BOULEVARD STREET 2: UNIT 202 CITY: KEY BISCAYNE STATE: FL ZIP: 33149 BUSINESS PHONE: 9738877698 MAIL ADDRESS: STREET 1: 739 CRANDON BOULEVARD STREET 2: UNIT 202 CITY: KEY BISCAYNE STATE: FL ZIP: 33149

0001281790 S000004757 Frank Value Fund

C000012947 INVESTOR CLASS FRNKX

C000093501 CLASS C FNKCX

C000093502 INSTITUTIONAL CLASS FNKIX

0001281790 S000022879 Leigh Baldwin Total Return Fund

C000066369 Leigh Baldwin Total Return Fund LEBOX

N-PX 1 franknpx201508.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)

781 Crandon Blvd. Unit 602

Key Biscayne, Florida 33149

(Address of principal executive offices)

(Zip code)

Brian J. Frank

Frank Capital Partners LLC

781 Crandon Blvd. Unit 602

Key Biscayne, Florida 33149

(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, 2015

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

AMERICAN PUBLIC EDUCATION, INC.

	Ticker Symbol:APEI	Cusip Number:02913V103
	Record Date: 4/21/2015	Meeting Date: 6/12/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: ERIC C. ANDERSEN

For

Issuer

For

With

ELECTION OF DIRECTOR: ERIC C. ANDERSEN

For

Issuer

For

With

ELECTION OF DIRECTOR: BARBARA G. FAST

For

Issuer

For

With

ELECTION OF DIRECTOR: JEAN C. HALLE

For

Issuer

For

With

ELECTION OF DIRECTOR: BARBARA KURSHAN

For

Issuer

For

With

ELECTION OF DIRECTOR: TIMOTHY J. LANDON

For

Issuer

For

With

ELECTION OF DIRECTOR: WESTLEY MOORE

For

Issuer

For

With

ELECTION OF DIRECTOR: TIMOTHY T. WEGLICKI

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT FOR THE 2015 ANNUAL MEETING.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF MCGLADREY LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.

For

Issuer

For

With

APPLE INC.

	Ticker Symbol:AAPL	Cusip Number:037833-100
	Record Date: 1/9/2015	Meeting Date: 3/10/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: TIM COOK

For

Issuer

For

With

ELECTION OF DIRECTOR: AL GORE

Against

Issuer

For

Against

ELECTION OF DIRECTOR: BOB IGER

For

Issuer

For

With

ELECTION OF DIRECTOR: ANDREA JUNG

For

Issuer

For

With

ELECTION OF DIRECTOR: ART LEVINSON

For

Issuer

For

With

ELECTION OF DIRECTOR: RON SUGAR

For

Issuer

For

With

ELECTION OF DIRECTOR: SUE WAGNER

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015

For

Issuer

For

With

AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

For

Issuer

For

With

THE AMENDMENT OF THE APPLE INC. EMPLOYEE STOCK PURCHASE PLAN

For

Issuer

For

With

A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH ENTITLED "RISK REPORT"

Against

Stockholder

Against

With

A SHAREHOLDER PROPOSAL BY MR. JAMES MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED "PROXY ACCESS FOR SHAREHOLDERS"

Against

Stockholder

Against

With

BERKSHIRE HATHAWAY INC.

	Ticker Symbol:BRK-A	Cusip Number:084670702
	Record Date: 3/4/2015	Meeting Date: 5/2/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) WARREN E. BUFFETT 2) CHARLES T. MUNGER 3) HOWARD G. BUFFETT 4) STEPHEN B. BURKE 5) SUSAN L. DECKER 6) WILLIAM H. GATES III 7) DAVID S. GOTTESMAN 8) CHARLOTTE GUYMAN 9) THOMAS S. MURPHY 10) RONALD L. OLSON 11) WALTER SCOTT, JR. 12) MERYL B. WITMER

For

Issuer

For

With

BLACKHAWK NETWORK HOLDINGS, INC.

	Ticker Symbol:HAWK	Cusip Number:09238E104
	Record Date: 3/26/2015	Meeting Date: 5/20/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MOHAN GYANI 2) PAUL HAZEN 3) ARUN SARIN

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR ENDING JANUARY 2, 2016.

For

Issuer

For

With

TO APPROVE AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO (A) EFFECT A RECLASSIFICATION OF EACH OUTSTANDING SHARE OF THE COMPANY'S CLASS B COMMON STOCK INTO ONE SHARE OF THE COMPANY'S COMMON STOCK AND RENAME THE CLASS A COMMON STOCK AS COMMON STOCK, WHICH WE REFER TO AS THE CONVERSION, AND (B) ELIMINATE PROVISIONS RELATING TO OUR DUALCLASS COMMON STOCK STRUCTURE AND THE OWNERSHIP INTEREST FORMELY HELD IN THE COMPANY BY SAFEWAY INC.

For

Issuer

For

With

TO APPROVE THE AMENDMENT TO OUR 2013 EQUITY INCENTIVE AWARD PLAN (2013 PLAN) TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER THE 2013 PLAN BY 4,000,000 SHARES.

Against

Issuer

For

Against

CISCO SYSTEMS, INC.

	Ticker Symbol:CSCO	Cusip Number:17275R-102
	Record Date: 9/22/2014	Meeting Date: 11/20/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: CAROL A. BARTZ

For

Issuer

For

With

ELECTION OF DIRECTOR: M. MICHELE BURNS

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN T. CHAMBERS

For

Issuer

For

With

ELECTION OF DIRECTOR: BRIAN L. HALLA

For

Issuer

For

With

ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY

For

Issuer

For

With

ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON

For

Issuer

For

With

ELECTION OF DIRECTOR: RODERICK C. MCGEARY

For

Issuer

For

With

ELECTION OF DIRECTOR: ARUN SARIN

For

Issuer

For

With

ELECTION OF DIRECTOR: STEVEN M. WEST

For

Issuer

For

With

APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EMPLOYEE STOCK PURCHASE PLAN.

For

Issuer

For

With

APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.

For

Issuer

For

With

RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015.

For

Issuer

For

With

APPROVAL TO RECOMMEND THAT CISCO ESTABLISH A PUBLIC POLICY COMMITTEE OF THE BOARD.

Against

Issuer

Against

With

APPROVAL TO REQUEST THE BOARD TO AMEND CISCO'S GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS.

Against

Issuer

Against

With

APPROVAL TO REQUEST CISCO TO PROVIDE A SEMIANNUAL REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES.

Against

Issuer

Against

With

FRANCESCA'S HOLDINGS CORPORATION

	Ticker Symbol:FRAN	Cusip Number:351793104
	Record Date: 4/10/2015	Meeting Date: 6/9/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MR. JOSEPH O'LEARY 2) MS. MARIE TOULANTIS 3) MS. PATRICIA BENDER

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 30, 2016.

For

Issuer

For

With

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

APPROVAL OF THE FRANCESCA'S HOLDINGS CORPORATION 2015 EQUITY INCENTIVE PLAN.

For

Issuer

For

With

GOLDCORP INC.

	Ticker Symbol:GG	Cusip Number:380956-409
	Record Date: 3/18/2015	Meeting Date: 4/30/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1) JOHN P. BELL 2) BEVERLEY A. BRISCOE 3) PETER J. DEY 4) DOUGLAS M. HOLTBY 5) CHARLES A. JEANNES 6) CLEMENT A. PELLETIER 7) P. RANDY REIFEL 8) IAN W. TELFER 9) BLANCA TREVINO 10) KENNETH F. WILLIAMSON

For

Issuer

For

With

IN RESPECT OF THE APPOINTMENT OF DELOITTE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION

For

Issuer

For

With

A RESOLUTION APPROVING THE REPEAL OF BY-LAW NO. 3 AND BY-LAW NO. 4 OF THE COMPANY, TO BE REPLACED IN THEIR ENTIRETY BY AMENDED BY-LAW NO. 4, THE FULL TEXT OF WHICH IS PROVIDED IN SCHEDULE "A" OF THE MANAGEMENT INFORMATION CIRCULAR IN RESPECT OF THE MEETING (THE "CIRCULAR");

For

Issuer

For

With

A RESOLUTION APPROVING CERTAIN AMENDMENTS TO THE RESTRICTED SHARE UNIT PLAN OF THE COMPANY

For

Issuer

For

With

A NON-BINDING ADVISORY RESOLUTION ACCEPTING THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION.

For

Issuer

For

With

GREENLIGHT CAPITAL RE, LTD.

	Ticker Symbol:GLRE	Cusip Number:G4095J109
	Record Date: 3/6/2015	Meeting Date: 4/29/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: ALAN BROOKS

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID EINHORN

For

Issuer

For

With

ELECTION OF DIRECTOR: LEONARD GOLDBERG

For

Issuer

For

With

ELECTION OF DIRECTOR: BARTON HEDGES

For

Issuer

For

With

ELECTION OF DIRECTOR: IAN ISAACS

For

Issuer

For

With

ELECTION OF DIRECTOR: FRANK LACKNER

For

Issuer

For

With

ELECTION OF DIRECTOR: BRYAN MURPHY

For

Issuer

For

With

ELECTION OF DIRECTOR: JOSEPH PLATT

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: ALAN BROOKS

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: DAVID EINHORN

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: LEONARD GOLDBERG

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: BARTON HEDGES

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: IAN ISAACS

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: FRANK LACKNER

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: BRYAN MURPHY

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD: JOSEPH PLATT

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD: PHILIP HARKIN

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD: BARTON HEDGES

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD: FRANK LACKNER

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD: CARYL TRAYNOR

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD: BRENDAN TUOHY

For

Issuer

For

With

TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.

For

Issuer

For

With

TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF BDO CAYMAN LTD. AS THE INDEPENDENT AUDITORS OF GREENLIGHT REINSURANCE, LTD. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, WHICH, PURSUANT TO THE ARTICLES, IS REQUIRED TO BE CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.

For

Issuer

For

With

TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF BDO, REGISTERED AUDITORS IN IRELAND AS THE INDEPENDENT AUDITORS OF GREENLIGHT REINSURANCE IRELAND, LTD. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, WHICH, PURSUANT TO THE ARTICLES, IS REQUIRED TO BE CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.

For

Issuer

For

With

TO CONSIDER AND CAST A NONBINDING ADVISORY VOTE ON A RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, OR "SAYONPAY" VOTE.

For

Issuer

For

With

IPC HEALTHCARE, INC.

	Ticker Symbol:IPCM	Cusip Number:44984A105
	Record Date: 4/10/2015	Meeting Date: 6/4/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MARK J. BROOKS 2) WOODRIN GROSSMAN 3) R. JEFFREY TAYLOR

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015.

For

Issuer

For

With

SAY ON PAY A NONBINDING ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

MICROSOFT CORPORATION

	Ticker Symbol:MSFT	Cusip Number:594918-104
	Record Date: 9/30/2014	Meeting Date: 12/3/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: WILLIAM H. GATES III

For

Issuer

For

With

ELECTION OF DIRECTOR: MARIA M. KLAWE

For

Issuer

For

With

ELECTION OF DIRECTOR: TERI L. LISTSTOLL

For

Issuer

For

With

ELECTION OF DIRECTOR: G. MASON MORFIT

For

Issuer

For

With

ELECTION OF DIRECTOR: SATYA NADELLA

For

Issuer

For

With

ELECTION OF DIRECTOR: CHARLES H. NOSKI

For

Issuer

For

With

ELECTION OF DIRECTOR: HELMUT PANKE

For

Issuer

For

With

ELECTION OF DIRECTOR: CHARLES W. SCHARF

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN W. STANTON

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN W. THOMPSON

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015

For

Issuer

For

With

SHAREHOLDER PROPOSAL - PROXY ACCESS FOR SHAREHOLDERS

Against

Stockholder

Against

With

QUALITY SYSTEMS, INC.

	Ticker Symbol:QSII	Cusip Number:747582-104
	Record Date: 6/16/2014	Meeting Date: 8/11/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) STEVEN T. PLOCHOCKI 2) CRAIG A. BARBAROSH 3) GEORGE H. BRISTOL 4) JAMES C. MALONE 5) JEFFREY H. MARGOLIS 6) MORRIS PANNER 7) D. RUSSELL PFLUEGER 8) SHELDON RAZIN 9) LANCE E. ROSENZWEIG

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2015.

For

Issuer

For

With

APPROVAL OF THE QUALITY SYSTEMS, INC. 2014 EMPLOYEE SHARE PURCHASE PLAN.

For

Issuer

For

With

QUALITY SYSTEMS, INC.

	Ticker Symbol:QSII	Cusip Number:747582-104
	Record Date: 6/16/2014	Meeting Date: 8/11/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) STEVEN T. PLOCHOCKI 2) CRAIG A. BARBAROSH 3) GEORGE H. BRISTOL 4) JAMES C. MALONE 5) JEFFREY H. MARGOLIS 6) MORRIS PANNER 7) D. RUSSELL PFLUEGER 8) SHELDON RAZIN 9) LANCE E. ROSENZWEIG

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2015.

For

Issuer

For

With

APPROVAL OF THE QUALITY SYSTEMS, INC. 2014 EMPLOYEE SHARE PURCHASE PLAN.

For

Issuer

For

With

QUALITY SYSTEMS, INC.

	Ticker Symbol:QSII	Cusip Number:747582-104
	Record Date: 6/17/2014	Meeting Date: 8/15/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) STEVEN T. PLOCHOCKI 2) CRAIG A. BARBAROSH 3) GEORGE H. BRISTOL 4) JAMES C. MALONE 5) PETER M. NEUPERT 6) MORRIS PANNER 7) D. RUSSELL PFLUEGER 8) SHELDON RAZIN 9) LANCE E. ROSENZWEIG

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2014.

For

Issuer

For

With

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

	Ticker Symbol:RRTS	Cusip Number:76973Q105
	Record Date: 3/30/2015	Meeting Date: 5/13/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) WILLIAM S. URKIEL 2) CHAD M. UTRUP 3) JUDITH A. VIJUMS

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 DECEMBER 31, 2015.

For

Issuer

For

With

SCIENCE APPLICATIONS INTERNATIONAL CORP

	Ticker Symbol:SAIC	Cusip Number:808625107
	Record Date: 4/9/2015	Meeting Date: 6/3/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: ROBERT A. BEDINGFIELD

For

Issuer

For

With

ELECTION OF DIRECTOR: DEBORAH B. DUNIE

For

Issuer

For

With

ELECTION OF DIRECTOR: THOMAS F. FRIST, III

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN J. HAMRE

For

Issuer

For

With

ELECTION OF DIRECTOR: TIMOTHY J. MAYOPOULOS

For

Issuer

For

With

ELECTION OF DIRECTOR: ANTHONY J. MORACO

For

Issuer

For

With

ELECTION OF DIRECTOR: DONNA S. MOREA

For

Issuer

For

With

ELECTION OF DIRECTOR: EDWARD J. SANDERSON, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: STEVEN R. SHANE

For

Issuer

For

With

APPROVE, BY AN ADVISORY VOTE, 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 29, 2016.

For

Issuer

For

With

TERADATA CORPORATION

	Ticker Symbol:TDC	Cusip Number:88076W103
	Record Date: 2/27/2015	Meeting Date: 4/28/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: LISA R. BACUS

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL F. KOEHLER

For

Issuer

For

With

ELECTION OF DIRECTOR: JAMES M. RINGLER

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN G. SCHWARZ

For

Issuer

For

With

AN ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

For

Issuer

For

With

APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015

For

Issuer

For

With

VITAMIN SHOPPE, INC.

	Ticker Symbol:VSI	Cusip Number:92849E101
	Record Date: 4/8/2015	Meeting Date: 6/3/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: B. MICHAEL BECKER

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN D. BOWLIN

For

Issuer

For

With

ELECTION OF DIRECTOR: CATHERINE E. BUGGELN

For

Issuer

For

With

ELECTION OF DIRECTOR: DEBORAH M. DERBY

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN H. EDMONDSON

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID H. EDWAB

For

Issuer

For

With

ELECTION OF DIRECTOR: RICHARD L. MARKEE

For

Issuer

For

With

ELECTION OF DIRECTOR: RICHARD L. PERKAL

For

Issuer

For

With

ELECTION OF DIRECTOR: BETH M. PRITCHARD

For

Issuer

For

With

ELECTION OF DIRECTOR: COLIN WATTS

For

Issuer

For

With

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

APPROVAL OF THE INTERNAL REVENUE CODE SECTION162(M)COMPLIANT VITAMIN SHOPPE, INC. COVERED EMPLOYEE PERFORMANCEBASED COMPENSATION PLAN

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For

Issuer

For

With

XOOM CORPORATION

	Ticker Symbol:XOOM	Cusip Number:98419Q101
	Record Date: 4/2/2015	Meeting Date: 5/28/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) ANNE MITCHELL 2) MURRAY J. DEMO 3) MATTHEW ROBERTS

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF KPMG LLP AS XOOM CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.

For

Issuer

For

With

* Management Recommended Vote

Leigh Baldwin Total Return Fund

ABERDEEN ASIA-PACIFIC INCOME FUND-COM

	Ticker Symbol:FAX	Cusip Number:003009107
	Record Date: 2/6/2015	Meeting Date: 3/26/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MARTIN J. GILBERT

For

Issuer

For

With

APPLE INC.

	Ticker Symbol:AAPL	Cusip Number:037833100
	Record Date: 1/9/2015	Meeting Date: 3/10/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: TIM COOK

For

Issuer

For

With

ELECTION OF DIRECTOR: AL GORE

For

Issuer

For

With

ELECTION OF DIRECTOR: BOB IGER

For

Issuer

For

With

ELECTION OF DIRECTOR: ANDREA JUNG

For

Issuer

For

With

ELECTION OF DIRECTOR: ART LEVINSON

For

Issuer

For

With

ELECTION OF DIRECTOR: RON SUGAR

For

Issuer

For

With

ELECTION OF DIRECTOR: SUE WAGNER

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015

For

Issuer

For

With

AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

For

Issuer

For

With

THE AMENDMENT OF THE APPLE INC. EMPLOYEE STOCK PURCHASE PLAN

For

Issuer

For

With

A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH ENTITLED "RISK REPORT"

Against

Stockholder

Against

With

A SHAREHOLDER PROPOSAL BY MR. JAMES MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED "PROXY ACCESS FOR SHAREHOLDERS"

Against

Stockholder

Against

With

BHP BILLITON LIMITED

	Ticker Symbol:BHP	Cusip Number:088606108
	Record Date: 9/15/2014	Meeting Date: 11/20/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

TO RECEIVE THE 2014 FINANCIAL STATEMENTS AND REPORTS FOR BHP BILLITON

For

Issuer

For

With

TO APPROVE LEAVING ENTITLEMENTS

For

Issuer

For

With

TO APPROVE GRANTS TO ANDREW MACKENZIE

For

Issuer

For

With

TO ELECT MALCOLM BRINDED AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT MALCOLM BROOMHEAD AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT SIR JOHN BUCHANAN AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT CARLOS CORDEIRO AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT PAT DAVIES AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT CAROLYN HEWSON AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT ANDREW MACKENZIE AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT LINDSAY MAXSTED AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO REAPPOINT KPMG LLP AS THE AUDITOR OF BHP BILLITON PLC

For

Issuer

For

With

TO RE-ELECT WAYNE MURDY AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT KEITH RUMBLE AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT JOHN SCHUBERT AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT SHRITI VADERA AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO RE-ELECT JAC NASSER AS A DIRECTOR OF BHP BILLITON

For

Issuer

For

With

TO ELECT IAN DUNLOP AS A DIRECTOR OF BHP BILLITON (THIS CANDIDATE IS NOT ENDORSED BY THE BOARD)

For

Issuer

Against

TO AUTHORISE THE RISK AND AUDIT COMMITTEE TO AGREE THE REMUNERATION OF THE AUDITOR OF BHP BILLITON PLC

For

Issuer

For

With

TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES IN BHP BILLITON PLC

For

Issuer

For

With

TO APPROVE THE AUTHORITY TO ISSUE SHARES IN BHP BILLITON PLC FOR CASH

For

Issuer

For

With

TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON PLC

For

Issuer

For

With

TO APPROVE THE DIRECTORS' REMUNERATION POLICY

For

Issuer

For

With

TO APPROVE THE 2014 REMUNERATION REPORT OTHER THAN THE PART CONTAINING THE DIRECTORS' REMUNERATION POLICY

For

Issuer

For

With

TO APPROVE THE 2014 REMUNERATION REPORT

For

Issuer

For

With

DARDEN RESTAURANTS, INC.

	Ticker Symbol:DRI	Cusip Number:237194105
	Record Date: 8/11/2014	Meeting Date: 10/10/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) BETSY S. ATKINS 2) MARGARET S. ATKINS 3) JEAN M. BIRCH 4) BRADLEY D. BLUM 5) PETER A. FELD 6) JAMES P. FOGARTY 7) CYNTHIA T. JAMISON 8) WILLIAM H. LENEHAN 9) LIONEL L. NOWELL, III 10) JEFFREY C. SMITH 11) CHARLES M. SONSTEBY 12) ALAN N. STILLMAN

For

Issuer

For

With

COMPANY'S PROPOSAL TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING MAY 31, 2015.

For

Issuer

For

With

COMPANY'S PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S BYLAWS TO PROVIDE FOR PROXY ACCESS.

For

Issuer

For

With

SHAREHOLDER'S PROPOSAL TO APPROVE A RESOLUTION REGARDING POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.

For

Stockholder

For

With

SHAREHOLDER'S PROPOSAL TO APPROVE A RESOLUTION REGARDING LOBBYING DISCLOSURES, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.

For

Stockholder

For

With

DARDEN RESTAURANTS, INC.

	Ticker Symbol:DRI	Cusip Number:237194105
	Record Date: 8/11/2014	Meeting Date: 10/10/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MICHAEL W. BARNES 2) GREGORY L. BURNS 3) JEFFREY H. FOX 4) CHRISTOPHER J. FRALEIGH 5) STEVE ODLAND 6) MICHAEL D. ROSE 7) MARIA A. SASTRE 8) ENRIQUE SILVA

For

Issuer

For

With

TO APPROVE A RESOLUTION PROVIDING ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2015.

For

Issuer

For

With

TO APPROVE AN AMENDMENT TO THE COMPANY'S BYLAWS TO PROVIDE FOR PROXY ACCESS.

For

Issuer

For

With

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS.

For

Stockholder

Against

With

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING LOBBYING DISCLOSURE.

For

Stockholder

Against

With

HUANENG POWER INTERNATIONAL, INC.

	Ticker Symbol:HNP	Cusip Number:443304100
	Record Date: 9/10/2014	Meeting Date: 9/18/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. CAO PEIXI AS THE EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. GUO JUNMING AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. LIU GUOYUE AS THE EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. LI SHIQI AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. HUANG JIAN AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. FAN XIAXIA AS THE EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. MI DABIN AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. GUO HONGBO AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. XU ZUJIAN AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MS. LI SONG AS THE NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. LI ZHENSHENG AS THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. QI YUDONG AS THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. ZHANG SHOUWEN AS THE INDEPENDENT NONEXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. LI FUXING AS THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. YUE HENG AS THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE SERVICE CONTRACTS OF THE DIRECTORS.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. YE XIANGDONG AS A SUPERVISOR OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. MU XUAN AS THE SUPERVISOR OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MS. ZHANG MENGJIAO AS THE SUPERVISOR OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. GU JIANGUO AS THE SUPERVISOR OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY, WITH IMMEDIATE EFFECT.

For

Issuer

For

With

TO CONSIDER AND APPROVE THE SERVICE CONTRACTS OF THE SUPERVISORS.

For

Issuer

For

With

INTERNATIONAL BUSINESS MACHINES CORP.

	Ticker Symbol:IBM	Cusip Number:459200101
	Record Date: 2/27/2015	Meeting Date: 4/28/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: A.J.P. BELDA

For

Issuer

For

With

ELECTION OF DIRECTOR: W.R. BRODY

For

Issuer

For

With

ELECTION OF DIRECTOR: K.I. CHENAULT

For

Issuer

For

With

ELECTION OF DIRECTOR: M.L. ESKEW

For

Issuer

For

With

ELECTION OF DIRECTOR: D.N. FARR

For

Issuer

For

With

ELECTION OF DIRECTOR: A. GORSKY

For

Issuer

For

With

ELECTION OF DIRECTOR: S.A. JACKSON

For

Issuer

For

With

ELECTION OF DIRECTOR: A.N. LIVERIS

For

Issuer

For

With

ELECTION OF DIRECTOR: W.J. MCNERNEY, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: J.W. OWENS

For

Issuer

For

With

ELECTION OF DIRECTOR: V.M. ROMETTY

For

Issuer

For

With

ELECTION OF DIRECTOR: J.E. SPERO

For

Issuer

For

With

ELECTION OF DIRECTOR: S. TAUREL

For

Issuer

For

With

ELECTION OF DIRECTOR: P.R. VOSER

For

Issuer

For

With

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 70)

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 71)

For

Issuer

For

With

STOCKHOLDER PROPOSAL FOR DISCLOSURE OF LOBBYING POLICIES AND PRACTICES (PAGE 73)

For

Stockholder

Against

STOCKHOLDER PROPOSAL ON THE RIGHT TO ACT BY WRITTEN CONSENT (PAGE 74)

For

Stockholder

Against

STOCKHOLDER PROPOSAL TO LIMIT ACCELERATED EXECUTIVE PAY (PAGE 75)

For

Stockholder

Against

STOCKHOLDER PROPOSAL ON ESTABLISHING A PUBLIC POLICY COMMITTEE (PAGE 75)

For

Stockholder

Against

NUVEEN BUILD AMERICA BOND FUND-COM

	Ticker Symbol:NBB	Cusip Number:67074C103
	Record Date: 6/6/2014	Meeting Date: 8/5/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE FUND AND NUVEEN FUND ADVISORS, LLC ("NUVEEN FUND ADVISORS"), THE FUND'S INVESTMENT ADVISER.

For

Issuer

For

With

TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN NUVEEN FUND ADVISORS AND NUVEEN ASSET MANAGEMENT, LLC.

For

Issuer

For

With

DIRECTOR 1) WILLIAM ADAMS IV 2) DAVID J. KUNDERT 3) JOHN K. NELSON 4) TERENCE J. TOTH

For

Issuer

For

With

PAYCHEX, INC.

	Ticker Symbol:PAYX	Cusip Number:704326107
	Record Date: 8/18/2014	Meeting Date: 10/15/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: B. THOMAS GOLISANO

For

Issuer

For

With

ELECTION OF DIRECTOR: JOSEPH G. DOODY

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID J.S. FLASCHEN

For

Issuer

For

With

ELECTION OF DIRECTOR: PHILLIP HORSLEY

For

Issuer

For

With

ELECTION OF DIRECTOR: GRANT M. INMAN

For

Issuer

For

With

ELECTION OF DIRECTOR: PAMELA A. JOSEPH

For

Issuer

For

With

ELECTION OF DIRECTOR: MARTIN MUCCI

For

Issuer

For

With

ELECTION OF DIRECTOR: JOSEPH M. TUCCI

For

Issuer

For

With

ELECTION OF DIRECTOR: JOSEPH M. VELLI

For

Issuer

For

With

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

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

For

Issuer

For

With

PETROCHINA COMPANY LIMITED

	Ticker Symbol:PTR	Cusip Number:71646E100
	Record Date: 9/19/2014	Meeting Date: 10/29/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

THAT, AS SET OUT IN THE CIRCULAR DATED 10 SEPTEMBER 2014 ISSUED BY THE COMPANY TO ITS SHAREHOLDERS (THE "CIRCULAR"): THE NEW COMPREHENSIVE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CHINA NATIONAL PETROLEUM CORPORATION BE AND IS HEREBY APPROVED, RATIFIED AND CONFIRMED AND THE EXECUTION OF THE NEW COMPREHENSIVE AGREEMENT BY MR. YU YIBO FOR AND ON BEHALF OF THE COMPANY BE AND IS HEREBY APPROVED, RATIFIED AND CONFIRMED; MR. YU YIBO BE AND IS HEREBY AUTHORISED TO MAKE ANY AMENDMENT TO THE ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL))

For

Issuer

For

With

TO CONSIDER AND APPROVE MR. ZHANG BIYI AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY.

For

Issuer

For

With

TO CONSIDER AND APPROVE MR. JIANG LIFU AS SUPERVISOR OF THE COMPANY.

For

Issuer

For

With

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

	Ticker Symbol:SLB	Cusip Number:806857108
	Record Date: 2/11/2015	Meeting Date: 4/8/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: PETER L.S. CURRIE

For

Issuer

For

With

ELECTION OF DIRECTOR: K. VAMAN KAMATH

For

Issuer

For

With

ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON DARKES

For

Issuer

For

With

ELECTION OF DIRECTOR: PAAL KIBSGAARD

For

Issuer

For

With

ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL E. MARKS

For

Issuer

For

With

ELECTION OF DIRECTOR: INDRA K. NOOYI

For

Issuer

For

With

ELECTION OF DIRECTOR: LUBNA S. OLAYAN

For

Issuer

For

With

ELECTION OF DIRECTOR: LEO RAFAEL REIF

For

Issuer

For

With

ELECTION OF DIRECTOR: TORE I. SANDVOLD

For

Issuer

For

With

ELECTION OF DIRECTOR: HENRI SEYDOUX

For

Issuer

For

With

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

For

Issuer

For

With

TO APPROVE THE COMPANY'S 2014 FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS.

For

Issuer

For

With

TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.

For

Issuer

For

With

THE BOEING COMPANY

	Ticker Symbol:BA	Cusip Number:097023105
	Record Date: 2/26/2015	Meeting Date: 4/27/2015

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: DAVID L. CALHOUN

For

Issuer

For

With

ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN

For

Issuer

For

With

ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: LAWRENCE W. KELLNER

For

Issuer

For

With

ELECTION OF DIRECTOR: EDWARD M. LIDDY

For

Issuer

For

With

ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: SUSAN C. SCHWAB

For

Issuer

For

With

ELECTION OF DIRECTOR: RONALD A. WILLIAMS

For

Issuer

For

With

ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI

For

Issuer

For

With

APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015.

For

Issuer

For

With

AMEND EXISTING CLAWBACK POLICY.

For

Issuer

Against

INDEPENDENT BOARD CHAIRMAN.

For

Issuer

Against

RIGHT TO ACT BY WRITTEN CONSENT.

For

Issuer

Against

FURTHER REPORT ON LOBBYING ACTIVITIES.

For

Issuer

Against

VALLEY NATIONAL BANCORP

	Ticker Symbol:VLY	Cusip Number:919794107
	Record Date: 7/21/2014	Meeting Date: 9/9/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF VALLEY NATIONAL BANCORP TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE, OF VALLEY NATIONAL BANCORP BY 100,000,000 SHARES.

For

Issuer

For

With

APPROVAL OF A PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A LATER DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF VALLEY NATIONAL BANCORP... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

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 4, 2015

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