N-CSR 1 frankleighncsr.htm N-CSR Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES


Investment Company Act file number: 811-21532


Frank Funds

(Exact Name of Registrant as Specified in Charter)


312 East 22nd Street, #2B, New York, NY  10010

(Address of Principal Executive Offices)  (Zip Code)


Brian J. Frank, Frank Capital Partners LLC

312 East 22nd Street, #2B, New York, NY  10010

 (Name and Address of Agent for Service)


With copy 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, 2014


Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.


A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR 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 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. § 3507.


Item 1.  Reports to Stockholders.













FRANK FUNDS


ANNUAL REPORT




FRANK VALUE FUND

Class C – FNKCX

Institutional Class – FNKIX

Investor Class – FRNKX


LEIGH BALDWIN TOTAL RETURN FUND – LEBOX



June 30, 2014












FRANK FUNDS

SHAREHOLDER LETTER

JUNE 30, 2014 (UNAUDITED)


To our Fellow Shareholders,


In the Frank Funds’ fiscal year ended June 30, 2014, we witnessed a continued decline in market volatility, an increase in investor complacency, and a significant amount of stock-multiple expansion.  The ten-year US government interest rate briefly touched 3%, striking fear into investors “reaching for yield” in sectors such as Utilities, but a significant reversal back to 2.5% once again lulled investors into a sense of security. Corporations continued with large buyback programs, boosting stock prices, while most companies refrained from full-time hiring or increasing capital expenditures, making it difficult to find growth.


Prolonged low interest rates are a boon to the world economy, though the benefit may purely be optical and in the short-term only. Rather than eliminate deficits and pay down debts, federal governments are viewing low interest rates on their debt as a ratification of status quo policies. Debts continue to increase at both the sovereign and corporate level, and when rates eventually rise, attempting to refinance these debts at higher rates will result in defaults. The retail investor returned to stocks in the past twelve months for the first time in several years. Unfortunately for active managers, this retail investor is purchasing passive index strategies en masse, boosting the index prices in a positive feedback cycle while, simultaneously, institutions continue net-selling, harming companies outside of the indices.


Leigh Baldwin Total Return Fund Portfolio Performance


The Leigh Baldwin Total Return Fund (“Baldwin Fund”) gained 4.51% for the fiscal year ended June 30, 2014, compared to 2.32% for the HFRX Equity Market Neutral Index. Over the past three years on an annualized basis, the Baldwin Fund has generated a loss of -1.65% compared to a loss of -2.47% for the HFRX Equity Market Neutral Index


The adviser to the Baldwin Fund is comfortable that the Fund is not highly correlated with either traditional stock or bond funds.  Stock investment gains were outstanding during the most recent fiscal year and our belief is that equity investments still represent the best long-term way to build assets over time.  That being said, we acknowledge that there are times when stock valuations either get ahead of themselves, and times when they fall out of favor.  Additionally, during the most recent fiscal year, fixed income returns were mixed during this period, but still managed to provide income to a portfolio.  Interest rates continue to trade at or near all-time lows.

 

Against this backdrop, the adviser believes that there is a place for a fund that is not solely married to the performance of either stocks or bonds, and that can still generate a quarterly income flow.  As a reminder, the adviser believes the Baldwin Fund will outperform during periods of higher trending interest rates and higher trending volatility, which are conversely both still at historic lows.  With history as our guide, we recognize that today’s economic conditions, as with all such conditions, do not last forever.

 

On the positive side for the fiscal year ended June 30, 2014, the Fund again benefited from strong total returns from tech stocks like Apple, Cisco, and Facebook.  Negatively




FRANK FUNDS

SHAREHOLDER LETTER (CONTINUED)

JUNE 30, 2014 (UNAUDITED)


impacting the portfolio were some special situation investments like sandwich chain Potbelly and the VIX Index which underperformed by almost any measure.  We sometimes need to be reminded of what has historically worked the best for the Fund.

 

Going forward, we are very optimistic about the investment climate domestically and around the world.  Ultimately, performance is a creature of positive earnings and the economy is showing signs of life, albeit slowly.  During November of 2013, based on the lack of volatility and the persistent low interest rate environment, we gently tweaked the way the Fund is managed, and are pleased to report that the past 7 months have shown a significant improvement in both return and, more importantly, risk management.  The adviser is very excited about the opportunities for the rest of this year and beyond, and as always, appreciates your confidence and business.


Frank Value Fund Portfolio Performance


The Frank Value Fund (“Value Fund”) Investor Class gained 17.60% for the fiscal year ended June 30, 2014, compared to a gain of 24.61% for its benchmark, the S&P 500 Total Return Index. Since inception (7/21/04) on an annualized basis, the Value Fund has generated a return of 9.03%, compared to a gain of 8.17% for the S&P 500 Total Return Index.


Relative to the benchmark, the Value Fund experienced a challenging fiscal year in the Services sector, driven primarily by stock allocation decisions. In the Services sector, Liquidity Services, an online marketplace for surplus, salvage, and scrap assets, suffered from multiple contraction and loss of government contracts.  Liquidity Services encountered aggressive competition during the renewal process of its government contracts, which resulted in a material decrease in operating income. Further margin compression appears likely, and as such, the Value Fund sold its stake in Liquidity Services during the fiscal year ended June 30, 2014.


The Value Fund experienced a strong year in the Technology sector, driven by stock allocation decisions. In the Technology sector, Google and Microsoft, large technology companies focused on software and search, respectively, posted revenue, operating income, and net income growth. The Value Fund sold its position in Google, which returned 117% since being added to the portfolio.


Thank you for your investments.  We look forward to continue working with you.


[frankleighncsr002.gif]

Brian Frank

President

Frank Funds Trust




VALUE FUND – INVESTOR CLASS

PERFORMANCE ILLUSTRATION

JUNE 30, 2014 (UNAUDITED)


AVERAGE ANNUAL RATE OF RETURN (%)

FOR PERIODS ENDED JUNE 30, 2014


FUND/INDEX

1-YEAR

3-YEAR

SINCE INCEPTION

VALUE

Frank Value Fund - Investor Class

17.60%

14.17%

9.02%

$23,617

S&P 500 Stock Index

24.57%

16.56%

8.16%

$21,827


Cumulative Performance Comparison $10,000 Investment Since Inception

[frankleighncsr004.gif]


This chart assumes an initial investment of $10,000 made on 7/21/2004 for the Investor Class (commencement of investment operations). Total return is based on the net change in NAV and assumes reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


The Standard & Poor’s 500 Index (“S&P 500”) is a market value-weighted index, representing the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.  The S&P 500 is a widely recognized, unmanaged index of common stock prices.  The figures for the S&P 500 reflect all dividends reinvested but do not reflect any deductions for fees, expenses or taxes.


The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.


Current performance may be lower or higher than the performance data quoted.  To obtain performance data current to the most recent month end, please call (888)-217-5426.




VALUE FUND – INSTITUTIONAL CLASS

PERFORMANCE ILLUSTRATION

JUNE 30, 2014 (UNAUDITED)


AVERAGE ANNUAL RATE OF RETURN (%)

FOR PERIODS ENDED JUNE 30, 2014


FUND/INDEX

1-YEAR

3-YEAR

SINCE INCEPTION

VALUE

Frank Value Fund - Institutional Class

17.83%

14.44%

16.08%

$17,252

S&P 500 Stock Index

24.57%

16.56%

17.01%

$17,765


Cumulative Performance Comparison $10,000 Investment Since Inception


[frankleighncsr006.gif]


This chart assumes an initial investment of $10,000 made on 11/03/2010 for the Institutional Class (commencement of investment operations). Total return is based on the net change in NAV and assumes reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


The Standard & Poor’s 500 Index (“S&P 500”) is a market value-weighted index, representing the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.  The S&P 500 is a widely recognized, unmanaged index of common stock prices.  The figures for the S&P 500 reflect all dividends reinvested but do not reflect any deductions for fees, expenses or taxes.


The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.


Current performance may be lower or higher than the performance data quoted.  To obtain performance data current to the most recent month end, please call (888)-217-5426.




VALUE FUND – CLASS C

PERFORMANCE ILLUSTRATION

JUNE 30, 2014 (UNAUDITED)



AVERAGE ANNUAL RATE OF RETURN (%)

FOR PERIODS ENDED JUNE 30, 2014

 

FUND/INDEX

1-YEAR

3-YEAR

SINCE INCEPTION

VALUE

Frank Value Fund - Class C

16.69%

13.37%

16.91%

$18,023

S&P 500 Stock Index

24.57%

16.56%

18.10%

$18,721


Cumulative Performance Comparison $10,000 Investment Since Inception

[frankleighncsr008.gif]


This chart assumes an initial investment of $10,000 made on 9/23/2010 for Class C (commencement of investment operations). Total return is based on the net change in NAV and assumes reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


The Standard & Poor’s 500 Index (“S&P 500”) is a market value-weighted index, representing the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.  The S&P 500 is a widely recognized, unmanaged index of common stock prices.  The figures for the S&P 500 reflect all dividends reinvested but do not reflect any deductions for fees, expenses or taxes.


The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.


Current performance may be lower or higher than the performance data quoted.  To obtain performance data current to the most recent month end, please call (888)-217-5426.




BALDWIN FUND

PERFORMANCE ILLUSTRATION

JUNE 30, 2014 (UNAUDITED)


AVERAGE ANNUAL RATE OF RETURN (%)

FOR PERIODS ENDED JUNE 30, 2014

 

FUND/INDEX

1-YEAR

3-YEAR

SINCE

INCEPTION

VALUE

Leigh Baldwin Fund

4.51%

(1.64)%

(1.10)%

$9,367

S&P 500 Stock Index

24.57%

16.56%

10.06%

$17,628

HFRX Equity Market Neutral Index

2.32%

(2.47)%

(0.86)%

$9,502

                

Cumulative Performance Comparison $10,000 Investment Since Inception

[frankleighncsr010.gif]


This chart assumes an initial investment of $10,000 made on 8/1/2008 (commencement of investment operations).  Total return is based on the net change in NAV and assumes reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance.   Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


The Standard & Poor’s 500 Index (“S&P 500”) is a market value-weighted index, representing the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.  The S&P 500 is a widely recognized, unmanaged index of common stock prices.  The figures for the S&P 500 reflect all dividends reinvested but do not reflect any deductions for fees, expenses or taxes.


Equity Market Neutral strategies employ sophisticated quantitative techniques of analyzing price data to ascertain information about future price movement and relationships between securities, select securities for purchase and sale. These can include both Factor-based and Statistical Arbitrage/Trading strategies. Factor-based investment strategies include strategies in which the investment thesis is predicated on the systematic analysis of common relationships between securities. In many but not all cases, portfolios are constructed to be neutral to one or multiple variables, such as broader equity markets in dollar or beta terms, and leverage is frequently employed to enhance the return profile of the positions identified. Statistical Arbitrage/Trading strategies consist of strategies in which the investment thesis is predicated on exploiting pricing anomalies which may occur as a function of expected mean reversion inherent in security prices; high frequency techniques may be employed and trading strategies may also be employed on the basis on technical analysis or opportunistically to exploit new information the investment manager believes has not been fully, completely or accurately discounted into current security prices.


Hedge Fund Research, Inc. (HFR) utilizes a UCITSIII compliant methodology to construct the HFRX Hedge Fund Indices. The methodology is based on defined and predetermined rules and objective criteria to select and rebalance components to maximize representation of the Hedge Fund Universe. HFRX Indices utilize state-of-the-art quantitative techniques and analysis; multi-level screening, cluster analysis, Monte-Carlo simulations and optimization techniques ensure that each Index is a pure representation of its corresponding investment focus.


The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.  


Current performance may be lower or higher than the performance data quoted.  To obtain performance data current to the most recent month end, please call (888)-217-5426.




VALUE FUND

PORTFOLIO ANALYSIS

JUNE 30, 2014 (UNAUDITED)


The following chart gives a visual breakdown of the Frank Value Fund (the “Value Fund”) by the industry sectors, while the underlying securities represent a percentage of the portfolio of investments.


[frankleighncsr012.gif]


Sectors are based on Morningstar® classifications.




BALDWIN FUND

PORTFOLIO ANALYSIS

JUNE 30, 2014 (UNAUDITED)


The following chart gives a visual breakdown of the Leigh Baldwin Total Return Fund (the “Baldwin Fund”) by the industry sectors, while the underlying securities represent a percentage of the portfolio of investments.

[frankleighncsr014.gif]


Sectors are based on Morningstar® classifications.




VALUE FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2014


 Shares

 

 

Value

 

 

 

 

COMMON STOCKS - 75.11%

 

 

 

 

 

Arrangement of Transportation - 3.47%

 

63,642

 

Roadrunner Transportation Systems, Inc. *

$   1,788,340

 

 

 

 

Computer Communications Equipment - 2.83%

 

58,594

 

Cisco Systems, Inc.

1,456,061

 

 

 

 

Electronic Computers - 2.85%

 

36,510

 

Teradata Corp. *

1,467,702

 

 

 

 

Consumer Electronics - 3.95%

 

21,863

 

Apple, Inc.

2,031,729

 

 

 

 

Finance Services - 4.90%

 

89,356

 

Blackhawk Network Holdings, Inc. Class A *

2,521,626

 

 

 

 

Fire, Marine & Casualty Insurance - 10.58%

 

21,855

 

Berkshire Hathaway, Inc. Class B *

2,765,969

81,408

 

Greenlight Capital Reinsurance, Ltd. Class A *

     2,681,580

 

 

 

5,447,549

Gold and Silver Ores - 3.69%

 

68,061

 

Goldcorp, Inc.

1,899,583

 

 

 

 

Leather & Leather Products - 2.78%

 

65,556

 

Vera Bradley, Inc. *

     1,433,710

 

 

 

 

Retail-Apparel & Accessory Stores - 2.20%

 

76,906

 

Francesca's Holding Corp. *

1,133,594

 

 

 

 

Retail-Specialty Retail - 2.36%

 

35,182

 

CST Brands, Inc.

1,213,779

 

 

 

 

Retail-Food Stores - 2.62%

 

31,312

 

Vitamin Shoppe, Inc. *

1,347,042

 

 

 

 

Services-Advertising - 5.04%

 

144,696

 

News Corp. *

2,595,846

 

 

 

 

Services-Business Services, NEC - 3.25%

 

94,262

 

RPX Corp. *

1,673,150


* Non-income producing securities during the period.

The accompanying notes are an integral part of these financial statements.





VALUE FUND

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2014


 Shares

 

 

Value

 

 

 

 

Services-Computer Integrated Systems Design - 4.46%

 

79,408

 

Nvidia Corp.

$     1,472,224

51,399

 

Quality Systems, Inc.

        824,954

 

 

 

2,297,178

Services-Computer Programming, Date Processing, ETC - 1.60%

 

27,923

 

Mantech International Corp. Class A

        824,287

 

 

 

 

Services-Educational Services - 2.93%

 

43,903

 

American Public Education, Inc. *

1,509,385

 

 

 

 

Services-Engineering, Accounting, Research, Management - 3.62%

 

42,216

 

Science Applications International Corp.

1,864,259

 

 

 

 

Services-Miscellaneous Business - 2.88%

 

146,670

 

Performant Financial Corp. *

1,481,367

 

 

 

 

Services-Prepackaged Software - 9.10%

 

70,997

 

Conversant, Inc. *

     1,803,324

69,050

 

Microsoft Corp.

     2,879,385

 

 

 

     4,682,709

 

 

 

 

TOTAL FOR COMMON STOCKS (Cost $33,983,536) - 75.11%

   38,668,896

 

 

 

 

PUT OPTIONS - 0.00% *

 

 

 

 

Shares Subject

Underlying Security

 

to Put

 

Expiration Date/Exercise Price

 

 

 

 

 

 

 

Japan 10 Year Bond Future (JBG)

 

10,000,000

 

August 16, 2014 Put @ $140.50

              987

 

 

 

 

 

 

Total (Premiums Paid $1,030) - 0.00%

              987

Shares

 

 

 

 

 

SHORT TERM INVESTMENTS - 24.97%

 

12,855,038

 

Fidelity Institutional Money Market Portfolio 0.06% **

   12,855,038

TOTAL FOR SHORT TERM INVESTMENTS (Cost $12,855,038) - 24.97%

   12,855,038

 

 

 

 

TOTAL INVESTMENTS (Cost $46,839,604) - 100.08%

51,524,921

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.08)%

       (41,801)

 

 

 

 

NET ASSETS - 100.00%

$  51,483,120


* Non-income producing securities during the period.

** Variable rate security; the coupon rate shown represents the yield at June 30, 2014.

The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2014


 Shares

 

 

Value

 

 

 

 

COMMON STOCKS - 41.36%

 

 

 

 

 

Agricultural - 6.48%

 

5,400

 

Potash Corp. (Canada)

$        204,984

150

 

Terra Nitrogen Company L.P.

21,648

 

 

 

226,632

Apparel Stores - 0.58%

 

500

 

Lululemon Athletica, Inc. (Canada) *

20,240

 

 

 

 

Electronic & Other Electrical Equipment - 6.02%

 

8,000

 

General Electric Co.

210,240

 

 

 

 

Electronic Computers - 4.67%

 

900

 

International Business Machines, Inc.

163,143

 

 

 

 

Farm Machinery & Equipment - 4.66%

 

1,800

 

Deer & Co.

162,990

 

 

 

 

Finance Services - 3.25%

 

2,500

 

GSV Capital Corp. *

26,425

7,000

 

Oneida Financial Corp.

87,010

 

 

 

113,435

Heavy Construction - 1.10%

 

500

 

Fluor Corp.

38,450

 

 

 

 

Leather & Leather Products - 0.68%

 

700

 

Coach, Inc.

23,933

 

 

 

 

National Commercial Banks - 0.57%

 

2,000

 

Valley National Bank

19,820

 

 

 

 

Patent Owners & Lessors - 1.02%

 

2,000

 

RPX Corp. *

35,500

 

 

 

 

Petroleum Refining - 0.57%

 

200

 

Icahn Enterprises L.P.

19,940

 

 

 

 

Pharmaceutical Preparations - 4.97%

 

3,500

 

Bristol Myers Squibb Co.

169,785

1,000

 

Synta Pharmaceuticals, Inc. *

4,090

 

 

 

173,875


* Non-income producing securities during the period.

The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2014


 Shares

 

 

Value

 

 

Retail-Eating Places - 0.37%

 

800

 

Potbelly Corp. *

$          12,768

 

 

 

 

Retail-Grocery Stores - 1.87%

 

2,000

 

Sprouts Farmers Market, Inc. *

         65,440

 

 

 

 

Semiconductors & Related Devices - 1.43%

 

1,000

 

Cree, Inc. *

         49,950

 

 

 

 

Tobacco Products - 3.12%

 

2,000

 

Altria Group, Inc.

83,880

300

 

Philip Morris International, Inc.

25,293

 

 

 

109,173

 

 

 

 

TOTAL FOR COMMON STOCKS (Cost $1,468,938) - 41.36%

     1,445,529

 

 

 

 

EXCHANGE TRADED FUNDS - 7.01%

 

12,000

 

Aberdeen Asia Pacific Fund

75,360

8,000

 

The Gamco Global Gold, Natural Resources & Income Trust

87,840

4,000

 

Nuveen Build America Bond Fund

82,000

TOTAL FOR EXCHANGE TRADED FUNDS (Cost $263,607) - 7.01%

        245,200

 

 

 

 

REAL ESTATE INVESTMENT TRUSTS - 5.15%

 

10,000

 

Annaly Capital Management, Inc.

114,300

2,000

 

Corrections Corporation of America

65,700

TOTAL FOR REAL ESTATE INVESTMENT TRUSTS (Cost $181,511) - 5.15%

        180,000

 

 

 

 

 

 

 

 

PUT OPTIONS - 0.27% *

 

 

 

 

Shares Subject

Underlying Security

 

to Put

 

Expiration Date/Exercise Price

 

 

 

 

 

 

 

Altria Group, Inc.

 

1,000

 

July 3, 2014 Put @ $40.50

10

 

 

 

 

 

 

Annaly Capital Management, Inc.

 

10,000

 

July 3, 2014 Put @ $11.50

1,400

 

 

 

 

 

 

Deer & Co.

 

1,500

 

July 19, 2014 Put @ $90.00

1,200


* Non-income producing securities during the period.

The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2014


Shares Subject

Underlying Security

 

to Put

 

Expiration Date/Exercise Price

Value

 

 

 

 

 

 

General Electric Co.

 

6,500

 

July 11, 2014 Put @ $26.50

$            1,950

 

 

 

 

 

 

International Business Machines, Inc.

 

700

 

August 16, 2014 Put @ $180.00

3,003

 

 

 

 

 

 

Potash Corp.

 

4,600

 

July 19, 2014 Put @ $35.00

184

 

 

 

 

 

 

Bristol Myers Squibb Co.

 

2,800

 

August 16, 2014 Put @ $47.00

1,540

 

 

 

 

 

 

Twitter, Inc.

 

3,000

 

July 19, 2014 Put @ $31.00

60

 

 

 

 

 

 

Williams Companies, Inc.

 

3,200

 

July 19, 2014 Put @ $47.00

-

 

 

 

 

 

 

Total (Premiums Paid $21,447) - 0.27%

9,347

Shares

 

 

 

 

 

SHORT TERM INVESTMENTS - 24.62%

 

860,579

 

Fidelity Government Fund Class-I 0.01% **

        860,579

 

 

 

 

TOTAL FOR SHORT TERM INVESTMENTS - (Cost $860,579) 24.62%

        860,579

 

 

 

 

TOTAL INVESTMENTS (Cost $2,796,082) - 78.41%

2,740,655

 

 

 

 

OTHER ASSETS LESS LIABILITIES - 21.59%

        754,272

 

 

 

 

NET ASSETS - 100.00%

$     3,494,927


** Variable rate security; the coupon rate shown represents the yield at June 30, 2014.

The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

SCHEDULE OF CALL OPTIONS WRITTEN

JUNE 30, 2014


CALL OPTIONS WRITTEN *

 

 

 

 

 

Underlying Security

Shares Subject

 

Expiration Date/Exercise Price

to Call

Value

 

 

 

Altria Group, Inc.

 

 

July 19, 2014 Call @ $43.00

2,000

$        360

 

 

 

Annaly Capital Management, Inc.

 

 

July 3, 2014 Call @ $12.00

10,000

100

 

 

 

Bristol Myers Squibb Co.

 

 

July 25, 2014 Call @ $49.00

3,500

2,065

 

 

 

Coach, Inc.

 

 

July 25, 2014 Call @ $36.00

700

210

 

 

 

Corrections Corp of America

 

 

September 20, 2014 Call @ $33.00

2,000

2,500

 

 

 

Cree, Inc.

 

 

July 11, 2014 Call @ $49.00

1,000

1,650

 

 

 

Deer & Co.

 

 

July 19, 2014 Call @ $92.50

1,800

558

 

 

 

Fluor Corp.

 

 

July 19, 2014 Call @ $77.50

500

490

 

 

 

International Business Machines, Inc.

 

 

July 25, 2014 Call @ $185.00

900

1,881

 

 

 

Icahn Enterprises L.P.

 

 

September 20, 2014 Call @ $110.00

200

310

 

 

 

Lululemon Athletica, Inc.

 

 

July 11, 2014 Call @ $39.50

500

730

 

 

 

Potash Corp.

 

 

July 11, 2014 Call @ $36.50

5,400

7,830

 

 

 

Potbelly Corp.

 

 

July 19, 2014 Call @ $17.50

800

160


* Non-income producing securities during the period.

The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

SCHEDULE OF CALL OPTIONS WRITTEN (CONTINUED)

JUNE 30, 2014


Underlying Security

Shares Subject

 

Expiration Date/Exercise Price

to Call

Value

 

 

 

RPX Corp.

 

 

August 16, 2014 Call @ $17.50

2,000

$       1,620

 

 

 

Sprouts Farmers Market, Inc.

 

 

July 19, 2014 Call @ $30.00

2,000

5,800

 

 

 

Synta Pharmaceuticals, Inc.

 

 

August 16, 2014 Call @ $4.50

1,000

300

 

 

 

Valley National Bank

 

 

September 20, 2014 Call @ $10.00

2,000

           800

 

 

 

Total (Premiums Received $17,635)

 

$    27,364



The accompanying notes are an integral part of these financial statements.





FRANK FUNDS

STATEMENT OF ASSETS AND LIABILITIES

JUNE 30, 2014


 

 

Value

Fund

 

Baldwin Fund

Assets:

 

 

 

 

       Investments in Securities, at Value

            (Cost $46,839,604 and $2,796,082, respectively)

$    51,524,921

 

$    2,740,655

       Cash Denominated in Foreign Currencies

            (Cost $3,299 and $0, respectively)

               3,299

 

-

       Cash

 

             17,580

 

-

       Receivables:

 

 

 

               Dividends and Interest

             11,909

 

           14,951

               Due from Adviser

-

 

                787

               Shareholder Subscriptions

             15,778

 

-

               Portfolio Securities Sold

-

 

         800,491

               Prepaid Expenses

-

 

                  16

                     Total Assets

      51,573,487

 

      3,556,900

Liabilities:

 

 

 

 

        Covered Call Options Written at Fair Market Value

 

 

 

               (premiums received $0 and $17,635)

                  -

 

27,364

       Payables:

 

 

 

 

              Advisory Fees

             41,402

 

-

              Administrative Fees

             10,455

 

                162

              Shareholder Redemptions

             13,513

 

-

              Portfolio Securities Purchased

                  -

 

           21,099

              Distribution Fees

             24,997

 

-

              Accrued Expenses

-

 

           13,348

                     Total Liabilities

             90,367

 

           61,973

 

 

 

 

 

Net Assets

 

$    51,483,120

 

$    3,494,927

 

 

 

 

 

Net Assets Consist of:

 

 

 

    Paid In Capital

$    45,243,351

 

$    4,105,494

    Undistributed Net Investment Income

                      -

 

           15,099

    Accumulated Realized Gain (Loss) on Investments

        1,554,391

 

       (560,510)

    Unrealized Appreciation (Depreciation) in Value of

            Investments and Foreign Currency

        4,685,378

 

         (65,156)

Net Assets, for 3,491,814 and 457,593 Shares Outstanding, respectively

$    51,483,120

 

$    3,494,927

 

 

 

 

 

Net Asset Value Per Share

 

 

$             7.64

 

 

 

 

 

Redemption Price Per Share ($7.64 x 0.98) *

 

 

 

$             7.49


* The Funds will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

The accompanying notes are an integral part of these financial statements.





FRANK FUNDS

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

JUNE 30, 2014


 

 

Value

Fund

 

 

 

Investor Class:

 

 

 

 

Net Assets

 

$    24,572,128

 

 

 

Shares outstanding

  (unlimited number of shares authorized with no par value)

        1,665,227

 

 

 

Net Asset Value

$             14.76

 

 

 

Redemption Price Per Share ($14.76 x 0.98) *

$             14.46

 

 

 

Class C:

 

 

 

 

 

Net Assets

 

$      3,280,776

 

 

 

Shares outstanding

  (unlimited number of shares authorized with no par value)

           228,977

 

 

 

Net Asset Value

$             14.33

 

 

 

Redemption Price Per Share ($14.33 x 0.98) *

$             14.04

 

 

 

Institutional Class:

 

 

 

 

Net Assets

 

$    23,630,216

 

 

 

Shares outstanding

  (unlimited number of shares authorized with no par value)

        1,597,784

 

 

 

Net Asset Value

$             14.79

 

 

 

Redemption Price Per Share ($14.79 x 0.98) *

$             14.49


* The Funds will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

The accompanying notes are an integral part of these financial statements.





FRANK FUNDS

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2014


 

 

Value

Fund

Baldwin Fund

Investment Income:

 

 

       Dividends (a)

$         368,962

$      124,833

       Interest

 

               6,023

                 37

            Total Investment Income

           374,985

        124,870

 

 

 

 

Expenses:

 

 

 

       Advisory Fees

           396,933

          15,829

       Administration Fees

           100,235

          60,000

       Transfer Agent Fees

 -

          12,144

       Audit Fees

 -

            8,060

       Distribution Fees (Class C - $24,621 and Investor Class - $49,887)

             74,508

          35,175

       Legal Fees

 -

               301

       Custody Fees

 -

          14,254

       Printing and Mailing Expense

 -

                 47

       Registration Fees

                      -

               722

            Total Expenses

           571,676

        146,532

                 Fees Waived and Reimbursed by the Advisor

                      -

        (84,975)

            Net Expenses

           571,676

          61,557

 

 

 

 

Net Investment Income (Loss)

        (196,691)

          63,313

 

 

 

 

Realized and Unrealized Gain (Loss) on:

 

 

   Realized Gain (Loss) on Investments

        4,230,943

      (151,886)

   Realized Gain (Loss) on Options

          (17,875)

            8,126

   Realized Gain on Foreign Currency Transactions

                    76

                    -

          Realized Gain (Loss) on Investments, Options and

                Foreign Currency Transactions

        4,213,144

      (143,760)

 

 

 

 

   Net Change in Unrealized Appreciation (Depreciation) on:

 

 

       Investments

        1,131,700

        221,925

       Options

 

                 (36)

          11,343

       Foreign Currency Transactions

                 (19)

                    -

           Change in Unrealized Appreciation on Investments,

                  Options and Foreign Currency Transactions

        1,131,645

        233,268

 

 

 

 

Realized and Unrealized Gain on Investments, Options and

       Foreign Currency Transactions

        5,344,789

          89,508

 

 

 

 

Net Increase in Net Assets Resulting from Operations

$      5,148,098

$      152,821


(a) net of foreign withholding taxes of $1,976 - Baldwin Fund

The accompanying notes are an integral part of these financial statements.





VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS


 

 

     Years Ended

 

 

6/30/2014

6/30/2013

Increase (Decrease) in Net Assets From Operations:

 

 

    Net Investment Gain (Loss)

$  (196,691)

$       19,632

    Net Realized Gain on Investments, Options, and Foreign  

          Currency Transactions

   4,213,144

    1,274,465

    Unrealized Appreciation on Investments, Options, and Foreign

          Currency Transactions

   1,131,645

    2,032,613

    Net Increase in Net Assets Resulting from Operations

   5,148,098

    3,326,710

 

 

 

 

Distributions to Shareholders:

 

 

    Net Investment Income

       (5,591)

      (13,326)

    Realized Gains

(2,848,696)

 (1,167,161)

    Total Distributions Paid to Shareholders

(2,854,287)

 (1,180,487)

 

 

 

 

Capital Share Transactions

 30,828,442

    3,472,665

 

 

 

 

Total Increase in Net Assets

 33,122,253

    5,618,888

 

 

 

 

Net Assets:

 

 

 

Beginning of Period

 18,360,867

  12,741,979

 

 

 

 

End of Period (Including Undistributed Net Investment Income

 

 

   of $0 and $5,508, respectively)

$51,483,120

$18,360,867



The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

STATEMENT OF CHANGES IN NET ASSETS


 

 

      Years Ended

 

 

6/30/2014

6/30/2013

Increase (Decrease) in Net Assets From Operations:

 

 

    Net Investment Income

$        63,313

$       62,147

    Net Realized Loss on Investments and Options

      (143,760)

    (263,079)

    Unrealized Appreciation on Investments and Options

        233,268

         93,048

    Net Increase (Decrease) in Net Assets Resulting from Operations

        152,821

    (107,884)

 

 

 

 

Distributions to Shareholders:

 

 

    Net Investment Income

        (61,376)

      (48,985)

    Realized Gains

                    -

                  -

    Total Distributions Paid to Shareholders

        (61,376)

      (48,985)

 

 

 

 

Capital Share Transactions

      (131,910)

    (114,718)

 

 

 

 

Total Decrease in Net Assets

        (40,465)

    (271,587)

 

 

 

 

Net Assets:

 

 

 

Beginning of Period

     3,535,392

    3,806,979

 

 

 

 

End of Period (Including Undistributed Net Investment Income of

       $15,099 and $8,408, respectively)

$   3,494,927

$  3,535,392


The accompanying notes are an integral part of these financial statements.





VALUE FUND - INSTITUTIONAL CLASS

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.


 

 

 

 

 

Period

 

 

Years Ended

Ended***

 

 

6/30/2014

6/30/2013

6/30/2012

6/30/2011

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$      13.38

$     11.70

$     11.58

$       10.09

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

  Net Investment Income (Loss) *

       (0.05)

         0.05

         0.03

           0.02

  Net Gain on Securities

         (Realized and Unrealized)

          2.42

         2.60

         0.22

           1.50

     Total from Investment Operations

          2.37

         2.65

         0.25

           1.52

 

 

 

 

 

 

Distributions:

 

 

 

 

 

  Net Investment Income

-

      (0.03)

      (0.02)

        (0.03)

  Realized Gains

       (0.96)

      (0.94)

      (0.11)

                -

     Total from Distributions

       (0.96)

      (0.97)

      (0.13)

        (0.03)

 

 

 

 

 

 

Redemption Fees ****

               -

              -

              -

                -

 

 

 

 

 

 

Net Asset Value, at End of Period

$      14.79

$     13.38

$     11.70

$       11.58

 

 

 

 

 

 

Total Return **

17.83%

24.40%

2.28%

15.07% (b)

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

  Net Assets at End of Period (Thousands)

$    23,630

$     4,893

$     2,132

$          329

  Ratio of Expenses to Average Net Assets

1.23%

1.23%

1.23%

1.22% (a)

  Ratio of Net Investment Income (Loss) to

        Average Net Assets

    (0.31)%

0.42%

0.22%

0.26% (a)

  Portfolio Turnover

81.29%

73.76%

43.48%

52.38% (b)


* Per share net investment income (loss) has been determined on the basis of average shares outstanding during the period.

** Assumes reinvestment of dividends.

*** For the Period November 3, 2010 (commencement of investment operations) through June 30, 2011.

**** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

(a) Annualized

(b) Not Annualized

The accompanying notes are an integral part of these financial statements.





VALUE FUND - CLASS C

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.


 

 

 

 

 

Period

 

 

Years Ended

Ended ***

 

 

6/30/2014

6/30/2013

6/30/2012

6/30/2011

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$     13.11

$     11.57

$       11.52

$          9.32

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

  Net Investment Loss *

      (0.18)

      (0.07)

         (0.09)

         (0.07)

  Net Gain on Securities

          (Realized and Unrealized)

         2.36

         2.54

           0.24

            2.27

     Total from Investment Operations

         2.18

         2.47

           0.15

            2.20

 

 

 

 

 

 

Distributions:

 

 

 

 

 

  Net Investment Income

              -

              -

                 -

             - (a)

  Realized Gains

      (0.96)

      (0.93)

         (0.11)

                 -

     Total from Distributions

      (0.96)

      (0.93)

         (0.11)

                 -

 

 

 

 

 

 

Redemption Fees ****

              -

              -

                 -

                 -

 

 

 

 

 

 

Net Asset Value, at End of Period

$     14.33

$     13.11

$       11.57

$        11.52

 

 

 

 

 

 

Total Return **

16.69%

23.06%

1.50%

23.66% (c)

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

  Net Assets at End of Period (Thousands)

$     3,281

$     1,458

$       1,908

$        3,102

  Ratio of Expenses to Average Net Assets

2.24%

2.24%

2.24%

2.22% (b)

  Ratio of Net Investment Loss to

       Average Net Assets

   (1.30)%

   (0.62)%

     (0.77)%

 (0.80)% (b)

  Portfolio Turnover

81.29%

73.76%

43.48%

52.38% (c)


* Per share net investment income (loss) has been determined on the basis of average shares outstanding during the period.

** Assumes reinvestment of dividends.

*** For the Period September 23, 2010 (commencement of investment operations) through June 30, 2011.

**** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

(a) Amount calculated is less than $0.005

(b) Annualized

(c) Not Annualized

The accompanying notes are an integral part of these financial statements.





VALUE FUND - INVESTOR CLASS

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.


 

 

Years Ended

 

 

6/30/

2014

6/30/

2013

6/30/

2012

6/30/

2011

6/30/

2010

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$  13.38

$ 11.71

$  11.59

$    8.40

$     7.40

 

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

 

  Net Investment Income (Loss) *

   (0.08)

     0.02

 0.00 (a)

   (0.01)

    (0.06)

  Net Gain on Securities

         (Realized and Unrealized)

      2.42

     2.59

      0.23

      3.20

       1.06

     Total from Investment Operations

      2.34

     2.61

      0.23

      3.19

       1.00

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

  Net Investment Income

-

  (0.01)

-

-

-

  Realized Gains

   (0.96)

  (0.93)

   (0.11)

            -

            -

     Total from Distributions

   (0.96)

   (0.94)

   (0.11)

-

-

 

 

 

 

 

 

 

Redemption Fees ***

       - (a)

          -

           -

            -

            -

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$  14.76

$ 13.38

$  11.71

$  11.59

$     8.40

 

 

 

 

 

 

 

Total Return **

17.60%

24.00%

2.10%

37.98%

13.51%

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$24,572

$12,010

$  8,703

$  9,008

$   4,307

  Ratio of Expenses to Average Net Assets

1.49%

1.49%

1.49%

1.49%

1.50%

  Ratio of Net Investment Income

        (Loss) to Average Net Assets

(0.54)%

0.17%

(0.02)%

(0.07)%

 (0.68)%

  Portfolio Turnover

81.29%

73.76%

43.48%

52.38%

58.68%


* Per share net investment income (loss) has been determined on the basis of average shares outstanding during the period.

** Assumes reinvestment of dividends.

*** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

(a)  Amount calculated is less that $0.005

The accompanying notes are an integral part of these financial statements.





BALDWIN FUND

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.


 

 

Years Ended

 

 

6/30/

2014

6/30/

2013

6/30/

2012

6/30/

2011

6/30/

2010

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$     7.44

$     7.78

$     8.48

$     8.53

$       8.94

 

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

 

  Net Investment Income *

       0.14

       0.13

       0.06

       0.15

         0.20

  Net Gain (Loss) on Securities

         (Realized and Unrealized)

       0.19

    (0.37)

    (0.57)

       0.44

      (0.11)

     Total from Investment Operations

       0.33

    (0.24)

    (0.51)

       0.59

         0.09

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

  Net Investment Income

    (0.13)

    (0.10)

    (0.09)

    (0.12)

      (0.20)

  Realized Gains

             -

             -

    (0.10)

    (0.52)

      (0.30)

     Total from Distributions

    (0.13)

    (0.10)

    (0.19)

    (0.64)

      (0.50)

 

 

 

 

 

 

 

Redemption Fees ***

             -

             -

             -

             -

              -

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$     7.64

$     7.44

$     7.78

$     8.48

$       8.53

 

 

 

 

 

 

 

Total Return **

    4.51%

 (3.07)%

 (6.08)%

    7.10%

     0.82%

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$   3,495

$   3,535

$   3,807

$   4,038

$     3,324

Before Reimbursement:

 

 

 

 

 

  Ratio of Expenses to Average Net Assets

4.17%

4.27%

4.23%

4.47%

5.94%

  Ratio of Net Investment Loss to

       Average Net Assets

 (0.62)%

 (0.85)%

 (1.76)%

 (0.99)%

   (1.94)%

After Reimbursement:

 

 

 

 

 

  Ratio of Expenses to Average Net Assets

1.75%

1.75%

1.75%

1.75%

1.75%

  Ratio of Net Investment Income to

       Average Net Assets

1.80%

1.67%

0.72%

1.73%

2.25%

  Portfolio Turnover

650.16%

463.44%

684.25%

759.21%

417.96%


* Per share net investment income has been determined on the basis of average shares outstanding during the period.

** Assumes reinvestment of dividends.

*** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

The accompanying notes are an integral part of these financial statements.





FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014


Note 1. Organization

Frank Funds (the “Trust”), is an open-end regulated investment company that was organized as an Ohio business trust on February 12, 2004. The Trust is permitted to issue an unlimited number of shares of beneficial interest of separate series, each series representing a distinct fund with its own investment objective and policies.  At present, there are two series authorized by the Trust, the Frank Value Fund (the “Value Fund”) and the Leigh Baldwin Total Return Fund (the “Baldwin Fund”) (each a “Fund” and collectively the “Funds”).  Frank Capital Partners LLC (“FCP” or “Frank Capital”) is the adviser to the Value Fund and Leigh Baldwin & Co., LLC (“LBC”) is the adviser to the Baldwin Fund.  The Value Fund’s investment objective is to provide long-term capital appreciation. The Value Fund’s principal investment strategy is value investing.  The Value Fund commenced operations on July 21, 2004.  The Baldwin Fund’s investment objective is to provide total return.  The Baldwin Fund seeks to achieve its investment objective by purchasing equity securities (including common stock, shares of other investment companies and exchange traded funds) and selling covered calls to generate income to the Baldwin Fund.  The Baldwin Fund also utilizes put options in conjunction with the covered calls to limit the risk of ownership of the underlying equity securities.  The Baldwin Fund commenced operations on August 1, 2008.


The Value Fund currently has 3 classes of shares; Investor Class shares, Class C shares, and Institutional Class shares.  The share classes vary in distribution (12b-1) fee accruals.


Note 2. Summary of Significant Accounting Policies

The following is a summary of the significant accounting policies followed by the Funds in the preparation of its financial statements.  These policies are in conformity with accounting principles generally accepted in the United States of America.


Security Valuation - All investments in securities are recorded at their estimated fair value, as described in Note 3.


Share Valuation - The price (net asset value) of the shares of each Fund is normally determined as of 4:00 p.m., Eastern time on each day the Funds are open for business and on any other day on which there is sufficient trading in the Funds’ securities to materially affect the net asset value. The Funds are normally open for business on every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.


Redemption Fee - To discourage short-term trades by investors, the Funds will impose a redemption fee of 2.00% of the total redemption amount (calculated at market value) if shares are redeemed within five business days of purchase. There was $73 collected for the Value Fund during the year ended June 30, 2014.


Security Transaction Timing - Security transactions are recorded on the dates transactions are entered into (the trade dates).  Dividend income and distributions to shareholders are




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recognized on the ex-dividend date.  Interest income is recognized on an accrual basis.  The Funds use the identified cost basis in computing gain or loss on sale of investment securities.  Discounts and premiums on securities purchased are amortized over the life of the respective securities.  Withholding taxes on foreign dividends are provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.


Income Taxes - The Funds intend to continue to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying, the Funds will not be subject to federal income taxes to the extent that they distribute substantially all of their net investment income and any realized capital gains. It is the Funds’ policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Service.  This Internal Revenue Service requirement may cause an excess of distributions over the book year-end accumulated income.


In addition, GAAP requires management of the Funds to analyze all open tax years, fiscal years 2011-2013, as defined by IRS statue of limitations for all major industries, including federal tax authorities and certain tax authorities.  As of and during the year ended June 30, 2014, the Funds did not have a liability for any unrecognized tax benefits.  The Funds have no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total tax amounts of unrecognized tax benefits will significantly change in the next twelve months.  


Distributions to Shareholders - The Funds intend to distribute to their shareholders substantially all of their net realized capital gains and net investment income, if any, at year-end. Distributions will be recorded on ex-dividend date.


Foreign Currency - Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate in effect on the respective dates of such transactions.


Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.


Option Writing - The Funds may invest in put and call options.  When a fund writes an option, an amount equal to the premium received by the fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written.  Premiums received from writing options that expire unexercised are treated by the Funds on the




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expiration date as realized gains.  The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss.  If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining if the fund has a realized gain or loss.  If a put option is exercised, the premium reduces the cost basis of the securities purchased by the fund.  The Fund(s) as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.


Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period.  Actual results could differ from those estimates.  


Subsequent events: Management has evaluated the impact of all subsequent events on the Funds through the issuance date of these financial statements and has noted no such events requiring disclosure.


Note 3. Fair Value of Investments


Processes and Structure

The Funds' Board of Trustees has adopted guidelines for valuing securities including in circumstances in which market quotes are not readily available and has delegated to the Adviser the responsibility for determining fair value prices, subject to review by the Board of Trustees.


In accordance with the Trust’s good faith pricing guidelines, the adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above.  No single standard for determining fair value exists since fair value depends upon the circumstances of each individual case.  As a general principle, the current fair value of an issue of securities being valued by the adviser would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale.  Methods which are in accord with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.


Hierarchy of Fair Value Inputs

The Funds utilize various methods to measure the fair value of most of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:




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·

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the company has the ability to access.


·

Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.


·

Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the company's own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.


The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.


The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.


Fair Value Measurements

A description of the valuation techniques applied to the company's major categories of assets and liabilities measured at fair value on a recurring basis follows.


Equity securities (common and preferred stock). Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, Exchange Traded Funds, and the movement of the certain indexes of securities based on a statistical analysis of the historical relationship and that are categorized in level 2. Preferred stock and other equities traded on inactive markets or valued by reference to similar instruments are also categorized in level 2.


Derivative Instruments (equity options) – Listed derivatives that are actively traded, and valuations adjustments are not applied, are valued based on quoted prices from the exchange and categorized in level 1 of the fair value hierarchy.




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The following tables summarize the inputs used to value each Fund’s assets and liabilities measured at fair value as of June 30, 2014:


Value Fund

 

 

 

 

Financial Instruments - Assets

Level 1

Level 2

Level 3

Total

 

 

 

 

 

    Common Stocks

$38,668,896

-

-

$38,668,896

    Put Options

              987

-

-

              987

    Short-Term Investments

    12,855,038

-

-

     12,855,038

                                  Total

$51,524,921

-

-

$51,524,921


Baldwin Fund

 

 

 

 

Financial Instruments - Assets

Level 1

Level 2

Level 3

Total

   

 

 

 

 

    Common Stocks

 $1,445,529

-

-

$1,445,529

    Exchange Traded Funds

    245,200

-

-

    245,200

    Real Estate Investment Trusts

    180,000

-

-

    180,000

    Put Options

     9,347

-

-

     9,347

    Short-Term Investments

   860,579

-

-

   860,579

Total

 $2,740,655

-

-

$2,740,655

 

 

 

 

 

Securities Sold Short - Liabilities

Level 1

Level 2

Level 3

Total

    

 

 

 

 

    Call Options

 $   27,364

-

-

 $   27,364

Total

 $   27,364

-

-

 $   27,364


The Funds did not hold any Level 3 assets during the year ended June 30, 2014. There were no significant transfers into or out of Level 1 or Level 2 during the period. It is the Funds policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.


Note 4. Investment Management and Administrative Agreements


Value Fund

The Trust has a Management Agreement with Frank Capital, with respect to the Value Fund. Under the terms of the Management Agreement, Frank Capital manages the investment portfolio of the Value Fund, subject to policies adopted by the Trust’s Board of Trustees. Under the Management Agreement, Frank Capital, at its own expense and without reimbursement from the Trust, furnishes office space and all necessary office facilities, and pays fees and expenses incurred by the Value Fund, including but not limited to, legal, auditing, accounting, and expenses of the custodian, along with equipment and executive personnel necessary for managing the assets of the Value Fund. Frank Capital also pays the salaries and fees of all its officers and employees that serve as




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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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officers and trustees of the Trust.  Frank Capital pays all ordinary operating expenses of the Value Fund except brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), acquired fund fees and expenses, and extraordinary expenses. For its services and the payment of Value Fund ordinary operating expenses, Frank Capital receives an annual investment management fee of 0.99% of the average daily net assets of the Value Fund.  For the year ended June 30, 2014, Frank Capital earned management fees of $396,933 from the Value Fund.  As of June 30, 2014, the Value Fund owed Frank Capital $41,402 for management fees.


FCP also provides administrative services to the Value Fund under an Administration Agreement and receives a fee equal to 0.25% of the Value Fund’s average daily net assets for those services.  Under the Administration Agreement, FCP pays all of the operating expenses of the Value Fund except management fees, Rule 12b-1 fees, brokerage, taxes, borrowing costs (such as interest and dividend expense of securities sold short), and extraordinary expenses.  For the year ended June 30, 2014 the Value Fund accrued $100,235 in administrative fees.  At June 30, 2014, the Value Fund owed $10,455 in administrative fees.  


Baldwin Fund

The Trust has a Management Agreement with LBC with respect to the Baldwin Fund.  Under the terms of the Management Agreement, LBC manages the investment portfolio of the Baldwin Fund, subject to policies adopted by the Trust's Board of Trustees.  Under the terms of the Management Agreement LBC pays all of the expenses of the Baldwin Fund except administrative fees, 12b-1 fees, brokerage fees and commissions, taxes, borrowing costs (such as interest and dividend expense of securities sold short) acquired fund fees and expenses and extraordinary expenses. As compensation for its management services, the Baldwin Fund is obligated to pay LBC a fee computed and accrued daily and paid monthly at an annual rate of 0.45% of the average daily net assets of the Baldwin Fund. For the year ended June 30, 2014, LBC earned a fee of $15,829 from the Baldwin Fund.


LBC has contractually agreed to defer its fees and to reimburse expenses, exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, underlying fund fees, 12b-1 fees and expenses or extraordinary expenses such as litigation, at least until October 31, 2019,  so that the total annual operating expenses will not exceed 1.75%, subject to possible recoupment from the Baldwin Fund in future years on a rolling three year basis (within the three years after the fees have been deferred  or reimbursed) if such recoupment can be achieved within the foregoing expense limits.  LBC reimbursed the Baldwin Fund $84,975 for expenses during the year ended June 30, 2014.  At June 30, 2014, the amount subject to future recoupment is as follows:


Fiscal Year Ended  Recoverable Through  Amount

            June 30, 2012

                      June 30, 2015

                  $  97,004

            June 30, 2013                            June 30, 2016

                  $  93,594

            June 30, 2014                            June 30, 2017

                  $  84,975




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Note 5. Related Party Transactions

Brian J. Frank and Monique Weiss are the control persons of Frank Capital.  Brian Frank also serves as a trustee of the Trust, and both Mr. Frank and Ms. Weiss serve as officers of the Trust. Mr. Frank and Ms. Weiss receive benefits from Frank Capital resulting from management fees paid to Frank Capital by the Value Fund.


The Baldwin Fund pays LBC brokerage commissions for executing securities transactions, which are separate from, and in addition to, the fees paid by the Baldwin Fund to LBC for advisory services.  For the year ended June 30, 2014, LBC was paid $44,444 in brokerage commissions.  Frank Capital receives administration fees from the Baldwin Fund of $5,000 per month.  Administrative fees paid to Frank Capital for the year ended June 30, 2014, were $60,000.  At June 30, 2014, the Baldwin Fund owed $162 in administrative fees to Frank Capital.  LBC acts as the distributor of the Baldwin Fund.  At June 30, 2014, the Adviser owed the Fund $787.    


Note 6. Capital Share Transactions

The Trust is authorized to issue an unlimited number of shares of separate series.  The total paid-in capital as of June 30, 2014, was $45,243,351 and $4,105,494 for the Value Fund and the Baldwin Fund, respectively.  Transactions in capital were as follows:


Value Fund – Investor Class

July 1, 2013 through

June 30, 2014

July 1, 2012 through

June 30, 2013

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

1,244,216

$18,126,927

311,574

$3,798,367

Shares reinvested

71,633

1,040,833

60,882

671,521

Redemption Fees

-

73

-

-

Shares redeemed

   (548,070)

   (8,037,537)

   (218,406)

   (2,582,751)

    Net Increase

      767,779

  $11,130,150

      154,050

    $1,887,137


Value Fund – Class C

July 1, 2013 through

June 30, 2014

July 1, 2012 through

June 30, 2013

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

163,003

$  2,291,685

84,802

$   1,001,503

Shares reinvested

9,523

134,937

14,043

152,368

Shares redeemed

 (54,752)

 (809,132)

 (152,557)

  (1,765,620)

    Net Increase (Decrease)

    117,774

$  1,617,490

    (53,712)

$   (611,749)


Value Fund – Institutional Class

July 1, 2013 through

June 30, 2014

July 1, 2012 through

June 30, 2013

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

1,396,859

$  20,470,500

262,775

$   3,127,261

Shares reinvested

89,521

1,302,531    

18,734

206,266    

Shares redeemed

  (254,366)

   (3,692,229)

  (97,986)

  (1,136,250)

    Net Increase

  1,232,014   

$  18,080,802

   183,523

$   2,197,277





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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2014


Baldwin Fund

July 1, 2013 through

June 30, 2014

July 1, 2012 through

June 30, 2013

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

23,765

$    179,363

7,259

$         56,337

Shares reinvested

6,783

    51,450

5,455

    41,416

Shares redeemed

  (47,913)

  (362,723)

   (27,385)

      (212,471)

    Net Decrease

  (17,365)

$ (131,910)

   (14,671)

$    (114,718)


Note 7. Options


Value Fund


As of June 30, 2014, the Value Fund held put options valued at $987.


Transactions in put options purchased during the year ended June 30, 2014, were as follows:


 

Number of

Contracts

 

Premiums

Paid

Options outstanding at June 30, 2013

10,000

 

$              409

Options purchased

1,360,000

 

18,497

Options expired

(1,270,000)

 

(17,876)

Options terminated

                   -

 

                    -

Options outstanding at June 30, 2014  

        100,000

 

$          1,030


The location on the statement of assets and liabilities of the Value Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:


 

Liability

Derivatives

 

Asset

Derivatives

Call options written

$        -

Investments in Securities

$987


Realized and unrealized gains and losses on derivatives contracts entered into during the year ended June 30, 2014, by the Value Fund are recorded in the following locations in the Statement of Operations:


 

                         Realized

                                                 Unrealized

 

Location

Gain/(Loss)

Location

Gain/(Loss)

Call options

Written and

Purchased

Realized Gain

(Loss) on Options

$    (17,875)

Change in Unrealized

Appreciation/(Depreciation)

on Options

$(36)





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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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Baldwin Fund


As of June 30, 2014, the Baldwin Fund had outstanding written call options valued at $27,364.


Transactions in written call options during the year ended June 30, 2014, were as follows:


 

Number of

 

Premiums

 

Contracts

 

Received

Options outstanding at June 30, 2013

  933

 

$        106,936

Options written

 8,651

 

609,521

Options exercised

(3,518)

 

(294,026)

Options expired

 (4,546)

 

(293,732)

Options terminated in closing purchase transaction

          (1,157)

 

      (111,064)

Options outstanding at June 30, 2014

                363

 

$         17,635


As of June 30, 2014, the Baldwin Fund held put options valued at $9,347.


Transactions in call and put options purchased during the year ended June 30, 2014, were as follows:

 

Number of

 

Premiums

 

Contracts

 

Paid

Options outstanding at June 30, 2013

 877

 

$    128,246

Options purchased

     3,694

 

453,331

Options exercised

        (250)

 

 (57,544)

Options expired

       (1,870)

 

 (185,631)

Options terminated

         (2,118)

 

   (316,955)

Options outstanding at June 30, 2014  

               333

 

$      21,447


The location on the statement of assets and liabilities of the Baldwin Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:


 

Liability

Derivatives

 

Asset

Derivatives

Call options written

$27,364

Investments in Securities

$9,347


Realized and unrealized gains and losses on derivatives contracts entered into during the year ended June 30, 2014, by the Baldwin Fund are recorded in the following locations in the Statement of Operations:


 

                    Realized

                                                 Unrealized

 

Location

Gain/(Loss)

Location

Gain/(Loss)

Call options

Written and

Purchased

Realized Gain

(Loss) on Options

$8,126

Change in Unrealized

Appreciation/(Depreciation)

on Options

$11,343





FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2014


The selling of written call options may tend to reduce the volatility of the Funds because the premiums received from selling the options will reduce any losses on the underlying securities, but only by the amount of the premiums. However, selling the options may also limit the Funds’ gain on the underlying securities.  Written call options expose the Funds to minimal counterparty risk since they are exchange-traded and the exchange’s clearing house guarantees the options against default.


The Funds engage in option transactions involving individual securities and stock indexes. An option involves either: (a) the right or the obligation to buy or sell a specific instrument at a specific price until the expiration date of the option; or (b) the right to receive payments or the obligation to make payments representing the difference between the closing price of a stock index and the exercise price of the option expressed in dollars times a specified multiple until the expiration date of the option. The Funds may purchase and write options. Options are sold (written) on securities and stock indexes. The purchaser of an option on a security pays the seller (the writer) a premium for the right granted but is not obligated to buy or sell the underlying security. The purchaser of an option on a stock index pays the seller a premium for the right granted, and in return the seller of such an option is obligated to make the payment. A writer of an option may terminate the obligation prior to expiration of the option by making an offsetting purchase of an identical option. Options are traded on organized exchanges and in the over-the-counter market. To cover the potential obligations involved in writing options, a Fund will either: (a) own the underlying security, or in the case of an option on a market index, will hold a portfolio of stocks substantially replicating the movement of the index; or (b) the Fund will segregate with the custodian high grade liquid assets sufficient to purchase the underlying security or equal to the market value of the stock index option, marked to market daily.


The purchase of options limits a Fund's potential loss to the amount of the premium paid and can afford the Fund the opportunity to profit from favorable movements in the price of an underlying security to a greater extent than if transactions were effected in the security directly. However, the purchase of an option could result in the Fund losing a greater percentage of its investment than if the transaction were effected directly. When a Fund writes a call option, it will receive a premium, but it will give up the opportunity to profit from a price increase in the underlying security above the exercise price as long as its obligation as a writer continues, and it will retain the risk of loss should the price of the security decline. When a Fund writes a put option, it will assume the risk that the price of the underlying security or instrument will fall below the exercise price, in which case a Fund may be required to purchase the security or instrument at a higher price than the market price of the security or instrument. In addition, there can be no assurance that the Fund can affect a closing transaction on a particular option it has written. Further, the total premium paid for any option may be lost if a Fund does not exercise the option.


The Funds engage in option transactions involving securities and stock indices in order to gain exposure to particular securities or markets, in connection with hedging transactions, or to try to enhance returns. Options require additional skills and techniques beyond normal portfolio management. The Funds’ use of options involves risk that such instruments may not work as intended due to unanticipated developments, especially in




FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2014


 abnormal market conditions, or if the Adviser makes an error in judgment, or other causes. The use of options may magnify the increase or decrease in the performance of the Funds, and may also subject the Funds to higher price volatility.


The premiums paid for the options represent the cost of the investment and the options are valued daily at their closing price. The Funds recognize a realized gain or loss when the option is sold or expired. Option holdings within the Funds, which may include put options and call options, are subject to loss of value with the passage of time, and may experience a total loss of value upon expiration. With options, there is minimal counterparty risk to the Funds since they are exchange traded.


Note 8. Investment Transactions

For the year ended June 30, 2014, purchases and sales of investment securities other than U.S. Government obligations and short-term investments for the Value Fund aggregated $42,750,765 and $27,007,143, respectively.  Purchases and sales of options for the Value Fund aggregated $18,497 and $0, respectively.


For the year ended June 30, 2014, purchases and sales of investment securities other than U.S. Government obligations, short-term investments and for the Baldwin Fund aggregated $19,952,167 and $21,456,272, respectively.  Purchases and sales of options for the Baldwin Fund aggregated $853,939 and $879,559, respectively.   


Note 9. Tax Matters

As of June 30, 2014, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities for each of the Funds were as follows:


Value

Fund

Baldwin Fund

 

 

 

Undistributed ordinary income

$                  -

$         15,099

 

 

 

Undistributed realized capital gain (loss)

  $  1,689,547

$                   -

 

 

 

Short-term capital loss carryforward no expiration +

$                  -

$    (314,635)

Long-term capital loss carryforward no expiration +

                   -

        (13,709)

       Total

$                  -

$    (328,344)

 

 

 

Post-October capital loss deferrals realized between 11/1/2013 and 6/30/2014 *

$                  -

$       230,151

 

 

 

Gross unrealized appreciation on investment securities

$   5,528,098

$         43,299

Gross unrealized depreciation on investment securities

     (978,039)

      (110,471)

Net unrealized depreciation on investment securities

$   4,550,059

$      (67,172)

 

 

 

Cost of investment securities, including Short Term investments **

$ 46,973,831

$    2,776,651


*These deferrals are considered incurred in the subsequent year.

** The difference between book and tax cost represents disallowed wash sales for tax purposes.

+ The capital loss carryforward will be used to offset any capital gains realized by the Baldwin Fund in future years through the expiration date.  The Baldwin Fund will not make distributions from capital gains while a capital loss carry forward remains.





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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2014


The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Fund. In general, some provisions of the Act, not including the changes to capital loss carryforwards, are effective for the Fund’s fiscal year ending June 30, 2011. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of the Fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.


The Funds paid the following distributions for the years ended June 30, 2014 and June 30, 2013 were as follows:


Value Fund

 

 

 

 

Periods Ended

 

$ Amount

 

Tax Character

 

 

Institutional Class

 

 

6/30/2014

 

$          571,129

 

Short-term capital gain

6/30/2014

 

$          846,260

 

Long-term capital gain

6/30/2014

 

$              3,006

 

Ordinary income

6/30/2013

 

$              7,779

 

Ordinary income

6/30/2013

 

$          218,801

 

Long-term capital gain

 

 

 

 

 

 

 

Class C

 

 

6/30/2014

 

$            54,844

 

Short-term capital gain

6/30/2014

 

$            81,264

 

Long-term capital gain

6/30/2013

 

$          175,344

 

Long-term capital gain

 

 

 

 

 

 

 

Investor Class

 

 

6/30/2014

 

$          521,894

 

Short-term capital gain

6/30/2014

 

$          773,307

 

Long-term capital gain

6/30/2014

 

$              2,585

 

Ordinary income

6/30/2013

 

$              5,547

 

Ordinary income

6/30/2013

 

$          773,016

 

Long-term capital gain

 

 

 

 

 

Baldwin Fund

 

 

 

 

Periods Ended

 

$ Amount

 

Tax Character

6/30/2014

 

$            61,376

 

Ordinary income

6/30/2013

 

$            48,985

 

Ordinary income





FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2014


For the fiscal year ended June 30, 2014, the tax character of the distributions paid were as follows:


 

       Value Fund

Baldwin Fund

Distributions paid from:

 

 

     Ordinary Income

$       5,591

$61,376

     Realized Gains

$2,848,696

$          -

          Total Distributions Paid

$2,854,287

$61,376


Permanent book and tax differences relating to shareholder distributions may result in reclassifications to paid in capital and may affect the per-share allocation between net investment income and realized and unrealized gain/loss.  Undistributed net investment income and accumulated undistributed net realized gain/loss on investment transactions may include temporary book and tax differences which reverse in subsequent periods.  Any taxable income or gain remaining at fiscal year end is distributed in the following year.


Note 10. Control and Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940, as amended.  As of June 30, 2014, NFS, LLC owned approximately 88.18% of the Baldwin Fund, for the benefit of others, and may be deemed to control the Baldwin Fund.  As of June 30, 2014, NFS, LLC owned approximately 75.30% of the Value Fund, for the benefit of others, and may be deemed to control the Value Fund.


Note 11. Distribution and Service Fees

The Value Fund has adopted plans under Rule 12b-1 that allow the Value Fund to pay distribution fees for the sale and distribution of its Investor Class and Class C shares as well as shareholder services. Investor Class and Class C shareholders of the Fund may pay annual 12b-1 expenses of up to 0.25% and 1.00%, respectively.  For the year ended June 30, 2014, the Investor Class accrued $49,887 in distribution fees and Class C accrued $24,621 in distribution fees.  At June 30, 2014, the Value Fund owed $24,997 in distribution fees.


The Baldwin Fund has adopted a plan under Rule 12b-1 of the 1940 Act that allows the Baldwin Fund to pay distribution and service fees annually for the sale and distribution of shares and servicing of shareholders (“12b-1 fees”). The Fund pays distribution fees of 0.75% of the Fund’s average daily net assets to Leigh Baldwin, as the Fund’s distributor.  For the year ended June 30, 2014, the Baldwin Fund accrued $35,175 in 12b-1 fees.


Note 12. New Accounting Pronouncements

In June 2013, the FASB issued ASU 2013-08, Financial Services Investment Companies, which updates the scope, measurement, and disclosure requirements for U.S. GAAP including identifying characteristics of an investment company, measurement of ownership in other investment companies and requires additional disclosures regarding investment company status and following guidance in Topic 946 of the FASB




FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2014


Accounting Standards Codification (“FASC”).  The ASU is effective for interim and annual reporting periods that begin after December 15, 2013.  Management is currently evaluating the impact that these pronouncements may have on the Fund’s financial statements.


In June 2014, FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860), Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The ASU changes the accounting for certain repurchase agreements and expands disclosure requirements related to repurchase agreements, securities lending, repurchase-to-maturity and similar transactions. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014. Management is currently evaluating the impact, if any, of applying this position.





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Trustees

   of Frank Value Fund and Leigh Baldwin Total Return Fund,

   both a Series of the Frank Funds


We have audited the accompanying statements of assets and liabilities of Frank Value Fund, ("Value Fund"), and Leigh Baldwin Total Return Fund (“Baldwin Fund”), both a series of the Frank Funds (the “Funds”), including the schedules of investments and schedule of call options written, as of June 30, 2014 and the related statements of operations for the year then ended, changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.  


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds were not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and cash owned as of June 30, 2014, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of June 30, 2014, the results of their operations for the year then ended, the statements of changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.


Abington, Pennsylvania

August 28, 2014

[frankleighncsr015.jpg]




FRANK FUNDS

EXPENSE ILLUSTRATION

JUNE 30, 2014 (UNAUDITED)


Expense Example


As a shareholder of the Value Fund or Baldwin Fund, you typically incur two types of costs: (1) transactions costs, including, deferred sales, charges (loads) and redemption fees; and (2) ongoing costs,  including management fees and distribution and/or service (12b-1) fees.  This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.


With respect to the Funds the Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period of January 1, 2014 through June 30, 2014.  

Actual Expenses


The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.


Hypothetical Example for Comparison Purposes


The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in these Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.




FRANK FUNDS

EXPENSE ILLUSTRATION (CONTINUED)

JUNE 30, 2014 (UNAUDITED)


Value Fund - Investor Class

 

 

 

Beginning Account Value

Ending Account Value

Expenses Paid During the Period *

 

January 1, 2014

June 30, 2014

January 1, 2014 to June 30, 2014

 

 

 

 

Actual

$1,000.00

$1,008.20

$7.42

Hypothetical (5% Annual

 

 

 

   Return before expenses)

$1,000.00

$1,017.41

$7.45

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.49%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

 

 

 

 

Value Fund - Class C

 

 

 

 

Beginning Account Value

Ending Account Value

Expenses Paid During the Period *

 

January 1, 2014

June 30, 2014

January 1, 2014 to June 30, 2014

 

 

 

 

Actual

$1,000.00

$1,004.20

$11.13

Hypothetical (5% Annual

 

 

 

   Return before expenses)

$1,000.00

$1,013.69

$11.18

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 2.24%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

 

 

 

 

Value Fund - Institutional Class

 

 

 

Beginning Account Value

Ending Account Value

Expenses Paid During the Period *

 

January 1, 2014

June 30, 2014

January 1, 2014 to June 30, 2014

 

 

 

 

Actual

$1,000.00

$1,009.56

$6.13

Hypothetical (5% Annual

 

 

 

   Return before expenses)

$1,000.00

$1,018.70

$6.16

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.23%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

 

 

 

 

Baldwin Fund

 

 

 

 

Beginning Account Value

Ending Account Value

Expenses Paid During the Period *

 

January 1, 2014

June 30, 2014

January 1, 2014 to June 30, 2014

 

 

 

 

Actual

$1,000.00

$1,023.97

$8.78

Hypothetical (5% Annual

 

 

 

   Return before expenses)

$1,000.00

$1,016.12

$8.75

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).





FRANK FUNDS

BOARD OF TRUSTEES

JUNE 30, 2014 (UNAUDITED)


TRUSTEES AND OFFICERS


The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the Investment Company Act of 1940. Each Trustee has an indefinite term.


Name, Address and Age

Position & Length of Time Served with the Trust

Principal Occupations During Past 5 Years and Current Directorships

Jason W. Frey,


739 Crandon Blvd., Unit 202

Key Biscayne, FL 33149


Age: 35

Trustee since June 2004.

Software Developer, Red Hat Inc., an enterprise software company, December 2012 to present; ManageIQ, Inc., a virtualization software company, October 2007 to December 2012.

Hemanshu Patel


739 Crandon Blvd., Unit 202

Key Biscayne, FL 33149


Age: 30

Trustee since January 2010.

Associate , J. W. Childs Associates, private equity firm, November 2007 to present.

Andrea Goncalves


739 Crandon Blvd., Unit 202

Key Biscayne, FL 33149


Age: 32

Trustee since January 2010.

Senior Accountant, Security Atlantic Mortgage / REMM, mortgage company, May 2006 to present.





FRANK FUNDS

BOARD OF TRUSTEES (CONTINUED)

JUNE 30, 2014 (UNAUDITED)


The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940, and each officer of the Trust. Each Trustee and Officer of the Trust has an indefinite term.


Name, Address and Age

Position(s) Held with the Fund

Term of Office and Length of  Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Director

Other Directorships Held by Director

Brian J. Frank1


739 Crandon Blvd., Unit 202

Key Biscayne, FL 33149


Age: 32

President,

Treasurer, Chief Compliance Officer, and

Trustee

Indefinite/

Treasurer, Secretary

and Chief Compliance Officer, June 2004 – present;

President, September 2009 – present

Chief Financial Officer of Frank Capital Partners LLC since June 2003

2

None

Monique M. Weiss1


739 Crandon Blvd., Unit 202

Key Biscayne, FL 33149


Age: 45

Secretary

Indefinite/

September 2009 – present

Self-employed, Consultant to mutual fund industry, 2006 – present.

2

None


1 Brian J. Frank is considered an “Interested” Trustee, as defined in the Investment Company Act of 1940, as amended, because he is affiliated with the Adviser.  Brian Frank and Monique Weiss are married.


Additional information regarding the Trustees and Officers is available in the Funds’ Statement of Additional Information.




FRANK FUNDS

ADDITIONAL INFORMATION

JUNE 30, 2014 (UNAUDITED)


Each Fund’s Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request.  You may call toll-free (888) 217-5426 to request a copy of the SAI or to make shareholder inquiries.


A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how each Fund voted proxies during the most recent 12-month period ended June 30 are available without charge upon request by (1) calling (888) 217-5426 and (2) from the documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.


Each Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q.  The Funds’ first and third fiscal quarters end on September 30 and March 31. The Form N-Q filing must be made within 60 days of the end of the quarter. The Funds’ Forms N-Q are available on the SEC’s website at http://sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room).  You may also obtain copies by calling (888) 217-5426.


Advisory Renewal Agreement


Frank Fund


The Management Agreement between the Trust and Frank Capital Partners LLC (“Frank Capital”) as to the Frank Value Fund was approved by the Board of Trustees (the “Trustees”), including a majority of the Trustees who are not interested persons of the Trust or interested parties to the Management Agreement (collectively, the “Independent Trustees”), at an in-person meeting held on June 21, 2014.  The Trustees reviewed a memorandum describing the Trustees’ duties when considering the Management Agreement renewal.


 As to the nature, extent, and quality of the services provided by Frank Capital, the Board considered Frank Capital’s investment philosophy.  In addition, the Trustees reviewed Frank Capital’s Form ADV Parts 1 and 2, which described the operations and policies of Frank Capital.  The Trustees reviewed a report prepared by Frank Capital for the Trustees with information relevant to their deliberations (the “Report”).  The Report included information regarding, among other things, the personnel of Frank Capital and Frank Capital’s compliance activities.  Frank Capital certified to the Board that it had complied with the Trust’s Code of Ethics.  Based on this information and their discussions with the President of Frank Funds, the Trustees concluded that Frank Capital has provided high quality advisory services to the Frank Value Fund, and that the nature and extent of services provided by Frank Capital were reasonable and consistent with the Board’s expectations.


As to the Frank Value Fund’s performance, the Trustees reviewed information in the Report regarding the Frank Value Fund’s returns since inception and for the year ended March 31, 2014.  The Frank Value Fund’s performance was compared to the S&P 500 Total Return Index as well as the Midcap Blend peer group. The Board noted that the Frank Value Fund’s performance exceeded the performance of the S&P 500 Total Return Index since inception.  After discussion with the President of the Trust, the Board concluded that using the S&P 500 Total Return and Midcap Blend Category are appropriate benchmarks for comparison purposes.




FRANK FUNDS

ADDITIONAL INFORMATION (CONTINUED)

JUNE 30, 2014 (UNAUDITED)


The Trustees reviewed information in the Report comparing the expense ratio of the Frank Value Fund to those of the peer group.  The Board noted that the Frank Value Fund's Investor Class net expense ratio is 1.49%, which is more than the 1.16% Morningstar peer group average.  They further noted that the management fees for the Frank Value Fund are 0.99% while the peer group average is 0.97%.  The Board agreed that the total expense ratio compared favorably to the peer group and the management fee was fair and reasonable considering the assets in the Frank Value Fund.    


As to profits realized by Frank Capital, the Board reviewed information regarding Frank Capital’s income and expense statement for calendar 2013. The Board concluded that Frank Capital has adequate resources to fulfill its responsibilities under the Agreement.  The Board noted that it believes Frank Capital Partners LLC is doing a great job managing costs for the Frank Value Fund. They observed that Frank Capital Partners LLC is keeping costs low by performing much of the work that would normally be performed by third parties, such as preparation of Board minutes and exhibits. The Board then discussed additional benefits received by Frank Capital from the Frank Value Fund, and agreed there were none. They concluded that Frank Capital was not excessively profitable. A discussion of economies of scale involved future asset level of the Frank Value Fund.  


As a result of their deliberations, the Trustees, including the Independent Trustees, determined that the overall arrangement provided under the terms of the Management Agreement was a reasonable business arrangement, and that the renewal of the Management Agreement was in the best interests of the Trust and the Frank Value Fund’s shareholders.  Accordingly, they approved the continuation of the Management Agreement for an additional year.


Baldwin Fund


The Management Agreement between the Trust and Leigh Baldwin & Co., LLC (“Leigh Baldwin”) as to the Leigh Baldwin Total Return Fund was approved by the Board of Trustees (the “Trustees”), including a majority of the Trustees who are not interested persons of the Trust or interested parties to the Management Agreement (collectively, the “Independent Trustees”), at an in-person meeting held on June 21, 2014. The Trustees reviewed a memorandum describing the Trustees’ duties when considering the Management Agreement renewal.


As to the nature, extent, and quality of the services provided by Leigh Baldwin, the Board considered Leigh Baldwin’s investment philosophy. In addition, the Trustees reviewed Leigh Baldwin’s Form ADV Parts 1 and 2, which described the operations and policies of Leigh Baldwin.  The Trustees reviewed a report prepared by Leigh Baldwin for the Trustees with information relevant to their deliberations (the “Report”).  The Report included information regarding, among other things, the personnel of Leigh Baldwin and Leigh Baldwin’s compliance activities. Leigh Baldwin certified to the Board that it had complied with the Trust’s Code of Ethics. Based on this information and their discussions with the President of Frank Funds, the Trustees concluded that Leigh Baldwin has provided high quality advisory services to the Leigh Baldwin Total Return Fund, and that the nature and extent of services provided by Leigh Baldwin were reasonable and consistent with the Board’s expectations.


As to the Leigh Baldwin Total Return Fund’s performance, the Trustees reviewed information in the Report regarding the Leigh Baldwin Total Return Fund’s returns since inception and for




FRANK FUNDS

ADDITIONAL INFORMATION (CONTINUED)

JUNE 30, 2014 (UNAUDITED)


the year ended March 31, 2014.  The Leigh Baldwin Total Return Fund’s performance was compared to the HFRX Market Neutral Index as well as the Market Neutral peer group. The Board noted that the Leigh Baldwin Total Return Fund’s performance slightly trailed the performance of the HFRX Market Neutral Index since inception. After discussion with the President of the Trust, the Board concluded that using the HFRX Market Neutral Index and Market Neutral Category are appropriate benchmarks for comparison purposes.


The Trustees reviewed information in the Report comparing the expense ratio of the Leigh Baldwin Total Return Fund to those of the peer group.  The Board noted that the Leigh Baldwin Total Return Fund's net expense ratio is 1.75%, which is less than the 1.77% Morningstar peer group average.  They further noted that the management fees for the Leigh Baldwin Total Return Fund are 0.45% while the peer group average is 1.14%.  The Board agreed that the total expense ratio compared favorably to the peer group and the management fee was fair and reasonable considering the assets in the Leigh Baldwin Total Return Fund.


As to profits realized by Leigh Baldwin, the Board reviewed information regarding Leigh Baldwin’s income and expense statement for calendar 2013. The Board concluded that Leigh Baldwin has adequate resources to fulfill its responsibilities under the Agreement. The Board noted that it believes Frank Capital Partners LLC is doing a great job managing costs for the Leigh Baldwin Total Return Fund. They observed that Frank Capital Partners LLC is keeping costs low by performing much of the work that would normally be performed by third parties, such as preparation of Board minutes and exhibits. The Board then discussed additional benefits received by Leigh Baldwin from the Leigh Baldwin Total Return Fund, and agreed there were none. They concluded that Leigh Baldwin was not excessively profitable, and that a discussion of economies of scale was not relevant at this time due to the small size of the Leigh Baldwin Total Return Fund.


As a result of their deliberations, the Trustees, including the Independent Trustees, determined that the overall arrangement provided under the terms of the Management Agreement was a reasonable business arrangement, and that the renewal of the Management Agreement was in the best interests of the Trust and the Leigh Baldwin Total Return Fund’s shareholders.  Accordingly, they approved the continuation of the Management Agreement for an additional year.





Board of Trustees

Brian J. Frank

Jason W. Frey

Andrea Goncalves

Hemanshu Patel


Investment Advisers

Frank Capital Partners, LLC

739 Crandon Blvd., Unit 202

Key Biscayne, FL 33149


Leigh Baldwin & Co., LLC

112 Albany Street, P.O. Box 660

Cazenovia, NY 13035


Dividend Paying Agent,

Shareholders’ Servicing Agent,

Transfer Agent

Mutual Shareholder Services, LLC


Custodian

Huntington National Bank


Independent Registered Public Accounting Firm

Sanville & Company


Legal Counsel

Thompson Hine LLP







This report is provided for the general information of the shareholders of the Value Fund and the Baldwin Fund. This report is not intended for distribution to prospective investors in the Funds, unless preceded or accompanied by an effective prospectus.




Item 2. Code of Ethics.


The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and the principal financial officer. The registrant has not made any amendments to its code of ethics during the covered period. The registrant has not granted any waivers from any provisions of the code of ethics during the covered period. A copy of the registrant’s Code of Ethics is filed herewith.


Item 3. Audit Committee Financial Expert.


The registrant’s board of trustees has determined that the registrant does not have an audit committee financial expert. This is because the registrant believes that the experience provided by each member of the audit committee together offers the registrant adequate oversight for the registrant's level of financial complexity.



Item 4. Principal Accountant Fees and Services.


(a)

Audit Fees


FY 2014

$ 19,000

FY 2013

$ 19,000



(b)

Audit-Related Fees


Registrant

Adviser


FY 2014

$ 0

$ 0

FY 2013

$ 0

$ 0



 (c)

Tax Fees


Registrant

Adviser


FY 2014

$ 3,400

$ 0

FY 2013

$ 3,000

$ 0


Nature of the fees:

Preparation of tax returns



(d)

All Other Fees


Registrant

Adviser


FY 2014

$ 0

$ 0

FY 2013

$ 0

$ 0


 (e)

(1)

Audit Committee’s Pre-Approval Policies


The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.


(2)

Percentages of Services Approved by the Audit Committee


None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.


(f)

During audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.


(g)

The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:


Registrant

Adviser


FY 2014

$ 3,400

$ 0

FY 2013

$ 3,000

$ 0


(h)

Not applicable.  The auditor performed no services for the registrant's investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.


Item 5. Audit Committee of Listed Companies.  Not applicable.


Item 6.  Schedule of Investments.  Not applicable – schedule filed with Item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.


Item 8.  Portfolio Managers of Closed-End Funds.  Not applicable.


Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable.


Item 10.  Submission of Matters to a Vote of Security Holders.  


The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of trustees.


Item 11.  Controls and Procedures.  


(a)

Disclosure Controls & Procedures.  Principal executive and financial officers have concluded that Registrant’s disclosure controls & procedures are effective based on their evaluation as of a date within 90 days of the filing date of this report.

(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.


Item 12.  Exhibits.  


(a)(1)

EX-99.CODE ETH.  Filed herwith.


(a)(2)

EX-99.CERT.  Filed herewith.


(a)(3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable.


(b)

EX-99.906CERT.  Filed herewith.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Frank Funds


By /s/Brian J. Frank, President & Treasurer

     Brian J. Frank

     President & Treasurer


Date: September 4, 2014


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By /s/Brian J. Frank, President & Treasurer

     Brian J. Frank

     President & Treasurer


Date: September 4, 2014