UNITED STATES

N-PX 1 franknpx082005.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21532

Frank Funds

(Exact name of registrant as specified in charter)

6 Stacy Court

Parsippany, New Jersey 07054

(Address of principal executive offices)

(Zip code)

Alfred C. Frank

Frank Capital Partners LLC

6 Stacy Court

Parsippany, New Jersey 07054

(Name and address of agent for service)

Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202

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

Date of fiscal year end: June 30

Date of reporting period: June 30, 2005

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

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

ITEM 1. PROXY VOTING RECORD:

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

(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

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

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

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

(g).

Whether the Registrant cast its vote on the matter;

(h).

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

(i).

Whether the Registrant cast its vote for or against management.

Frank Value Fund

4 KIDS ENTERTAINMENT, INC.

Ticker Symbol:KDE Cusip Number: 350865101

Record Date: 4/11/2005 Meeting Date: 5/26/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 PROPOSAL TO APPROVE THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

3 PROPOSAL TO APPROVE THE 2005 LONG-TERM INCENTIVE COMPENSATION PLAN AGAINST ISSUER FOR AGAINST

ADESA, INC.

Ticker Symbol:KAR Cusip Number: 00686U104

Record Date: 3/18/2005 Meeting Date: 5/17/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

AMERICAN HOME MORTGAGE INVESTMENT CORP.

Ticker Symbol:AHM Cusip Number: 02660R107

Record Date: 5/12/2005 Meeting Date: 6/14/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFICATION OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

3 AMENDMENTS TO THE 1999 OMNIBUS STOCK INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

ARCH CAPITAL GROUP LTD.

Ticker Symbol:ACGL Cusip Number: G0450A105

Record Date: 3/21/2005 Meeting Date: 4/28/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 TO APPROVE THE 2005 LONG TERM INCENTIVE AND SHARE AWARD PLAN AGAINST ISSUER FOR AGAINST

3 TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

ATARI, INC.

Ticker Symbol:ATAR Cusip Number: 04651M105

Record Date: 7/26/2004 Meeting Date: 9/14/2004

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 APPROVAL OF AMENDMENTS TO 2000 STOCK INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

3 APPROVAL OF AUDITORS FOR ISSUER FOR WITH

CHAMPPS ENTERTAINMENT, INC.

Ticker Symbol:CMPP Cusip Number: 158787101

Record Date: 10/8/2004 Meeting Date: 12/1/2004

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

CIRCUIT CITY STORES, INC.

Ticker Symbol:CC Cusip Number: 172737108

Record Date: 4/25/2005 Meeting Date: 6/21/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 APPROVAL OF THE AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

3 APPROVAL OF THE INTERTAN CANADA, LTD. STOCK PURCHASE PROGRAM AGAINST ISSUER FOR AGAINST

4 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

CONCORD CAMERA CORP.

Ticker Symbol:LENS Cusip Number: 206156101

Record Date: 12/8/2004 Meeting Date: 2/3/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFICATION OF COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

CREDENCE SYSTEMS CORPORATION

Ticker Symbol:CMOS Cusip Number: 225302108

Record Date: 2/11/2005 Meeting Date: 3/23/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 TO ADOPT THE 2005 STOCK INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

3 TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

ESPEED, INC.

Ticker Symbol:ESPD Cusip Number: 296643109

Record Date: 5/2/2005 Meeting Date: 6/16/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

FREESCALE SEMICONDUCTOR, INC.

Ticker Symbol:FSL Cusip Number: 35687M107

Record Date: 3/1/2005 Meeting Date: 4/29/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 TO APPROVE AMENDMENTS TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FOR ISSUER FOR WITH

3 TO APPROVE AMENDMENTS TO AMENDED AND RESTATED BY-LAWS FOR ISSUER FOR WITH

4 TO APPROVE OMNIBUS INCENTIVE PLAN OF 2005 AGAINST ISSUER FOR AGAINST

5 TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

HIGHLAND HOSPITALITY CORP.

Ticker Symbol:HIH Cusip Number: 430141101

Record Date: 3/24/2005 Meeting Date: 5/19/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

IDT CORPORATION

Ticker Symbol:IDT Cusip Number: 448947309

Record Date: 10/21/2004 Meeting Date: 12/15/2004

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 APPROVAL OF AN AMENDMENT TO THE COMPANY'S 1996 STOCK OPTION AND INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

INSTINET GROUP INCORPORATED

Ticker Symbol:INGP Cusip Number: 457750107

Record Date: 3/18/2005 Meeting Date: 5/16/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS SPLIT ISSUER FOR WITH/AGAINST

2 RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

3 APPROVE THE 2005 ANNUAL CASH INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

JACOBS ENGINEERING GROUP INC.

Ticker Symbol:JEC Cusip Number: 469814107

Record Date: 1/3/2005 Meeting Date: 2/8/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 TO APPROVE THE AMENDMENT TO THE 1999 STOCK INCENTIVE PLAN FOR ISSUER FOR WITH

3 TO APPROVE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

LIBERTY MEDIA INTERNATIONAL, INC.

Ticker Symbol:LBTYA Cusip Number: 530719103

Record Date: 5/3/2005 Meeting Date: 6/15/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER FOR ISSUER FOR WITH

3 APPROVAL OF THE 2004 INCENTIVE PLAN FOR ISSUER FOR WITH

4 RATIFICATION OF INDEPENDENT AUDITOR FOR ISSUER FOR WITH

MI DEVELOPMENTS INC.

Ticker Symbol:MIM Cusip Number: 55304X104

Record Date: 3/16/2005 Meeting Date: 5/4/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS AGAINST ISSUER FOR AGAINST

2 RE-APPOINTMENT OF AUDITOR FOR ISSUER FOR WITH

3 RESOLUTION DIRECTING BOARD OF DIRECTORS TO CONSIDER AND IMPLEMENT A SPIN-OFF OR SALE OF THE CORPORATION'S INTEREST IN MAGNA ENTERTAINMENT CORP. FOR STOCKHOLDER AGAINST AGAINST

4 RESOLUTION DIRECTING THE BOARD OF DIRECTORS TO CONSIDER, AND IF DEEMED FEASIBLE, SELECT THE MOST APPROPRIATE METHOD TO CONVERT THE CORPORATION INTO AN INCOME-ORIENTED REAL ESTATE INVESTMENT VEHICLE FOR STOCKHOLDER AGAINST AGAINST

MI DEVELOPMENTS INC.

Ticker Symbol:MIM Cusip Number: 55304X104

Record Date: 3/16/2005 Meeting Date: 5/4/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS AGAINST ISSUER FOR AGAINST

2 RE-APPOINTMENT OF AUDITORS FOR ISSUER FOR WITH

3 MEC SEPARATION RESOLUTION FOR STOCKHOLDER AGAINST AGAINST

4 REIT CONVERSION RESOLUTION FOR STOCKHOLDER AGAINST AGAINST

NATIONAL HOME HEALTH CARE CORP.

Ticker Symbol:NHHC Cusip Number: 636380107

Record Date: 11/1/2004 Meeting Date: 12/6/2004

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

QUANTA SERVICES, INC.

Ticker Symbol:PWR Cusip Number: 74762E102

Record Date: 3/28/2005 Meeting Date: 5/26/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

Ticker Symbol:SUP Cusip Number: 868168105

Record Date: 3/28/2005 Meeting Date: 5/13/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 APPROVAL OF AN INCENTIVE BONUS PLAN FOR STEVEN J. BORICK FOR ISSUER FOR WITH

TELEWEST GLOBAL, INC.

Ticker Symbol:TLWT Cusip Number: 87956T107

Record Date: 4/1/2005 Meeting Date: 5/9/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

3 APPROVAL OF LONG-TERM INCENTIVE PLAN FOR ISSUER FOR WITH

TELLABS, INC.

Ticker Symbol:TLAB Cusip Number: 879664100

Record Date: 2/22/2005 Meeting Date: 4/21/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 APPROVAL OF 2005 EMPLOYEE STOCK PURCHASE PLAN FOR ISSUER FOR WITH

3 RATIFICATION OF AUDITORS FOR ISSUER FOR WITH

UTSTARCOM, INC.

Ticker Symbol:UTSI Cusip Number: 918076100

Record Date: 3/14/2005 Meeting Date: 5/13/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 ADOPTION OF THE 2005 EQUITY INCENTIVE PLAN AGAINST ISSUER FOR AGAINST

3 RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ISSUER FOR WITH

VIAD CORP.

Ticker Symbol:VVI Cusip Number: 92552R406

Record Date: 3/23/2005 Meeting Date: 5/17/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR ISSUER FOR WITH

WASHINGTON GROUP INTERNATIONAL, INC.

Ticker Symbol:WGII Cusip Number: 938862208

Record Date: 3/31/2005 Meeting Date: 5/19/2005

Proposal # Proposal Vote Author MRV* vs. Mgmt

1 ELECTION OF DIRECTORS FOR ISSUER FOR WITH

2 TO RATIFY THE AUDIT REVIEW COMMITTEE'S APPOINTMENT OF INDEPENDENT AUDITOR FOR ISSUER FOR WITH

* Management Recommended Vote

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Frank Funds

By /s/Alfred C. Frank

* Alfred C. Frank

President

By /s/Brian J. Frank

* Brian J. Frank

Treasurer

Date: August 29, 2005

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

	Ticker Symbol:KDE	Cusip Number: 350865101
	Record Date: 4/11/2005	Meeting Date: 5/26/2005

	Ticker Symbol:KAR	Cusip Number: 00686U104
	Record Date: 3/18/2005	Meeting Date: 5/17/2005

	Ticker Symbol:AHM	Cusip Number: 02660R107
	Record Date: 5/12/2005	Meeting Date: 6/14/2005

	Ticker Symbol:ACGL	Cusip Number: G0450A105
	Record Date: 3/21/2005	Meeting Date: 4/28/2005

	Ticker Symbol:ATAR	Cusip Number: 04651M105
	Record Date: 7/26/2004	Meeting Date: 9/14/2004

	Ticker Symbol:CMPP	Cusip Number: 158787101
	Record Date: 10/8/2004	Meeting Date: 12/1/2004

	Ticker Symbol:CC	Cusip Number: 172737108
	Record Date: 4/25/2005	Meeting Date: 6/21/2005

	Ticker Symbol:LENS	Cusip Number: 206156101
	Record Date: 12/8/2004	Meeting Date: 2/3/2005

	Ticker Symbol:CMOS	Cusip Number: 225302108
	Record Date: 2/11/2005	Meeting Date: 3/23/2005

	Ticker Symbol:ESPD	Cusip Number: 296643109
	Record Date: 5/2/2005	Meeting Date: 6/16/2005

	Ticker Symbol:FSL	Cusip Number: 35687M107
	Record Date: 3/1/2005	Meeting Date: 4/29/2005

	Ticker Symbol:HIH	Cusip Number: 430141101
	Record Date: 3/24/2005	Meeting Date: 5/19/2005

	Ticker Symbol:IDT	Cusip Number: 448947309
	Record Date: 10/21/2004	Meeting Date: 12/15/2004

	Ticker Symbol:INGP	Cusip Number: 457750107
	Record Date: 3/18/2005	Meeting Date: 5/16/2005

	Ticker Symbol:JEC	Cusip Number: 469814107
	Record Date: 1/3/2005	Meeting Date: 2/8/2005

	Ticker Symbol:LBTYA	Cusip Number: 530719103
	Record Date: 5/3/2005	Meeting Date: 6/15/2005

	Ticker Symbol:MIM	Cusip Number: 55304X104
	Record Date: 3/16/2005	Meeting Date: 5/4/2005

	Ticker Symbol:NHHC	Cusip Number: 636380107
	Record Date: 11/1/2004	Meeting Date: 12/6/2004

	Ticker Symbol:PWR	Cusip Number: 74762E102
	Record Date: 3/28/2005	Meeting Date: 5/26/2005

	Ticker Symbol:SUP	Cusip Number: 868168105
	Record Date: 3/28/2005	Meeting Date: 5/13/2005

	Ticker Symbol:TLWT	Cusip Number: 87956T107
	Record Date: 4/1/2005	Meeting Date: 5/9/2005

	Ticker Symbol:TLAB	Cusip Number: 879664100
	Record Date: 2/22/2005	Meeting Date: 4/21/2005

	Ticker Symbol:UTSI	Cusip Number: 918076100
	Record Date: 3/14/2005	Meeting Date: 5/13/2005

	Ticker Symbol:VVI	Cusip Number: 92552R406
	Record Date: 3/23/2005	Meeting Date: 5/17/2005

	Ticker Symbol:WGII	Cusip Number: 938862208
	Record Date: 3/31/2005	Meeting Date: 5/19/2005