N-CSRS 1 frankncsrs201602.htm UNITED STATES

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)


781 Crandon Blvd. Unit 602

Key Biscayne, FL 33149

 (Address of Principal Executive Offices)  (Zip Code)


Brian J. Frank, Frank Capital Partners LLC

781 Crandon Blvd. Unit 602

Key Biscayne, FL 33149

 (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: December 31, 2015


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


SEMI-ANNUAL REPORT




FRANK VALUE FUND

Class C – FNKCX

Institutional Class – FNKIX

Investor Class – FRNKX


LEIGH BALDWIN TOTAL RETURN FUND – LEBOX



December 31, 2015

(Unaudited)





FRANK VALUE FUND

           PORTFOLIO ANALYSIS

             DECEMBER 31, 2015 (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.



[frankncsrs201602002.gif]


Sectors are based on Morningstar® classifications.






LEIGH BALDWIN TOTAL RETURN FUND

           PORTFOLIO ANALYSIS

              DECEMBER 31, 2015 (UNAUDITED)



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

[frankncsrs201602004.gif]



Sectors are based on Morningstar® classifications.

The above chart excludes Written Options.  Purchased options are represented by the underlying security sector.  






 

 

 

 

 

 

Value Fund

 

 

 

Schedule of Investments

 

 

 

December 31, 2015 (Unaudited)

 

 

 

 

 

Shares

 

 

Value

 

 

 

 

COMMON STOCKS - 39.99%

 

 

 

 

 

Arrangement of Transportation - 1.24%

 

39,191

 

Roadrunner Transportation Systems, Inc. *

$        369,571

 

 

 

 

Electronic Computers - 2.76%

 

31,176

 

Teradata Corp. *

823,670

 

 

 

 

Consumer Electronics - 2.42%

 

6,846

 

Apple, Inc.

720,610

 

 

 

 

Finance Services - 3.11%

 

20,961

 

Blackhawk Network Holdings, Inc. Class A *

926,686

 

 

 

 

Fire, Marine & Casualty Insurance - 9.15%

 

13,405

 

Berkshire Hathaway, Inc. Class B *

1,769,996

51,194

 

Greenlight Capital Reinsurance, Ltd. Class A *

          957,840

 

 

 

2,727,836

Gold and Silver Ores - 4.31%

 

69,571

 

Barrick Gold Corp.

513,434

66,765

 

Goldcorp, Inc.

771,803

 

 

 

1,285,237

Retail-Apparel & Accessory Stores - 2.77%

 

47,432

 

Francesca's Holding Corp. *

825,791

 

 

 

 

Retail-Food Stores - 2.14%

 

19,478

 

Vitamin Shoppe, Inc. *

636,931

 

 

 

 

Services-Business Services, NEC - 2.19%

 

59,331

 

RPX Corp. *

652,641

 

 

 

 

Services-Engineering, Accounting, Research, Management - 1.96%

 

12,736

 

Science Applications International Corp.

583,054

 

 

 

 

Services-Miscellaneous Business - 0.46%

 

76,594

 

Performant Financial Corp. *

137,103

 

 

 

 

Services-Prepackaged Software - 7.50%

 

40,308

 

Microsoft Corp.

       2,236,288

 

 

 

 

TOTAL FOR COMMON STOCKS (Cost $10,925,118) - 39.99%

     11,925,418

 

 

 

 

PUT OPTIONS - 0.01% *

 

Shares Subject

 

   Underlying Security

 

to Put

 

   Expiration Date/Exercise Price

 

 

 

 

 

 

 

Japan 10 Year Bond Future

 

5,000,000

 

January 2016 Put @ $144.00

                   400

 

 

 

 

 

 

Japan 10 Year Bond Future

 

4,000,000

 

February 2016 Put @ $143.50

                   320

 

 

 

 

 

 

Japanese Yen Spot Currency

 

30,000

 

June 2016 Put @ $72.00

                   600

 

 

 

 

 

 

Japanese Yen Spot Currency

 

20,000

 

June 2016 Put @ $73.00

                   800

 

 

 

 

 

 

Total (Premiums Paid $6,498) - 0.01%

                2,120

 

 

 

 

SHORT-TERM INVESTMENT - 59.90%

 

17,862,749

 

Fidelity Institutional Money Market Portfolio 0.29% **

     17,862,749

TOTAL FOR SHORT TERM INVESTMENT (Cost $17,862,749) - 59.90%

     17,862,749

 

 

 

 

TOTAL INVESTMENTS (Cost $28,794,365) - 99.90%

29,790,287

 

 

 

 

OTHER ASSETS IN EXCESS OF LIABILITIES, NET - 0.10%

31,126

 

 

 

 

NET ASSETS - 100.00%

$   29,821,413

 

 

 

 

* Non-income producing securities during the period.

 

** Variable rate security; the coupon rate shown represents the yield at December 31, 2015.

 

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

 





 

 

 

 

 

 

Baldwin Fund

 

 

 

Schedule of Investments

 

 

 

December 31, 2015 (Unaudited)

 

 

 

 

 

Shares

 

 

Value

 

 

 

 

COMMON STOCKS - 70.67%

 

 

 

 

 

Agricultural Chemicals - 3.37%

 

6,400

 

Potash Corporation of Saskatchewan, Inc.

$         109,504

 

 

 

 

Aircraft - 10.24%

 

 

2,300

 

Boeing Co.

332,557

 

 

 

 

Apparel Stores - 1.94%

 

1,200

 

Lululemon Athletica, Inc. (Canada) *

62,964

 

 

 

 

Biological Products - 5.00%

 

1,000

 

Amgen, Inc.

162,330

 

 

 

 

Computer Storage Devices - 5.54%

 

7,000

 

EMC Corp.

179,760

 

 

 

 

Drawing & Insulating of Nonferrous Wire - 0.84%

 

1,500

 

Corning, Inc.

27,420

 

 

 

 

Electronic Computers - 6.48%

 

2,000

 

Apple, Inc.

210,520

 

 

 

 

Farm Machinery & Equipment - 7.28%

 

3,100

 

Deere & Co.

236,437

 

 

 

 

Finance Services - 0.68%

 

2,000

 

Lendingclub Corp. *

22,100

 

 

 

 

Natural Gas Transmission - 2.30%

 

5,000

 

Kinder Morgan, Inc.

74,550

 

 

 

 

Patent Owners & Lessors - 0.68%

 

2,000

 

RPX Corp. *

22,000

 

 

 

 

Petroleum Refining - 1.44%

 

600

 

Exxon Mobil Corp.

46,764

 

 

 

 

Pharmaceutical Preparations - 8.11%

 

100

 

Allergan Plc. *

31,271

1,500

 

Eli Lilly & Co.

126,360

2,000

 

Merck & Co.

105,640

 

 

 

263,271

Retail-Variety Stores - 4.53%

 

2,400

 

Wal-Mart Stores, Inc.

           147,144

 

 

 

 

Services-Computer Programming, Data Processing, Etc. - 4.84%

 

1,500

 

Facebook, Inc. *

           156,990

 

 

 

 

Services-Miscellaneous Amusement Parks - 3.88%

 

1,200

 

The Walt Disney Co.

           126,084

 

 

 

 

Services-Video Tape Rental - 3.52%

 

1,000

 

Netflix, Inc. *

114,410

 

 

 

 

TOTAL FOR COMMON STOCKS (Cost $2,431,129) - 70.67%

        2,294,805

 

 

 

 

CLOSED END MUTUAL FUND - 0.40%

 

1,099

 

Royce Value Trust, Inc.

12,935

TOTAL FOR CLOSED END MUTUAL FUND (Cost $15,840) - 0.40%

             12,935

 

 

 

 

EXCHANGE TRADED FUNDS - 15.47%

 

12,000

 

Aberdeen Asia Pacific Fund

54,840

1,400

 

SPDR Dow Jones Industrial Average ETF

243,586

1,000

 

SPDR S&P 500 ETF

203,890

TOTAL FOR EXCHANGE TRADED FUNDS (Cost $526,163) - 15.47%

           502,316

 

 

 

 

LIMITED PARTNERSHIP - 0.77%

 

500

 

TC Pipelines L.P.

24,855

TOTAL FOR LIMITED PARTNERSHIP (Cost $29,060) - 0.77%

             24,855

 

 

 

 

PUT OPTIONS - 5.85% *

 

Shares Subject

 

   Underlying Security

 

to Put

 

   Expiration Date/Exercise Price

 

 

 

 

 

 

 

 

 

 

 

Amgen, Inc.

 

1,000

 

January 20, 2017 Put @ $150.00

12,900

 

 

 

 

 

 

Apple, Inc.

 

500

 

January 15, 2016 Put @ $115.00

4,800

 

 

 

 

 

 

Apple, Inc.

 

1,000

 

January 20, 2017 Put @ $97.50

8,230

 

 

 

 

 

 

Apple, Inc.

 

500

 

March 18, 2016 Put @ $120.00

7,875

 

 

 

 

 

 

Deere & Co.

 

2,000

 

January 15, 2016 Put @ $80.00

6,600

 

 

 

 

 

 

Deere & Co.

 

1,000

 

January 20, 2016 Put @ $65.00

3,870

 

 

 

 

 

 

Eli Lilly & Co.

 

1,500

 

April 15, 2016 Put @ $72.50

1,305

 

 

 

 

 

 

Eli Lilly & Co.

 

1,000

 

April 15, 2016 Put @ $85.00

4,700

 

 

 

 

 

 

Exxon Mobil Corp.

 

1,300

 

January 15, 2016 Put @ $72.50

338

 

 

 

 

 

 

Facebook, Inc.

 

600

 

February 19, 2016 Put @ $115.00

6,270

 

 

 

 

 

 

Facebook, Inc.

 

900

 

January 15, 2016 Put @ $110.00

4,995

 

 

 

 

 

 

Illumina, Inc.

 

100

 

January 15, 2016 Put @ $180.00

275

 

 

 

 

 

 

Kinder Morgan, Inc.

 

5,000

 

January 20, 2017 Put @ $15.00

14,250

 

 

 

 

 

 

Luluemon Athletica, Inc.

 

200

 

January 15, 2016 Put @ $50.00

214

 

 

 

 

 

 

Luluemon Athletica, Inc.

 

1,000

 

January 15, 2016 Put @ $45.00

230

 

 

 

 

 

 

Luluemon Athletica, Inc.

 

500

 

March 18, 2016 Put @ $45.00

595

 

 

 

 

 

 

Merck & Co., Inc.

 

1,500

 

January 15, 2016 Put @ $50.00

165

 

 

 

 

 

 

Merck & Co., Inc.

 

500

 

January 15, 2016 Put @ $60.00

3,550

 

 

 

 

 

 

Netflix, Inc.

 

500

 

March 18, 2016 Put @ $110.00

4,525

 

 

 

 

 

 

Netflix, Inc.

 

500

 

March 18, 2016 Put @ $130.00

10,350

 

 

 

 

 

 

Potash Corporation of Saskatchewan, Inc.

 

3,200

 

January 15, 2016 Put @ $22.00

15,360

 

 

 

 

 

 

Potash Corporation of Saskatchewan, Inc.

 

3,200

 

January 15, 2016 Put @ $28.00

36,000

 

 

 

 

 

 

SPDR Dow Jones Industrial Average ETF

 

700

 

January 15, 2016 Put @ $175.00

1,925

 

 

 

 

 

 

SPDR Dow Jones Industrial Average ETF

 

700

 

January 15, 2016 Put @ $185.00

7,280

 

 

 

 

 

 

SPDR S&P 500 ETF

 

1,000

 

April 15, 2016 Put @ $200.00

6,400

 

 

 

 

 

 

The Boeing Co.

 

600

 

January 15, 2016 Put @ $125.00

66

 

 

 

 

 

 

The Boeing Co.

 

1,000

 

February 19, 2016 Put @ $155.00

11,300

 

 

 

 

 

 

The Boeing Co.

 

1,000

 

January 20, 2017 Put @ $130.00

8,300

 

 

 

 

 

 

The Walt Disney Co.

 

1,000

 

January 15, 2016 Put @ $110.00

5,150

 

 

 

 

 

 

Wal-Mart Stores, Inc.

 

1,900

 

January 15, 2016 Put @ $55.00

95

 

 

 

 

 

 

Wal-Mart Stores, Inc.

 

1,400

 

January 15, 2016 Put @ $62.50

2,044

 

 

 

 

 

 

Total (Premiums Paid $183,051) - 5.85%

189,957

 

 

 

 

SHORT-TERM INVESTMENT - 16.94%

 

550,037

 

Fidelity Government Fund Class-I 0.12% **

           550,037

TOTAL FOR MONEY MARKET FUND - (Cost $550,037) 16.94%

           550,037

 

 

 

 

TOTAL INVESTMENTS (Cost $3,735,280) - 110.10%

3,574,905

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (10.10)%

         (327,904)

 

 

 

 

NET ASSETS - 100.00%

$       3,247,001

 

 

 

 

* Non-income producing securities during the period.

 

** Variable rate security; the coupon rate shown represents the yield at December 31, 2015.

 

ADR - American Depository Receipt.

 

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

 





 

 

 

 

Baldwin Fund

Schedule of Call Options Written

December 31, 2015 (Unaudited)

 

 

 

 

 

CALL OPTIONS WRITTEN *

 

 

 

 

 

 

 

Underlying Security

Shares Subject

 

 

Expiration Date/Exercise Price

to Call

Value

 

 

 

 

 

Allergan Plc.

 

 

 

February 19, 2016 Call @ $315.00

100

$      1,000

 

 

 

 

 

Amgen, Inc.

 

 

 

February 19, 2016 Call @ $150.00

400

6,036

 

 

 

 

 

Amgen, Inc.

 

 

 

February 19, 2016 Call @ $165.00

200

1,020

 

 

 

 

 

Apple, Inc.

 

 

 

January 15, 2016 Call @ $115.00

500

50

 

 

 

 

 

Apple, Inc.

 

 

 

February 19, 2016 Call @ $100.00

400

3,100

 

 

 

 

 

Deere & Co.

 

 

 

January 15, 2016 Call @ $65.00

100

1,190

 

 

 

 

 

Deere & Co.

 

 

 

January 15, 2016 Call @ $75.00

800

1,840

 

 

 

 

 

Deere & Co.

 

 

 

January 15, 2016 Call @ $80.00

1,000

270

 

 

 

 

 

Deere & Co.

 

 

 

February 19, 2016 Call @ $75.00

600

2,550

 

 

 

 

 

Eli Lilly & Co.

 

 

 

January 15, 2016 Call @ $85.00

1,500

2,175

 

 

 

 

 

EMC Corp.

 

 

 

February 19, 2016 Call @ $26.00

4,000

2,640

 

 

 

 

 

Exxon Mobil Corp.

 

 

 

January 15, 2016 Call @ $77.50

300

507

 

 

 

 

 

Exxon Mobil Corp.

 

 

 

February 19, 2016 Call @ $80.00

300

468

 

 

 

 

 

Facebook, Inc.

 

 

 

February 19, 2016 Call @ $110.00

600

1,500

 

 

 

 

 

Kinder Morgan, Inc.

 

 

 

January 15, 2016 Call @ $15.00

1,000

570

 

 

 

 

 

Kinder Morgan, Inc.

 

 

 

March 18, 2016 Call @ $20.00

4,000

480

 

 

 

 

 

LendingClub Corp.

 

 

 

January 15, 2016 Call @ $16.00

2,000

100

 

 

 

 

 

Lululemon Athletica, Inc.

 

 

 

January 15, 2016 Call @ $45.00

1,000

8,160

 

 

 

 

 

Lululemon Athletica, Inc.

 

 

 

January 15, 2016 Call @ $50.00

200

740

 

 

 

 

 

Merck & Co, Inc.

 

 

 

January 15, 2016 Call @ $52.50

1,000

1,050

 

 

 

 

 

Merck & Co, Inc.

 

 

 

January 15, 2016 Call @ $55.00

500

50

 

 

 

 

 

Netflix, Inc.

 

 

 

February 19, 2016 Call @ $120.00

600

4,380

 

 

 

 

 

SPDR Dow Jones Industrial Average ETF

 

 

 

December 31, 2015 Call @ $177.00

700

7

 

 

 

 

 

SPDR S&P 500 ETF

 

 

 

February 19, 2016 Call @ $205.00

1,000

4,230

 

 

 

 

 

TC Pipelines L.P.

 

 

 

February 19, 2016 Call @ $50.00

500

1,125

 

 

 

 

 

The Boeing Co.

 

 

 

February 19, 2016 Call @ $130.00

400

6,480

 

 

 

 

 

The Boeing Co.

 

 

 

February 19, 2016 Call @ $145.00

800

3,440

 

 

 

 

 

The Boeing Co.

 

 

 

February 19, 2016 Call @ $150.00

300

618

 

 

 

 

 

Wal-Mart Stores, Inc.

 

 

 

January 8, 2016 Call @ $57.00

1,000

        4,800

 

 

 

 

 

Wal-Mart Stores, Inc.

 

 

 

January 15, 2016 Call @ $62.50

1,400

420

 

 

 

 

 

Total (Premiums Received $70,182)

 

$    60,996

 

 

 

 

* Non-income producing securities during the period.

 

 

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

 

 





 

 

 

 

 

Frank Funds

Statements of Assets and Liabilities

December 31, 2015 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value Fund

 

Baldwin Fund

Assets:

 

 

 

 

       Investments in Securities, at Value (Cost $28,794,365 and $3,735,280, respectively)

$    29,790,287

 

$         3,574,905

       Cash Denominated in Foreign Currencies (Cost $1,445 and $0, respectively)

               1,474

 

                        -

       Cash

 

               9,568

 

                        -

       Receivables:

 

 

 

               Dividends and Interest

               2,106

 

                  7,632

               Due from Adviser

                     -

 

                17,361

               Shareholder Subscriptions

               1,130

 

                        -

               Portfolio Securities Sold

           118,988

 

                28,786

               Prepaid Expenses

                     -

 

                     906

                     Total Assets

      29,923,553

 

           3,629,590

Liabilities:

 

 

 

 

        Covered Call Options Written at Value

 

 

 

               (premiums received $0 and $70,182)

                     -

 

60,996

       Payables:

 

 

 

 

              Advisory Fees

             25,938

 

                        -

              Administrative Fees

               6,550

 

246

              Shareholder Redemptions

             44,764

 

                        -

              Portfolio Securities Purchased

                     -

 

              309,451

              Distribution Fees

             24,888

 

                  2,773

              Accrued Expenses

                     -

 

                  9,123

                     Total Liabilities

           102,140

 

              382,589

 

 

 

 

 

Net Assets

 

$    29,821,413

 

$         3,247,001

 

 

 

 

 

Net Assets Consist of:

 

 

 

    Paid In Capital

$    28,809,029

 

$         4,133,256

    Undistributed Net Investment Income (Loss)

        (393,118)

 

                     900

    Accumulated Realized Gain (Loss) on Investments

           409,551

 

           (735,966)

    Unrealized Appreciation (Depreciation) in Value of Investments and Foreign Currency

           995,951

 

           (151,189)

Net Assets, for 2,353,768 and 460,920 Shares Outstanding, respectively

$    29,821,413

 

$         3,247,001

 

 

 

 

 

Net Asset Value Per Share

 

 

$                  7.04

Redemption Price Per Share ($7.04 x 0.98) *

 

 

 

$                  6.90

 

 

 

 

 

Investor Class:

 

 

 

 

 

 

 

 

Net Assets

 

$    19,438,158

 

 

Shares outstanding (unlimited number of shares authorized with no par value)

        1,527,982

 

 

Net Asset Value

$             12.72

 

 

Redemption Price Per Share ($12.72 x 0.98) *

$             12.47

 

 

 

 

 

 

 

Class C:

 

 

 

 

 

 

 

 

 

Net Assets

 

$      3,610,035

 

 

Shares outstanding (unlimited number of shares authorized with no par value)

           296,920

 

 

Net Asset Value

$             12.16

 

 

Redemption Price Per Share ($12.16 x 0.98) *

$             11.92

 

 

 

 

 

 

 

Institutional Class:

 

 

 

 

 

 

 

 

Net Assets

 

$      6,773,220

 

 

Shares outstanding (unlimited number of shares authorized with no par value)

           528,866

 

 

Net Asset Value

$             12.81

 

 

Redemption Price Per Share ($12.81 x 0.98) *

$             12.55

 

 

 

 

 

 

 

* 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

Statements of Operations

For the six months ended December 31, 2015 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value Fund

Baldwin Fund

Investment Income:

 

 

       Dividends (a)

$           52,086

$             38,516

       Interest

 

             12,491

                      18

            Total Investment Income

             64,577

               38,534

 

 

 

 

Expenses:

 

 

 

       Advisory Fees

           154,706

                 7,568

       Administration Fees

             39,068

               30,246

       Transfer Agent Fees

                      -

                 6,220

       Audit Fees

 

                      -

                 9,595

       Distribution Fees

             43,301

               16,819

       Legal Fees

 

                      -

                 1,027

       Custody Fees

                      -

                 9,802

       Printing and Mailing Expense

                      -

                    276

       Miscellaneous Fees

                      -

                    170

       Registration Fees

                      -

                    651

            Total Expenses

           237,075

               82,374

                 Fees Waived and Reimbursed by the Adviser

                      -

            (52,942)

            Net Expenses

           237,075

               29,432

 

 

 

 

Net Investment Income (Loss)

         (172,498)

                 9,102

 

 

 

 

Realized and Unrealized Gain (Loss) on:

 

 

   Realized Gain (Loss) on Investments and Foreign Currency Transactions

           996,115

          (173,827)

   Realized Gain (Loss) on Options

           (11,655)

               94,372

          Realized Gain (Loss) on Investments, Options and Foreign Currency Transactions

           984,460

            (79,455)

 

 

 

 

   Net Change in Unrealized Appreciation (Depreciation) on:

 

 

       Investments and Foreign Currency Transactions

      (1,873,395)

            (14,727)

       Options

 

               2,211

            (24,594)

           Change in Unrealized Depreciation on Investments, Options and Foreign Currency Transactions

      (1,871,184)

            (39,321)

 

 

 

 

Realized and Unrealized Loss on Investments, Options and Foreign Currency Transactions

         (886,724)

          (118,776)

 

 

 

 

Net Decrease in Net Assets Resulting from Operations

 $   (1,059,222)

 $       (109,674)

 

 

 

 

(a) net of foreign withholding taxes of $1,428 and $694 respectively.

 

 

 

 

 

 

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

 

 





 

 

 

 

Value Fund

Statements of Changes in Net Assets

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Six Months

 

 

 

Ended

Year Ended

 

 

12/31/2015

6/30/2015

Increase (Decrease) in Net Assets From Operations:

 

 

    Net Investment Loss

 $   (172,498)

 $     (423,195)

    Net Realized Gain on Investments, Options, and Foreign Currency Transactions

         984,460

        2,357,003

    Unrealized Depreciation on Investments, Options, and Foreign Currency Transactions

   (1,871,184)

     (1,818,243)

    Net Increase (Decrease) in Net Assets Resulting from Operations

   (1,059,222)

           115,565

 

 

 

 

Distributions to Shareholders:

 

 

    Net Investment Income

                    -

                     -

    Realized Gains

   (2,147,208)

     (2,136,520)

    Total Distributions Paid to Shareholders

   (2,147,208)

     (2,136,520)

 

 

 

 

Capital Share Transactions

         472,422

   (16,906,744)

 

 

 

 

Total Decrease in Net Assets

   (2,734,008)

   (18,927,699)

 

 

 

 

Net Assets:

 

 

 

Beginning of Period

    32,555,421

      51,483,120

 

 

 

 

End of Period (Including Undistributed Net Investment Loss of $(393,118) and $(220,620), respectively)

$  29,821,413

$    32,555,421

 

 

 

 

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

 

 





 

 

 

 

Baldwin Fund

Statements of Changes in Net Assets

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Six Months

 

 

 

Ended

Year Ended

 

 

12/31/2015

6/30/2015

Increase (Decrease) in Net Assets From Operations:

 

 

    Net Investment Income

$           9,102

$            74,440

    Net Realized Loss on Investments and Options

         (79,455)

           (96,001)

    Unrealized Depreciation on Investments and Options

         (39,321)

           (46,712)

    Net Decrease in Net Assets Resulting from Operations

       (109,674)

           (68,273)

 

 

 

 

Distributions to Shareholders:

 

 

    Net Investment Income

         (22,565)

           (75,176)

    Realized Gains

                    -

                      -

    Total Distributions Paid to Shareholders

         (22,565)

           (75,176)

 

 

 

 

Capital Share Transactions

         (52,475)

              80,237

 

 

 

 

Total Decrease in Net Assets

       (184,714)

           (63,212)

 

 

 

 

Net Assets:

 

 

 

Beginning of Period

      3,431,715

         3,494,927

 

 

 

 

End of Period (Including Undistributed Net Investment Income of $900 and $14,363, respectively)

$    3,247,001

$       3,431,715

 

 

 

 

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

 

 





 

 

 

 

 

 

 

 

 

 

 

 

Value Fund - Investor Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

 

 

Ended

 

Years Ended

 

 

12/31/2015

 

6/30/2015

 

6/30/2014

 

6/30/2013

6/30/2012

 

6/30/2011

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$          14.17

 

$     14.76

 

$     13.38

 

$     11.71

$     11.59

 

$       8.40

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) From Investment Operations:

 

 

 

 

 

 

 

 

 

 

  Net Investment Income (Loss) *

            (0.08)

 

      (0.14)

 

      (0.08)

 

         0.02

         0.00

(c)

      (0.01)

  Net Gain (Loss) on Securities (Realized and Unrealized)

            (0.40)

 

         0.15

 

         2.42

 

         2.59

         0.23

 

         3.20

     Total from Investment Operations

            (0.48)

 

         0.01

 

         2.34

 

         2.61

         0.23

 

         3.19

 

 

 

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

 

 

 

  Net Investment Income

                      -

 

                -

 

                -

 

      (0.01)

                -

 

                -

  Realized Gains

            (0.97)

 

      (0.60)

 

      (0.96)

 

      (0.93)

      (0.11)

 

                -

     Total from Distributions

            (0.97)

 

      (0.60)

 

      (0.96)

 

      (0.94)

      (0.11)

 

                -

 

 

 

 

 

 

 

 

 

 

 

 

Redemption Fees ***

                      -

 

                -

(c)

                -

(c)

                -

                -

 

                -

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$          12.72

 

$     14.17

 

$     14.76

 

$     13.38

$     11.71

 

$     11.59

 

 

 

 

 

 

 

 

 

 

 

 

Total Return **

         (3.43)%

(b)

   (0.06)%

 

17.60%

 

24.00%

2.10%

 

37.98%

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$         19,438

 

$   19,957

 

$   24,572

 

$   12,010

$     8,703

 

$     9,008

  Ratio of Expenses to Average Net Assets

1.49%

(a)

1.49%

 

1.49%

 

1.49%

1.49%

 

1.49%

  Ratio of Net Investment Income (Loss) to Average Net Assets

         (1.08)%

(a)

   (0.95)%

 

   (0.54)%

 

0.17%

   (0.02)%

 

   (0.07)%

  Portfolio Turnover

22.83%

(b)

22.93%

 

81.29%

 

73.76%

43.48%

 

52.38%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* 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) Annualized

 

 

 

 

 

 

 

 

 

 

 

(b) Not Annualized

 

 

 

 

 

 

 

 

 

 

(c)  Amount calculated is less that $0.005

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 





 

 

 

 

 

 

 

 

 

 

Value Fund - Class C

Financial Highlights

Selected data for a share outstanding throughout each period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

Period

 

 

 

Ended

 

Years Ended

Ended

 

 

 

12/31/2015

 

6/30/2015

6/30/2014

6/30/2013

6/30/2012

6/30/2011

***

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$           13.64

 

$     14.33

$     13.11

$     11.57

$     11.52

$       9.32

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) From Investment Operations:

 

 

 

 

 

 

 

 

  Net Investment Loss *

            (0.12)

 

      (0.24)

      (0.18)

      (0.07)

      (0.09)

      (0.07)

 

  Net Gain (Loss) on Securities (Realized and Unrealized)

            (0.39)

 

         0.15

         2.36

         2.54

         0.24

         2.27

 

     Total from Investment Operations

            (0.51)

 

      (0.09)

         2.18

         2.47

         0.15

         2.20

 

 

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

 

  Net Investment Income

                       -

 

                -

                -

                -

                -

                -

(c)

  Realized Gains

            (0.97)

 

      (0.60)

      (0.96)

      (0.93)

      (0.11)

                -

 

     Total from Distributions

            (0.97)

 

      (0.60)

      (0.96)

      (0.93)

      (0.11)

                -

 

 

 

 

 

 

 

 

 

 

 

Redemption Fees ****

                       -

 

                -

                -

                -

                -

                -

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$           12.16

 

$     13.64

$     14.33

$     13.11

$     11.57

$     11.52

 

 

 

 

 

 

 

 

 

 

 

Total Return **

         (3.78)%

(b)

   (0.78)%

16.69%

23.06%

1.50%

23.66%

(b)

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$           3,610

 

$     3,728

$     3,281

$     1,458

$     1,908

$     3,102

 

  Ratio of Expenses to Average Net Assets

2.24%

(a)

2.24%

2.24%

2.24%

2.24%

2.22%

(a)

  Ratio of Net Investment Loss to Average Net Assets

         (1.83)%

(a)

   (1.71)%

   (1.30)%

   (0.62)%

   (0.77)%

   (0.80)%

(a)

  Portfolio Turnover

22.83%

(b)

22.93%

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 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) Annualized

 

 

 

 

 

 

 

 

 

(b) Not Annualized

 

 

 

 

 

 

 

 

(c) Amount calculated is less than $0.005

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 





 

 

 

 

 

 

 

 

 

 

Value Fund - Institutional Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

Period

 

 

 

Ended

 

Years Ended

Ended

 

 

 

12/31/2015

 

6/30/2015

6/30/2014

6/30/2013

6/30/2012

6/30/2011

***

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$         14.24

 

$         14.79

$         13.38

$         11.70

$         11.58

$          10.09

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) From Investment Operations:

 

 

 

 

 

 

 

 

  Net Investment Income (Loss) *

           (0.06)

 

           (0.10)

           (0.05)

             0.05

             0.03

              0.02

 

  Net Gain (Loss) on Securities (Realized and Unrealized)

           (0.40)

 

             0.15

             2.42

             2.60

             0.22

              1.50

 

     Total from Investment Operations

           (0.46)

 

             0.05

             2.37

             2.65

             0.25

              1.52

 

 

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

 

  Net Investment Income

 -

 

 -

 -

           (0.03)

           (0.02)

            (0.03)

 

  Realized Gains

           (0.97)

 

           (0.60)

           (0.96)

           (0.94)

           (0.11)

                   -

 

     Total from Distributions

           (0.97)

 

           (0.60)

           (0.96)

           (0.97)

           (0.13)

            (0.03)

 

 

 

 

 

 

 

 

 

 

 

Redemption Fees ****

                     -

 

                     -

                     -

                     -

                     -

                      -

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$         12.81

 

$         14.24

$         14.79

$         13.38

$         11.70

$          11.58

 

 

 

 

 

 

 

 

 

 

 

Total Return **

        (3.26)%

(b)

0.21%

17.83%

24.40%

2.28%

15.07%

(b)

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$          6,773

 

$         8,870

$        23,630

$         4,893

$         2,132

$             329

 

  Ratio of Expenses to Average Net Assets

1.24%

(a)

1.24%

1.24%

1.24%

1.24%

1.22%

(a)

  Ratio of Net Investment Income (Loss) to Average Net Assets

        (0.82)%

(a)

        (0.69)%

        (0.31)%

0.42%

0.22%

0.26%

(a)

  Portfolio Turnover

22.83%

(b)

22.93%

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.

 

 

 

 

 

 

 

 





 

 

 

 

 

 

 

 

 

Baldwin Fund

Financial Highlights

Selected data for a share outstanding throughout each period.

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

 

 

 

Ended

 

Years Ended

 

 

12/31/2015

 

6/30/2015

6/30/2014

6/30/2013

6/30/2012

6/30/2011

 

 

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$            7.33

 

$            7.64

$           7.44

$           7.78

$           8.48

$           8.53

 

 

 

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

 

 

 

  Net Investment Income *

              0.02

 

              0.16

             0.14

             0.13

             0.06

             0.15

  Net Gain (Loss) on Securities (Realized and Unrealized)

               (0.26)

 

            (0.31)

             0.19

          (0.37)

          (0.57)

             0.44

     Total from Investment Operations

            (0.24)

 

            (0.15)

             0.33

          (0.24)

          (0.51)

             0.59

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

  Net Investment Income

               (0.05)

 

            (0.16)

          (0.13)

          (0.10)

          (0.09)

          (0.12)

  Realized Gains

                      -

 

                      -

                     -

                     -

          (0.10)

          (0.52)

     Total from Distributions

               (0.05)

 

            (0.16)

          (0.13)

          (0.10)

          (0.19)

          (0.64)

 

 

 

 

 

 

 

 

 

Redemption Fees ***

                      -

 

                      -

                     -

                     -

                     -

                     -

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$            7.04

 

$            7.33

$           7.64

$           7.44

$           7.78

$           8.48

 

 

 

 

 

 

 

 

 

Total Return **

         (3.29)%

(b)

         (1.95)%

          4.51%

       (3.07)%

       (6.08)%

          7.10%

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$           3,247

 

$           3,432

$         3,495

$         3,535

$         3,807

$         4,038

Before Reimbursement:

 

 

 

 

 

 

 

  Ratio of Expenses to Average Net Assets

4.90%

(a)

4.62%

4.17%

4.27%

4.23%

4.47%

  Ratio of Net Investment Income (Loss) to Average Net Assets

         (2.61)%

(a)

         (0.72)%

       (0.62)%

       (0.85)%

       (1.76)%

       (0.99)%

After Reimbursement:

 

 

 

 

 

 

 

  Ratio of Expenses to Average Net Assets

1.75%

(a)

1.75%

1.75%

1.75%

1.75%

1.75%

  Ratio of Net Investment Income to Average Net Assets

0.54%

(a)

2.14%

1.80%

1.67%

0.72%

1.73%

  Portfolio Turnover

311.68%

(b)

660.84%

650.16%

463.44%

684.25%

759.21%

 

 

 

 

 

 

 

 

 

* 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.

 

 

 

 

 

(a) Annualized

 

 

 

 

 

 

 

 

(b) Not Annualized

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 



FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


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 and minimal initial investment required.  


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 their financial statements.  The Funds are an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies.


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 were no redemption fees collected for the Funds during the six months ended December 31, 2015.


Security Transaction Timing - Security transactions are recorded on the dates transactions are entered into (the trade dates).  Dividend income and distributions to shareholders are 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, accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Funds to analyze all open tax years, fiscal years 2012-2015, 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, 2015, the Funds did not have a liability for any unrecognized tax benefits.  The Funds have no examination in progress and are 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 for the Value Fund and quarterly for the Baldwin Fund.  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.


FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held.  Such fluctuations are included with the net realized and unrealized gain or loss from investments.


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 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.


Share class accountingInvestment income, common expenses and realized/unrealized gains (losses) on investments are allocated to the three classes of shares of the Fund on the basis of the daily net assets of each class.  Fees relating to a specific class are charged directly to that share class.


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:




?

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.


FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


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 stock, closed-end and exchange traded funds). 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.


Short term investments - Short term investments are valued using amortized cost, which approximates fair value.  These securities will be categorized in level 1 of the fair value hierarchy.


Derivative instruments (put and call options) – Options are valued at the last sales prices on the valuation date if the last sales price is between the closing bid and asked prices.  Otherwise, options are valued at the closing bid price.  These securities will be categorized in level 2 of the fair value hierarchy if valued at other then closing price.


The following tables summarize the inputs used to value each Fund’s assets and liabilities measured at fair value as of December 31, 2015:


Value Fund

Financial Instruments - Assets

 

Level 1

Level 2

Level 3

Total

 

 

 

 

 

    Common Stocks

 $  11,925,418

$          -

$          -

 $  11,925,418

    Put Options

           2,120

-

-

           2,120

    Short-Term Investments

17,862,749

-

-

17,862,749

        Total

 $  29,790,287

$          -

$          -

 $  29,790,287


Baldwin Fund

Financial Instruments - Assets

 

Level 1

Level 2

Level 3

Total

   

 

 

 

 

    Common Stocks

$ 2,294,805

$          -

$          -

$ 2,294,805

    Closed End Mutual Fund

12,935

-

-

12,935

    Exchange Traded Funds

502,316

-

-

502,316

    Limited Partnership

24,855

-

-

24,855

    Put Options

189,957

-

-

189,957

    Short-Term Investments

550,037

-

-

550,037

        Total

 $ 3,574,905

$          -

$          -

 $ 3,574,905

 



Financial Instruments - Liabilities

 

Level 1

Level 2

Level 3

Total

    

 

 

 

 

    Call Options

 $   60,996

$          -

$          -

 $   60,996

        Total

 $   60,996

$          -

$          -

 $   60,996



FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


The Funds did not hold any Level 3 assets during the six months ended December 31, 2015. 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 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 six months ended December 31, 2015, Frank Capital earned management fees of $154,706 from the Value Fund.  As of December 31, 2015, the Value Fund owed Frank Capital $25,938 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 six months ended December 31, 2015 the Value Fund accrued $39,068 in administrative fees.  At December 31, 2015, the Value Fund owed $6,550 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 six months ended December 31, 2015, LBC earned a fee of $7,568 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 waived and reimbursed the Baldwin Fund $52,942 for expenses during the six months ended December 31, 2015. As of December 31, 2015, the LBC owed the Baldwin Fund $17,361 in reimbursement fees.  At June 30, 2015, the amounts subject to future recoupment are as follows:


  Fiscal Year Ended  Recoverable Through  Amount

 June 30, 2013                           June 30, 2016

                          $  93,594

 June 30, 2014                           June 30, 2017

                          $  84,975

 June 30, 2015                           June 30, 2018

                          $  99,544


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 six months ended December 31, 2015, LBC was paid $15,038 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 six months ended December 31, 2015, were $30,246.  At December 31, 2015, the Baldwin Fund owed $246 in administrative fees to Frank Capital.  LBC acts as the distributor of the Baldwin Fund.  At December 31, 2015, the Adviser owed the Fund $2,773.    


FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


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 December 31, 2015, was $28,809,029 and $4,133,256 for the Value Fund and the Baldwin Fund, respectively.  Transactions in capital were as follows:


Value Fund – Investor Class

July 1, 2015 through December 31, 2015

July 1, 2014 through June 30, 2015

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

281,155

$      3,938,052

245,816

$      3,571,818

Shares reinvested

92,408

1,184,673

55,354

813,153

Redemption Fees

-

-

-

-

Shares redeemed

    (253,489)

    (3,551,093)

    (558,488)

 (8,061,583)

    Net Increase (Decrease)

       120,074

$     1,571,632

     (257,318)

$   (3,676,612)


Value Fund – Class C

July 1, 2015 through December 31, 2015

July 1, 2014 through June 30, 2015

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

22,200

$    298,624

82,845

$  1,159,565

Shares reinvested

18,835

230,728

10,252

145,569

Shares redeemed

  (17,408)

   (234,592)

  (48,781)

    (675,441)

    Net Increase

     23,627

$    294,760

     44,316

$     629,693


Value Fund – Institutional Class

July 1, 2015 through December 31, 2015

July 1, 2014 through June 30, 2015

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

243,648

$     3,424,610

244,016

$       3,571,503

Shares reinvested

35,761

461,323    

65,554

966,926    

Shares redeemed

  (373,329)

   (5,279,903)

  (1,284,569)

    (18,398,254)

    Net Increase (Decrease)

     (93,920)

$  (1,393,970)

     (974,999)

$  (13,859,825)


Baldwin Fund

July 1, 2015 through December 31, 2015

July 1, 2014 through June 30, 2015

 

 

 

 

 

 

Shares

Amount

Shares

Amount

Shares sold

7,320

$    53,050

26,083

$  195,421

Shares reinvested

2,663

18,885

8,523

63,244

Shares redeemed

  (17,203)

 (124,410)

  (24,060)

 (178,428)

    Net Increase (Decrease)

    (7,220)

$ (52,475)    

     10,546

$    80,237    


Note 7. Options


Value Fund


As of December 31, 2015, the Value Fund held put options valued at $0.


Transactions in put options purchased during the six months ended December 31, 2015, were as follows:

 

Number of

 

Premiums

 

Contracts

 

Paid

Options outstanding at June 30, 2015

50,400  

 

        $            6,589

Options purchased

280,500

 

8,156

Options expired

(240,160)

 

(4,523)

Options terminated

           (240)

 

         (3,724)

Options outstanding December 31, 2015  

         90,500        

 

$          6,498          


Realized and unrealized gains and losses on derivatives contracts entered into during the six months ended December 31, 2015, by the Value Fund are recorded in the following locations in the Statement of Operations:







 

Realized

Unrealized

 

Location

Gain/(Loss)

Location

Gain/(Loss)

Options

Realized Loss

 

Change in Unrealized

 

Written and

on Options

$    (11,655)

Appreciation/(Depreciation)

$2,211

Purchased

 

 

on Options

 



FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


Baldwin Fund


As of December 31, 2015, the Baldwin Fund had outstanding written call options valued at $60,996.


Transactions in written call options during the six months ended December 31, 2015, were as follows:


 

Number of

 

Premiums

 

Contracts

 

Received

Options outstanding at June 30, 2015

442

 

$      103,516

Options written

2,116

 

443,310

Options exercised

(503)

 

(186,426)

Options expired

(964)

 

(130,469)

Options terminated in closing purchase transaction

           (819)

 

         (159,749)

Options outstanding at December 31, 2015

              272

 

$      70,182


As of December 31, 2015, the Baldwin Fund held put options valued at $189,957.


Transactions in call and put options purchased during the six months ended December 31, 2015, were as follows:


 

Number of

 

Premiums

 

Contracts

 

Paid

Options outstanding at June 30, 2015

 307  

 

$     158,641

Options purchased

1,576

 

543,501

Options exercised

(540)

 

(192,151)

Options expired

(415)

 

(68,978)

Options terminated

         (560)

 

  (257,962)

Options outstanding at December 31, 2015  

            368

 

$  183,051


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

$60,996

Investments in Securities

$189,957


Realized and unrealized gains and losses on derivatives contracts entered into during the six months ended December 31, 2015, by the Baldwin Fund are recorded in the following locations in the Statement of Operations:


 

Realized

Unrealized

 

Location

Gain/(Loss)

Location

Gain/(Loss)

Options

Realized Loss

 

Change in Unrealized

 

Written and

on Options

$94,372

Appreciation/(Depreciation)

$(24,594)

Purchased

 

 

on Options

 


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.


FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


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 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 six months ended December 31, 2015, purchases and sales of investment securities other than U.S. Government obligations, and short-term investments for the Value Fund aggregated $3,364,863 and $9,096,070, respectively.  Purchases and sales of options for the Value Fund aggregated $8,155 and $0, respectively.   


For the six months ended December 31, 2015, purchases and sales of investment securities other than U.S. Government obligations, and short-term investments for the Baldwin Fund aggregated $9,847,935 and $10,159,295, respectively.  Purchases and sales of options purchased for the Baldwin Fund aggregated $505,491 and $388,868, respectively.  Purchases and sales of options written for the Baldwin Fund aggregated $310,633 and $463,708, respectively.


Note 9. Tax Matters

Each Funds' tax basis capital gains and losses and undistributed ordinary income are determined only at the end of each fiscal year.  For tax purposes, at June 30, 2015, the following represents the tax basis capital gains and losses and undistributed ordinary income:



Value Fund

Baldwin Fund

 

 

 

Undistributed ordinary income

$        41,762

$         14,363

 

 

 

Undistributed realized capital gain (loss)

  $   1,387,668

$                   -

 

 

 

Short-term capital loss carryforward no expiration +

$                  -

$     (524,703)

Long-term capital loss carryforward no expiration +

                   -

         (45,876)

       Total

$                  -

$     (570,579)

 

 

 

Post-October capital loss deferrals realized between 11/1/2014 and 6/30/2015 *

$                  -

$         63,929


As of December 31, 2015, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows:



Value Fund

Baldwin Fund

 

 

 

Gross unrealized appreciation on investment securities

$   2,614,360

$         95,188

Gross unrealized depreciation on investment securities

  (1,618,409)

       (246,377)

Net unrealized appreciation (depreciation) on investment securities

$      995,951

$     (151,189)

 

 

 

Cost of investment securities, including Short Term investments **

$ 28,794,365

$     3,735,280


*These deferrals are considered incurred in the subsequent year.


FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


** 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.


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 Funds. In general, some provisions of the Act, not including the changes to capital loss carryforwards, are effective for the Funds’ 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 Funds’ 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 six months ended December 31, 2015 and year ended June 30, 2015 were as follows:


Value Fund

 

 

 

 

Periods Ended

 

$ Amount

 

Tax Character

 

 

Investor Class

 

 

12/31/2015

 

$          494,433

 

Short-term capital gain

12/31/2015

 

$          903,291

 

Long-term capital gain

6/30/2015

 

$          125,332

 

Short-term capital gain

6/30/2015

 

$          823,008

 

Long-term capital gain

 

 

 

 

 

 

 

Class C

 

 

12/31/2015

 

$            95,482

 

Short-term capital gain

12/31/2015

 

$          174,439

 

Long-term capital gain

6/30/2015

 

$            20,498

 

Short-term capital gain

6/30/2015

 

$          134,604

 

Long-term capital gain

 

 

 

 

 

 

 

Institutional Class

 

 

12/31/2015

 

$          169,641

 

Short-term capital gain

12/31/2015

 

$          309,922

 

Long-term capital gain

6/30/2015

 

$          136,532

 

Short-term capital gain

6/30/2015

 

$          896,546

 

Long-term capital gain

 

 

 

 

 

 

 

 

 

 

Baldwin Fund

 

 

 

 

Periods Ended

 

$ Amount

 

Tax Character

12/31/2015

 

$            22,565

 

 

6/30/2015

 

$            75,176

 

Ordinary income


For the six months ended December 31, 2015, the tax character of the distributions paid were as follows:


 

       Value Fund

              Baldwin Fund

Distributions paid from:

 

 

     Ordinary Income

$               -

$22,565

     Realized Gains

$2,147,208

$          -

          Total Distributions Paid

$2,147,208

$22,565


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 December 31, 2015, NFS, LLC owned approximately 89.06% of the Baldwin Fund, for the benefit of others, and may be deemed to control the Baldwin Fund.  As of December 31, 2015, NFS, LLC owned approximately 67.82% of the Value Fund, for the benefit of others, and may be deemed to control the Value Fund.


FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2015 (UNAUDITED)


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 six months ended December 31, 2015, the Investor Class accrued $24,591 in distribution fees and Class C accrued $18,710 in distribution fees.  At December 31, 2015, the Value Fund owed $24,888 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 six months ended December 31, 2015, the Baldwin Fund accrued $16,819 in 12b-1 fees. At December 31, 2015, the Baldwin Fund owed $2,773 in distribution fees.






Frank Funds

Expense Illustration

December 31, 2015 (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 July 1, 2015 through December 31, 2015.


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 Value Fund - Institutional Class

 

 

 

 

 

 

 

 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

July 1, 2015

December 31, 2015

July 1, 2015 to December 31, 2015

 

 

 

 

Actual

$1,000.00

$967.37

$6.15

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,018.95

$6.31

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.24%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

 

 

 

 

Frank Funds

 

Expense Illustration

 

December 31, 2015 (Unaudited)


Frank Value Fund - Class C

 

 

 

 

 

 

 

 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

July 1, 2015

December 31, 2015

July 1, 2015 to December 31, 2015

 

 

 

 

Actual

$1,000.00

$962.24

$11.08

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,013.91

$11.37

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 2.24%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

 

 

 

 

 

 

 

Frank Value Fund - Investor Class

 

 

 

 

 

 

 

 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

July 1, 2015

December 31, 2015

July 1, 2015 to December 31, 2015

 

 

 

 

Actual

$1,000.00

$965.74

$7.38

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,017.69

$7.58

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.49%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).


Leigh Baldwin

 

 

 

 

 

 

 

 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

July 1, 2015

December 31, 2015

July 1, 2015 to December 31, 2015

 

 

 

 

Actual

$1,000.00

$967.10

$8.68

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,016.38

$8.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

    

 

 



FRANK  FUNDS

BOARD OF TRUSTEES

DECEMBER 31, 2015 (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,

781 Crandon Blvd., Unit 602

Key Biscayne, FL 33149

Age: 36

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

781 Crandon Blvd., Unit 602

Key Biscayne, FL 33149

Age: 31

Trustee since January 2010.

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

Andrea Nitta

781 Crandon Blvd., Unit 602

Key Biscayne, FL 33149

Age: 33

Trustee since January 2010.

Assistant Controller, Radiology Affiliates Imaging, March 2015 to November 2015; Senior Accountant, Security Atlantic Mortgage / REMM, mortgage company, May 2006 to March 2015.




FRANK  FUNDS

BOARD OF TRUSTEES

DECEMBER 31, 2015 (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


781 Crandon Blvd., Unit 602

Key Biscayne, FL 33149


Age: 34

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


781 Crandon Blvd., Unit 602

Key Biscayne, FL 33149


Age: 46

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

DECEMBER 31, 2015 (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.


 





Board of Trustees

Brian J. Frank

Jason W. Frey

Andrea Nitta

Hemanshu Patel


Investment Advisers

Frank Capital Partners, LLC

781 Crandon Blvd., Unit 602

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.  Not applicable.


Item 3. Audit Committee Financial Expert.  Not applicable.


Item 4. Principal Accountant Fees and Services.  Not applicable.


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.  Not applicable.


(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: February 23, 2016


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 February 23, 2016