UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-04605 First Financial Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen C. Miller 2344 Spruce Street, Suite A Boulder, CO 80302 (Name and address of agent for service) Registrant's telephone number, including area code: (303) 444-5483 Date of fiscal year end: March 31 Date of reporting period: July 1, 2006 - June 30, 2007 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 (ss.ss. 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 roles. 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. ss. 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2006 TO JUNE 30, 2007 Matter Proposed by Vote Vote For Shareholder Issuer Cast (For or Ticker Meeting Record Meeting Description of Matter to be or (Yes or Against Name of Issuer Symbol CUSIP Date Date Type Voted On Holder or No) Against) Mngmnt Capitol One To approve and adopt Financial the agreement and Corporation COF 14040H105 8/22/06 7/7/06 Special 1 plan of merger Issuer Yes For For To approve adjournment of the special meeting; to solicit additional 2 proxies Issuer Abstain Abstain Abstain New England Bancshares, Election of two (2) Inc. NEBS 643863202 8/10/06 6/16/06 Annual 1 directors Issuer Yes For For Approval of Equity 2 incentive plan Issuer Yes Against Against Ratification of Shatwell, Macleod & Company, PC as independent auditors 3 for 2007 Issuer Yes For For Carver Election of three (3) Bancorp, Inc. CARV 146875109 9/12/06 7/25/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of KPMG LLP as independent 2 auditors for 2007 Issuer Yes For For Approve the adoption of the 2006 stock 3 incentive plan. Issuer Yes Against Against Approve merger w/ & into AHL Acquisition, LLC & wholly owned Aames subsidiary of Investment Accredited Home Corporation AIC 00253G108 9/14/06 8/1/06 Special 1 Lenders Holding Co. Issuer Yes For For Approve Adjournments or postponements of the special meeting, to permit further solicitation of proxies if there are not sufficient votes 2 to approve item 1 Issuer No Abstain Abstain Transact such other business or 3 adjournment of meeting Issuer No Abstain Abstain Great Lakes Election of four (4) Bancorp, Inc. GLK 390914109 10/17/06 9/1/06 Annual 1 directors Issuer Yes For For Americredit Election of two (2) Corp. ACF 03060R101 10/25/06 9/1/06 Annual 1 directors Issuer Yes For For Proposal related to electing directors by 2 majority vote Holder Yes Against For Jefferson Bancshares, Election of three (3) Inc. JFBI 472375104 10/26/06 8/31/06 Annual 1 directors Issuer Yes For For Ratification of Craine, Thompson & Jones as Independent register Public Accounting Firm for 2 YE 2007 Issuer Yes For For Election of three (3) K-Fed Bancorp KFED 48246S101 10/24/06 8/31/06 Annual 1 directors Issuer Yes For For Ratification of Crowe Chizek and Co. LLP as accounting firm for 2 YE 6/07 Issuer Yes For For Georgetown Election of two (2) Bancorp, Inc. GTWN 372590109 10/24/06 9/19/06 Annual 1 directors Issuer Yes For For Ratification of Wolf & Co PC as accounting 2 firm for YE 6/07 Issuer Yes For For Royal Financial, Election of two (2) Inc. RYFL 78027P109 10/25/06 9/15/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Crow, Chizek & Co., LLC as independent accountants for YE 2 6-30-07 Issuer Yes For For Legacy Approval of 2006 Bancorp, Inc. LEGC 52463G105 11/1/06 9/15/06 Special 1 equity incentive plan Issuer Yes For For Adoption of the Agreement & Plan of Merger, dated 6/30/06 between Unionbancorp, Unionbancorp, Inc. & Centrue Inc. UBCD 908908106 11/9/06 9/22/06 Special 1 Financial Corp. Issuer Yes For For Approve to Adjourn meeting in the event that an insufficient number of shares is present in person or by proxy to adopt 2 merger agreement Issuer Abstain Abstain Abstain HF Financial Election of two (2) Corp. HFFC 404172108 11/15/06 9/20/06 Annual 1 directors Issuer Yes For For Ratification of the amendment to 2002 stock option & 2 incentive plan Issuer Yes For For Provident Financial Election of two (2) Holdings, Inc PROV 743868101 11/21/06 9/27/06 Annual 1 directors Issuer Yes For For Ratification of appointment of Deloitte & Touche LLP as independent auditors for YE 2 6-30-07 Issuer Yes For For Adopt 2006 equity 3 Incentive Plan Issuer Yes For For Approval of merger on terms & conditions set forth in agreement & plan of Mortgageit reorganization, dated Holdings, Inc. MHL 61915Q108 11/30/03 10/13/06 Special 1 7/11/06 Issuer Yes For For Grant Discretionary Authority to Adjourn the special meeting to permit further solicitation of 2 proxies Issuer Abstain Abstain Abstain Election for twelve Sterling Bank STNJ 858910102 12/12/06 10/26/06 Annual 1 (12) directors Issuer Yes For For Approve acquisition plan dated 4/26/06, reorganize and become a newly-formed holding company called Sterling 2 Banks, Inc. Issuer Yes For For Approve 2006 Employee 3 stock option plan Issuer Yes For For Approval of proposal to give board of directors discretion to vote upon any other matters, including motion to adjourn meeting to solicit additional 4 proxies Issuer Yes For For Redwood Election for one (1) Financial, Inc. REDW 757903109 12/13/06 10/19/06 Annual 1 director Issuer Yes For For Proposal to approve agreement and plan of reorganization, dated July 18, 06 between Prosperity Texas United Bancshares, Inc. and Bancshares, Texas United Inc. TXUI 882838105 12/14/06 10/26/06 Special 1 Bancshares Inc. Issuer Yes For For Approval of issuance of shares of Bancshares common stock in connection with merger of Old Florida Bancshares, Inc. with and into Bancshares pursuant to an agreement of Bancshares of plan of merger dated Florida, Inc. BOFL 05976U102 12/20/06 10/27/06 Special 1 August, 28, 2006 Issuer Yes For For Approval of an amendment to Bancshare's restated articles of incorporation whereby the corporate name shall be changed to Bank of Florida 2 Corporation. Issuer Yes For For Adjournment of the special mtg to solicit additional proxies in the event there are not sufficient votes to 3 approve proposal 1 & 2 Issuer Yes For For Summit Bank Approve plan of Corporation SBGA 866013105 12/29/06 11/24/06 Special 1 merger dated 9-18-06 Issuer Yes For For Consider proposal to adjourn the special meeting to solicit additional proxies in the event the company does not have sufficient votes to approve merger 2 agreement Issuer Abstain Abstain Abstain Home Federal Election for two (2) Bancorp, Inc HOME 43709A101 1/16/07 11/29/06 Annual 1 directors Issuer Yes For For Ratification of appointment of Moss Adams LLP as Independent Auditor 2 for YE 9-30-07 Issuer Yes For For Perpetual Federal Election for three Savings Bank PFOH 71473109 1/17/07 11/20/06 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Crowe, Chizek & Co., LLP as Independent Auditor 2 for YE 9-30-07 Issuer Yes For For Bankunited Election for three Financial Corp. BKUNA 06652B103 1/23/07 12/1/07 Annual 1 (3) directors Issuer Yes For For Approval of 2007 Stock Award Incentive 2 Plan Issuer Yes Against Against Approval of Amendment to articles of incorporation to increase authorized 3 class A common shares Issuer Yes Against Against Liberty Election for two (2) Bancorp, Inc. LBCP 53017Q102 2/5/07 12/15/06 Annual 1 directors Issuer Yes For For Approval of the Liberty Bancorp, Inc. 2007 Equity Incentive 2 Plan Issuer Yes Against Against Approval and adoption First Federal of agreement and plan Bancshares, of reorganization, Inc. FFBI 32021B103 2/16/07 1/5/07 Special 1 sated 11/3/06 Issuer Yes Against Against Approval of adjournment of special meeting, for purpose of solicitation of additional proxies to approve agreement and 2 plan of reorganization Issuer Abstain Abstain Abstain American Bancorp of New Election for two (2) Jersey, Inc. ABNJ 02407E104 2/27/07 1/8/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Crowe, Chizek and Company, LLC as auditors for 2 YE 9/30/07 Issuer Yes For For Charter Financial Election for two (2) Corporation CHFN 16122M100 2/28/07 1/12/07 Annual 1 directors Issuer Yes For For ECB Bancorp, Election for three Inc. ECBE 268253101 4/17/07 3/1/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Dixon Hughes PLLC as accounting firm for 2 YE 2007 Issuer Yes For For First Indiana Election for three Corporation FINB 32054R108 4/18/07 2/9/07 Annual 1 (3) directors Issuer Yes For For Cardinal State Election for five (5) Bank CSNC 141546101 4/18/07 2/16/07 Annual 1 directors Issuer Yes For For Re-approve agreement and plan of reorganization and share exchange and the transactions contemplated by the 2 agreement Issuer Yes For For Proposal to approve 2 additional 3 directorships Issuer Yes For For Ratification of appointment of Elliott Davis PLLC as 4 auditors for YE 2007 Issuer Yes For For River Valley Election for one (1) Bancorp RIVR 768475105 4/18/07 2/23/07 Annual 1 directors Issuer Yes For For United Financial Election for three Bancorp, Inc. UBNK 91030R103 4/19/07 3/5/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Grant Thornton LLP as accounting firm for 2 YE 12/31/07 Issuer Yes For For Eastern Virginia Election for ten (10) Bankshares, Inc EVBS 277196101 4/19/07 3/7/07 Annual 1 directors Issuer Yes For For Approve 2007 equity 2 compensation plan Issuer Yes Against Against Cardinal Financial Election for five (5) Corporation CFNL 14149F109 4/20/07 3/6/07 Annual 1 directors Issuer Yes For For Ratification of appointment of KPMG LLP as auditors for 2 YE 2007 Issuer Yes For For TIB Financial Election for four (4) Corp. TIBB 872449103 4/24/07 2/28/07 Annual 1 directors Issuer Yes For For Centrue Financial Election for four (4) Corporation TRUE 15643B106 4/24/07 3/1/07 Annual 1 directors Issuer Yes For For Approve the amended and restated 2003 2 stock option plan Issuer Yes Against Against UMB Financial Election for five (5) Corporation UMBF 902788102 4/24/07 3/1/07 Annual 1 directors Issuer Yes For For Ratify Deloitte & Touche as auditors 2 for 2007 Issuer Yes For For Ameriserv Election for five (5) Financial, Inc. ASRV 03074A102 4/24/07 3/2/07 Annual 1 directors Issuer Yes For For Waiver of director age restriction with respect to 2 non-executive chairman Issuer Yes For For CFS Bancorp, Election for two (2) Inc CITZ 12525D102 4/24/07 3/2/07 Annual 1 directors Issuer Yes For For Ratification of appointment of BKD, LLP as accounting 2 firm for YE 2007 Issuer Yes For For SCBT Financial Election for six (6) Corporation SCBT 78401V102 4/24/07 3/6/07 Annual 1 directors Issuer Yes For For Ratification of appointment of JW Hunt and Company, LLP as auditors for YE 2 2007 Issuer Yes For For Republic First Election for three Bancorp, Inc FRBK 760416107 4/24/07 3/13/07 Annual 1 (3) directors Issuer Yes For For State Bancorp, Election for five (5) Inc STBC 855716106 4/24/07 3/16/07 Annual 1 directors Issuer Yes For For The PNC Financial Services Election for eighteen Group, Inc. PNC 693475105 4/24/07 2/28/07 Annual 1 (18) directors Issuer Yes For For Approval of executive 2 incentive bonus plan Issuer Yes Against Against Ratification of appointment of PWC LLP as auditors for 3 2007 Issuer Yes For For Downey Election for four (4) Financial Corp. DSL 261018105 4/25/07 2/26/07 Annual 1 directors Issuer Yes For For appointment of KPMG LLP as auditors for 2 YE 2007 Issuer Yes For For Election for three Signature Bank SBNY 82669G104 4/25/07 3/1/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of KPMG, LLP as accounting 2 firm for YE 2007 Issuer Yes For For Firstfed Election for two (2) Financial Corp. FED 337907109 4/25/07 3/5/07 Annual 1 directors Issuer Yes For For Approval of executive 2 incentive bonus plan Issuer Yes Against Against Ratification of appointment of Grant Thornton LLP as 3 auditors for 2007 Issuer Yes For For Platinum Underwriters Election for nine (9) Holdings, Ltd. PTP G7127P100 4/25/07 3/9/07 Annual 1 directors Issuer Yes For For Ratification of appointment of KPMG LLP as auditors for 2 YE 2007 Issuer Yes For For Capital One Financial Election for three Corporation COF 14040H105 4/26/07 2/28/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Ernst & Young LLP as independent auditors 2 for YE 2007 Issuer Yes For For Approval of amended and restated certificate of incorporation to permit amendment of bylaws to adopt majority voting for the election of 3 directors Issuer Yes For For Advisory vote on 4 executive compensation Holder Yes For Against BCB Bancorp, Election for three Inc BCBP 055298103 4/26/07 3/5/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Beard Miller Company, LLP as accounting firm 2 for YE 2007 Issuer Yes For For Bank of Florida Election for eleven Corporation BOFL 062128103 4/26/07 3/6/07 Annual 1 (11) directors Issuer Yes For For Ratification of appointment of Hacker, Johnson & Smith PA as auditors 2 for YE 2007 Issuer Yes For For Adjournment of annual meeting to solicit additional proxies in the event there are not sufficient vote to approve proposals 3 1 or 2 Issuer Abstain Abstain Abstain Fidelity Southern Election for nine (9) Corporation LION 316394105 4/26/07 3/8/07 Annual 1 directors Issuer Yes For For LSB Election of two (2) Corporation LSBX 50215P100 5/1/07 3/2/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Wolf & Company PC as accounting firm for 2 YE 2007 Issuer Yes For For Aspen Insurance Election for thirty Holdings AHL G05384105 5/2/07 3/8/07 Annual 1 (30) directors Issuer Yes For For Re-elect class I 2 director Issuer Yes For For Re-elect class II 3 director Issuer Yes For For Amend non-employee director stock option 4 plan Issuer Yes Against Against Appoint KPMG Audit PLC, London as 5 accounting firm Issuer Yes For For (No proposal listed 6 on proxy) Authorize directors of Aspen Insurance UK Limited to allot 7 shares Issuer Yes Against Against Re-appoint KPMG Audit PLC, as auditor of Aspen Insurance UK 8 Limited Issuer Yes For For (No proposal listed 9 on proxy) Authorize directors of Aspen Insurance UK Services Limited to 10 allot shares Issuer Yes Against Against Authorize re-appointment of KPMG Audit PLC as auditor of Aspen 11 Insurance UK Limited Issuer Yes For For (No proposal listed 12 on proxy) Authorize directors of Aspen (UK) Holdings Limited to 13 allot shares Issuer Yes Against Against Authorize re-appointment of KPMG Audit PLC as auditor of Aspen (UK) 14 Holdings Issuer Yes For For (No proposal listed 15 on proxy) Authorize directors of Aiuk Trustees limited to allot 16 shares Issuer Yes Against Against Authorize appointment of KPMG Audit PLC as auditor of Aiuk 17 Trustees Limited Issuer Yes For For (No proposal listed 18 on proxy) Authorize appointment of KPMG as auditor of Aspen Insurance Limited for Fiscal YE 19 2007 Issuer Yes For For Rome Bancorp, Election for three Inc. ROME 77587P103 5/2/07 3/9/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Crowe, Chizek & Company as accounting firm for 2 YE 2007 Issuer Yes For For CRM Holdings Election for eleven Ltd CRMH G2554P103 5/2/07 3/20/07 Annual 1 (11) directors Issuer Yes For For (No proposal #2 listed only #1, #3 2 and #4-MM) Appoint Johnson Lambert & Co LLP as auditors for 2007 and to authorize board of directors to set 3 auditor fees Issuer Yes For For Approve 2007 stock 4 purchase plan Issuer Yes Against Against Iberiabank Election for five (5) Corporation IBKC 450828108 5/2/07 3/21/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Ernst & Young LLP as 2 auditors for YE 2007 Issuer Yes For For Northrim Election for eleven Bancorp, Inc. NRIM 666762109 5/3/07 3/8/07 Annual 1 (11) directors Issuer Yes For For Berkshire Hills Bancorp, Election for Four (4) Inc BHLB 084680107 5/3/07 3/15/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Wolf & Company as accounting 2 firm for YE 2007 Issuer Yes For For Max RE Capital Election of four (4) Ltd MXGL G6052F103 5/4/07 3/9/07 Annual 1 directors Issuer Yes For For Authorize election of W. Marston Becker to 2 the board of directors Issuer Yes For For Authorize approval of amendment to bye-laws to reduce number of 3 directors to 2 (two) Issuer Yes Against Against Approve changing name to Max Capital Group 4 Ltd. Issuer Abstain Abstain Abstain Approve changing name 5 to Max Bermuda Ltd. Issuer Abstain Abstain Abstain Ratification of appointment of KPMG Hamilton Bermuda as auditors for Max RE 6 Capital Ltd. for 2007 Issuer Yes For For Ratification of appointment of KPMG Hamilton Bermuda for Max RE Ltd as 7 auditors for 2007 Issuer Yes For For Metrocorp Bancshares, Election for four (4) Inc. MCBI 591650106 5/4/07 3/14/07 Annual 1 directors Issuer Yes For For Approval of 2007 stock awards and 2 incentive plan Issuer Yes Against Against Ratification of appointment of PWC LLP as accounting 3 firm for YE 2007 Issuer Yes For For Southcoast Financial Election for two (2) Corporation SOCB 84129R100 5/4/07 3/27/07 Annual 1 directors Issuer Yes For For Allied World Assurance Election for nineteen Company, Ltd. AWH G0219G203 5/8/07 3/12/07 Annual 1 (19) directors Issuer Yes For For Appoint Deloitte & Touche as auditors to serve until 2008 2 general meeting Issuer Yes For For Election for thirteen Bank of Marin BMRC 063431100 5/8/07 3/13/07 Annual 1 (13) directors Issuer Yes For For Approval of the formation of a bank 2 holding company Issuer Yes For For Approval of the bank of Marin 2007 equity 3 plan Issuer Yes For For Ratification of the board of directors' selection of 4 independent auditors Issuer Yes For For Election for seven FNB United Corp FNBN 302519103 5/8/07 3/22/07 Annual 1 (7) directors Issuer Yes For For Approval of amendment of 2003 stock incentive plan to 2 increase shares Issuer Yes Against Against Wright Bank & Election for twelve Trust WAIN 930705108 5/9/07 3/12/07 Annual 1 (12) directors Issuer Yes For For Election of clerk of 2 the bank Issuer Yes For For Ratification of the board of directors' selection of 3 independent auditors Issuer Yes For For Approval of the 2007 4 stock incentive plan Issuer Yes Against Against SI Financial Election for three Group, Inc. SIFI 78425W102 5/9/07 3/16/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Wolf & Company as accounting 2 firm for YE 2007 Issuer Yes For For Benjamin Franklin Election for four (4) Bancorp, Inc. BFBC 082073107 5/10/07 3/20/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Wolf & Company as accounting 2 firm for YE 2007 Issuer Yes For For Legacy Election for three Bancorp, Inc LEGC 52463G105 5/10/07 3/20/07 Annual 1 (3) directors Issuer Yes For For Ratification of appointment of Wolf & Company as accounting 2 firm for YE 2007 Issuer Yes For For Citizens Election for five (5) Community Bank CZWI 174532101 5/10/07 3/26/07 Annual 1 directors Issuer Yes For For Suffolkfirst Election for nine (9) Bank SUFB 864788104 5/10/07 4/2/07 Annual 1 directors Issuer Yes For For Arch Capital Election for nineteen Group Ltd. ACGL G0450A105 5/11/07 3/29/07 Annual 1 (19) directors Issuer Yes For For Approve long term incentive and share award plan as set forth in an appendix to and as described 2 in the proxy statement Issuer Yes Against Against Approve the employee incentive share purchase plan as set forth in an appendix to as described in 3 the proxy statement Issuer Yes Against Against (No proposal listed 4 on proxy) Appoint of PWC LLP as accounting firm for 5 YE 2007 Issuer Yes For For Fix the number of Directors to serve on First the board for the Community Bank ensuing year at Corp of America FCFL 31985E202 5/14/07 3/15/07 Annual 1 eleven (11). Issuer Yes For For Election for eight 2 (8) directors Issuer Yes For For Adjournment of the annual meeting to solicit additional proxies in the event there are not sufficient votes to 3 approve either item. Issuer Yes Against Against Election for four (4) Parkway Bank PKWY 70153M109 5/15/07 3/15/07 Annual 1 directors Issuer Yes For For Ratification of Dixon Hughes PLLC auditor 2 for 2007 Issuer Yes For For Connecticut Bank & Trust Election for five (5) Company CTBC 207546102 5/15/07 3/20/07 Annual 1 directors Issuer Yes For For Bankatlantic Election for four (4) Bancorp, Inc. BBY 065908501 5/15/07 3/20/07 Annual 1 directors Issuer Yes For For Great Lakes Election for four (4) Bancorp, Inc. GLK 390914109 5/15/07 3/30/07 Annual 1 directors Issuer Yes For For Amend Certificate of Incorporation to reduce the number of authorized shares of 2 common stock Issuer Yes For For Amend the restated 2002 stock option plan to remove 5 year vesting requirement for employees and grant the option committee the authority to set 3 vesting requirements Issuer Yes Against Against Valley Commerce Election for eight Bancorp VCBP 919518100 5/15/07 3/22/07 Annual 1 (8) directors Issuer Yes For For Approve the equity 2 incentive plan Issuer Yes Against Against Ratification of Perry-Smith LLP as 3 auditor for 2007 Issuer Yes For For Approve authority of proxy holders to adjourn meeting to solicit additional 4 proxies Issuer Abstain Abstain Abstain Dearborn Election for four (4) Bancorp, Inc DEAR 24242R108 5/15/07 3/23/07 Annual 1 directors Issuer Yes For For Approve an amendment to the articles of incorporation to increase authorized 2 common stock Issuer Yes For For Bank of Commerce Election for ten (10) Holdings BOCH 06424J103 5/15/07 3/30/07 Annual 1 directors Issuer Yes For For Approval of 2008 2 stock option plan Issuer Yes Against Against Ratification of appointment of Moss Adams, LLC as 3 accounting firm Issuer Yes For For Commerce Election for thirteen Bancorp, Inc. CBH 200519106 5/15/07 4/2/2007 Annual 1 (13) directors Issuer Yes For For Greenville First Bancshares, Inc. (Southern First Election for four (4) Bancshares) GVBK 39607Y100 5/15/07 4/2/07 Annual 1 directors Issuer Yes For For Change name to Southern First 2 Bancshares Issuer Abstain Abstain Abstain Third Century Election for one (1) Bancorp TDCB 884120106 5/16/07 3/20/07 Annual 1 director Issuer Yes For For Ratification of appointment of BKD LLP as accounting 2 firm for YE 2007 Issuer Yes For For National Financial Election for seven Partners Corp. NFP 63607P208 5/16/07 3/22/07 Annual 1 (7) directors Issuer Yes For For Ratification of appointment of PWC LLP as accounting 2 firm for YE 2007 Issuer Yes For For American Internatoinal Election for fifteen Group, Inc. AIG 026874107 5/16/07 3/23/07 Annual 1 (15) directors Issuer Yes For For Ratification of appointment of PWC LLP as accounting 2 firm for YE 2007 Issuer Yes For For Adoption of the 2007 3 stock incentive plan Issuer Yes Against Against Proposal relating to performance-based 4 stock options Holder Yes For Against Bank of Election of two (2) Virginia BOVA 06544P104 5/16/07 3/30/07 Annual 1 directors Issuer Yes For For Ratify selection by audit committee of Young, Hyde & Barbour, PC independent certified public accountants, 2 as auditors for 2007 Issuer Yes For For Election of nine (9) FNB Bancorp FNBG 302515101 5/16/07 3/30/07 Annual 1 directors Issuer Yes For For Ratify Appointment of Moss Adams LLP as independent auditors 2 for 2007 Issuer Yes For For Proassurance Election of three (3) Corporation PRA 74267C106 5/16/07 3/30/07 Annual 1 directors Issuer Yes For For First Community Election of thirteen Bancorp FCBP 31983B101 5/16/07 4/2/07 Annual 1 (13) directors Issuer Yes For For Approve material terms of executive 2 incentive plan Issuer Yes Against Against Transact any other business as may come before the meeting and at any postponements or 3 adjournments Issuer Abstain Abstain Abstain First Trust Election of four (4) Bank NCFT 33732N105 5/17/07 3/14/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Dixon Hughes PLLC as accounting firm for 2 YE 2007 Issuer Yes For For Election of director Ace Limited ACE G0070K103 5/17/07 3/30/07 Annual 1a B. Duperreault Issuer Yes For For Election of director 1b R. Hernandez Issuer Yes For For Election of director 1c P. Menikoff Issuer Yes For For Election of director 1d R. Ripp Issuer Yes For For Election of director 1e D. Smurfit Issuer Yes For For Ratification of appointment of PWC LLP as accounting 2 firm for 2007 Issuer Yes For For Election of four (4) Assurant, Inc. AIZ 04621X108 5/17/07 3/30/07 Annual 1 directors Issuer Yes For For Ratification of appointment of PWC LLP as accounting 2 firm for YE 2007 Issuer Yes For For Sun Bancorp, Election of fifteen Inc SNBC 86663B102 5/17/07 3/29/07 Annual 1 (15) directors Issuer Yes For For Approval of the amended and restated stock-based incentive 2 plan Issuer Yes For For Ratification of Deloitte & Touche LLP Perry-Smith LLP as 3 auditor for 2007 Issuer Yes For For UCBH Holdings, Election of director Inc UCBH 90262T308 5/17/07 3/30/07 Annual 1a P. Chau Issuer Yes For For Election of director 1b Dr. Wong Issuer Yes For For Election of director 1c T. Wu Issuer Yes For For Approval of amendments to the amended and restated 2006 equity incentive 2 plan Issuer Yes For For Declassification of 3 the board of directors Holder Yes For Against Ratification of appointment of the independent registered public accounting firm for 4 YE 2007 Issuer Yes For For Abington Community Election of two (2) Bancorp, Inc. ABBC 00350R106 5/17/07 4/3/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Beard Miller Company, LLP as the independent registered public accounting firm for 2 YE 2007 Issuer Yes For For Central Federal Election of three (3) Corporation CFBK 15346Q103 5/17/07 4/5/07 Annual 1 directors Issuer Yes For For Approve amended and restated 2003 equity 2 compensation plan Issuer Yes For For Ratification of Crowe, Chizek and Company LLC as 3 auditors for 2007 Issuer Yes For For Bank of Oak Election of eleven Ridge BKOR 064180102 5/17/07 4/17/07 Annual 1 (11) directors Issuer Yes For For Ratification of Elliott Davis, PLLC 2 as auditors for 2007 Issuer Yes For For Rait Financial Election of nine (9) Trust RAS 749227104 5/17/07 3/23/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Grant Thornton LLP as accounting firm for 2 YE 2007 Issuer Yes For For Pennsylvania Commerce Election of eight (8) Bancorp, Inc. COBH 708677109 5/18/07 3/30/07 Annual 1 directors Issuer Yes For For Take action on other business which may properly come before 2 the meeting Issuer Yes Against Against Community Capital Bancshares, Election of five (5) Inc. ALBY 203634100 5/21/07 4/10/07 Annual 1 directors Issuer Yes For For Viewpoint Election of one (1) Financial Group VPFG 926727108 5/22/07 3/23/07 Annual 1 director Issuer Yes For For Approve 2007 Equity 2 Incentive Plan Issuer Yes Against Against Ratification of appointment of Crowe, Chizek and Company LLC as accounting 3 firm for YE 2007 Issuer Yes For For Caroline Trust Election of seven (7) Bank CART 144200102 5/22/07 3/30/07 Annual 1 directors Issuer Yes For For Ratification of 2 auditors for 2007 Issuer Yes For For Capital Corp Election of three (3) of the West CCOW 140065202 5/22/07 4/2/07 Annual 1 directors Issuer Yes For For Approve proposal to increase the number of shares available for grants of stock options pursuant to the 2002 stock option 2 plan Issuer Yes For For Election of ten (10) Conseco, Inc CNO 203464883 5/22/07 4/4/07 Annual 1 directors Issuer Yes For For Ratification of appointment of PWC LLP as accounting 2 firm for YE 2007 Issuer Yes For For Appalachian Bancshares, Election of three (3) Inc. APAB 037675105 5/22/07 4/9/07 Annual 1 directors Issuer Yes For For Proposal to approve the Appalachian Bancshare, Inc. 2007 2 equity incentive plan Issuer Yes For For Fix the number of directors who shall Beverly constitute the full National board of directors at Corporation BNV 088115100 5/22/07 4/11/07 Annual 1 eleven Issuer Yes For For Election of four (4) 2 directors Issuer Yes For For Appointment of Shatswell, Macleod & Company, PC as independent auditor 3 for YE 2007 Issuer Yes For For The Bancorp, Election of twelve Inc. TBBK 05969A105 5/23/07 3/27/07 Annual 1 (12) directors Issuer Yes For For Ratification of appointment of Grant Thornton, LLP as accounting firm for 2 YE 2007 Issuer Yes For For Everest Re Election of two (2) Group, Ltd. RE G3223R108 5/23/07 3/27/07 Annual 1 directors Issuer Yes For For Appointment of PWC LLP as accounting firm for YE 2007 and authorize the board of directors acting by the audit committee of the board to set the fees for the registered 2 public accounting firm Issuer Yes For For Pacific Premier Election of two (2) Bancorp, Inc. PPBI 69478X105 5/23/07 3/30/07 Annual 1 directors Issuer Yes For For Ratification of Vavrinek, Trine, Day and CO. LLP as accounting firm for 2 YE 2007 Issuer Yes For For E*Trade Financial Election of four (4) Corporation ET 269246104 5/23/07 4/2/07 Annual 1 directors Issuer Yes For For Ratification of Deloitte & Touche LLP Perry-Smith LLP as 2 accountants for 2007 Issuer Yes For For NASDAQ Stock Election of thirteen Market, Inc. NDAQ 631103108 5/23/07 4/12/07 Annual 1 (13) directors Issuer Yes For For Appointment of independent registered public accounting firm for 2 YE 2007 Issuer Yes For For Approve amended and 3 restated equity plan Issuer Yes For For Heritage Oaks Election of nine (9) Bancorp HEOP 42724R107 5/24/07 3/30/07 Annual 1 directors Issuer Yes For For Ratification of Varrincek, Trine, Day & Co. LLP as 2 accountants for 2007 Issuer Yes For For White Mountains Election of Insurance twenty-five (25) Group, LTD WTM G9618E107 5/24/07 3/26/07 Annual 1 directors Issuer Yes For For (No proposal 2 - 6 on * proxy - MM) Amendment to the 7 company's bye-laws Issuer Yes Against Against Appointment of independent registered public accounting firm for 8 YE 2007 Issuer Yes For For First Regional Election of three (3) Bancorp FRGB 33615C101 5/24/07 3/30/07 Annual 1 directors Issuer Yes For For Other business as may come before the meeting and adjournment/s 2 thereof Issuer Yes For For Intervest Bancshares Election of three (3) Corporation IBCA 460927106 5/24/07 3/30/07 Annual 1 directors Issuer Yes For For Appointment of Hacker, Johnson & Smith, PA, PC as independent registered public accounting firm for 2 YE 2007 Issuer Yes For For CCF Holding Election of three (3) Company CCFH 12487X104 5/24/07 4/5/07 Annual 1 directors Issuer Yes For For Approval of the 2007 2 stock incentive plan Issuer Yes Against Against Approval of an amendment to the articles of incorporation authorizing an additional sixteen million shares of 3 common stock Issuer Yes Against Against Old Line Election of five (5) Bancshares, Inc OLBK 67984M100 5/24/07 4/5/07 Annual 1 directors Issuer Yes For For Appointment of Rowles & Company LLP as independent public accounting firm to audit statements for 2 YE 2007 Issuer Yes For For Goldleaf Financial Election of two (2) Solutions GFSID 38144H208 5/29/07 3/1/07 Annual 1 directors Issuer Yes For For Approve second amendment to the 2005 long-term incentive 2 plan. Issuer Yes For For Other matters as may properly come before 3 meeting Issuer Abstain Abstain Abstain Technology Investment Election of one (1) Capital Corp. TICC 878717305 6/5/07 4/26/07 Annual 1 director Issuer Yes For For Ratification of selection of PWC as independent registered public accounting firm for 2 YE 2007 Issuer Yes For For Southern Connecticut Election of three (3) Bancorp, Inc. SSE 84264A102 6/12/07 5/2/07 Annual 1 directors Issuer Yes For For Alliance Bankshares Election of two (2) Corporation ABVA 018535104 6/13/07 4/27/07 Annual 1 directors Issuer Yes For For Ratify appointment of Yount, Hyde & Barbour, PC as independent accountants for YE 2 2007 Issuer Yes For For Approve 2007 3 incentive stock plan Issuer Yes For For First Security Election of eight (8) Group, Inc. FSGI 336312103 6/14/07 4/16/07 Annual 1 directors Issuer Yes For For Approval of second amendment to the long-term incentive 2 plan. Issuer Yes For For Ratification of Joseph Decosimo and Company, PLLC as 3 auditors for 2007 Issuer Yes For For The Bank Election of eleven Holdings TBHS 88331E104 6/14/07 4/23/07 Annual 1 (11) directors Issuer Yes For For Amtrust Financial Election of seven (7) Services, Inc. AFNIY 032359101 6/14/06 4/24/07 Annual 1 directors Issuer Yes For For Approval of Amtrust Financial Service, Inc. 2007 incentive 2 plan Issuer Yes Against Against Approval of amendment 1 to the 2005 equity 3 incentive plan Issuer Yes Against Against Ratification of BDO Seidman, LLP as 4 auditors for 2007 Issuer Yes For For Fidelity Election of seven (7) Federal Bancorp FDLB 315921205 6/18/07 5/25/07 Annual 1 - 7 directors Issuer Yes For For Team Election of three (3) Financial, Inc. TFIN 87815X109 6/19/07 4/25/07 Annual 1 directors Issuer Yes For For Ratification of appointment of KPMG LLP as independent auditors firm for YE 2 2007 Issuer Yes For For Proposal regarding the 2007 stock 3 incentive plan Issuer Yes Against Against Other business as may come before the 4 meeting Issuer Yes For For Broadway Financial Election of three (3) Corporation BYFC 111444105 6/20/07 4/30/07 Annual 1 directors Issuer Yes For For Ratification of appointment of Crowe, Chizek & Company, LLP as independent audit 2 firm for YE 2007 Issuer Yes For For First California Election of ten (10) Financial Group FCAL 319395109 6/21/07 5/18/07 Annual 1 directors Issuer Yes For For Approve amendment to article XI of the certificate to remove the supermajority voting provision relating to the authorized capital 2 stock of the company Issuer Yes For For Approve an amendment to article XI to remove the supermajority voting provision with respect to elections 3 by written ballot Issuer Yes For For Approve an amendment to article XI of the certificate to remove the supermajority voting provision with respect to stockholder action by 4 written consent Issuer Yes For For Approve and amendment to the certificate to remove article VII of the certificate containing supermajority voting requirements relating to the ability of stockholders to change the number of 5 directors Issuer Yes For For Approve an amendment to article XI of the certificate to remove the supermajority voting provision with respect to amendments 6 tot the certificate Issuer Yes For For Approve the 2007 omnibus equity 7 incentive plan Issuer Yes For For Approval of a plan conversion and reorganization pursuant to: 1: Make an election 2: Form interim stock savings bank a wholly owned subsidiary 3: Outstanding shares of common stock of Abington Community Bancorp, Inc. will be Abington converted into shares Community common stock of Bancorp, Inc. ABBC 00350R106 6/26/07 5/9/07 Special 1 Abington Bancorp, Inc. Issuer Yes For For Bankfinancial Election of two (2) Corporation BFIN 06643P104 6/26/07 5/11/07 Annual 1 directors Issuer Yes For For Ratify engagement of Crowe, Chizek and Company LLC as independent registered public accounting firm of the company for YE 2 2007 Issuer Yes For For Sterling Banks Election of fourteen Inc STBK 85915B100 6/26/07 5/18/07 Annual 1 (14) directors Issuer Yes For For Westfield Election of three (3) Financial, Inc. WFD 96008P104 7/19/07 5/31/07 Annual 1 directors Issuer Yes For For Approval of 2007 2 stock option plan Issuer Yes For For Approval of 2007 recognition and 3 retention plan Issuer Yes For For Resource Election of seven (7) Capital Corp 76120W104 7/25/07 6/4/07 Annual 1 directors Issuer Yes For For Proposal to Adopt 2007 Omnibus Equity 2 Compensation Plan Issuer Yes Against Against Proxies are authorized to vote upon such other business as may properly be brought before the meeting or any adjournment 3 therof. Issuer Abstain Abstain Abstain Adopt agreement and plan of merger by and LSB between LSB & FNB as Bancshares, may be amended from Inc. LSBX 502158108 7/25/07 6/7/07 Annual 1 time to time Issuer Yes For For Amend the articles of incorporation as amended to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of 2 shareholders Issuer Yes For For Amend amended and restated bylaws to provide that directors be elected 3 annually Issuer Yes For For Election of three (3) 4 directors Issuer Yes For For First Capital Election of four (4) Bancorp, Inc. FCVA 319438107 8/15/07 6/22/07 Annual 1 directors Issuer Yes For For Proposal to amend 2000 stock option plan to increase authorized number of shares resserved for issuance by 105000 2 shares Issuer Yes Against Against Ratify appointment of Cherry, Bekaert & 3 Holland Issuer Yes For For Newport Election of five (5) Bancorp, Inc. NFSB 651754103 8/16/07 6/28/07 Annual 1 directors Issuer Yes For For Approval of 2007 2 equity incentive plan Issuer Yes Against Against Ratify appointment of Wolf & Company, PC as accounting frim for 3 YE 2007 Issuer Yes For For 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. Registrant First Financial Fund, Inc. ---------------------------------------------------------------------- By (Signature and Title)* /s/ Stephen C. Miller ---------------------------------------------------------------------- Stephen C. Miller, President (Principal Executive Officer) *Print the name and title of each signing officer under his or her signature.