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.