-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EeQq8qj9GVazBWssHh+EJ+eaJu2uKLhE6/fgdKWCV61vHu2CnB2V71HG7hGTUBZB 8LbqttESHGf+wVAf3wHcxQ== 0001099343-06-000043.txt : 20060828 0001099343-06-000043.hdr.sgml : 20060828 20060828150707 ACCESSION NUMBER: 0001099343-06-000043 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060828 DATE AS OF CHANGE: 20060828 EFFECTIVENESS DATE: 20060828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL FUND INC CENTRAL INDEX KEY: 0000790202 IRS NUMBER: 133341573 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-04605 FILM NUMBER: 061058433 BUSINESS ADDRESS: STREET 1: 1680 38TH STREET STREET 2: SUITE 800 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034445483 MAIL ADDRESS: STREET 1: 1680 38TH STREET STREET 2: SUITE 800 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SAVINGS & BANKING INSTITUTIONS FUND INC DATE OF NAME CHANGE: 19860402 N-PX 1 ffnpx2006.txt 2006 FORM N-PX 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, 2005 - June 30, 2006 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, 2005 TO JUNE 30, 2006 Matter Proposed Vote by Cast Vote For Shldr Issuer (Yes (For or Ticker Meeting Record Mtg Description of Matter to be or or or Against Name of Issuer Symbol CUSIP Date Date Type Voted On Holder No) Against) Mngmnt Proposal to approve the plan of merger by and among Zions Bancorporation, Amegy Independence Merger Bancorporation, Company, Inc. and the Inc. ABNK 02343R102 10/11/05 8/31/05 Special 1 Company Issuer Yes For For Proposal to approve any adjournments or postponements of the Special Meeting, if 2 necessary Issuer Yes For For Medical Properties Election of seven (7) Trust, Inc. - 58463J106 10/12/05 9/7/05 Annual 1 directors Issuer Yes For For Approve amendments to the charter related to transfers or ownership restrictions on 2 common stock Issuer Yes For For Approve an amendment to the amended and restated 2004 equity 3 incentive plan Issuer Yes Against Against Royal Election of two (2) Financial, Inc. RYFL 78027P109 10/26/05 9/15/05 Annual 1 directors Issuer Yes For For Proposal to adopt the 2 2005 stock option plan Issuer Yes Againt Against Proposal to adopt the 2005 recognition and 3 retention plan Issuer Yes Againt Against Proposal to ratify Crowe Chizek and Company LLC as independent 4 accountants Issuer Yes For For Parkvale Financial Election of two (2) Corporation PFC 701492100 10/27/05 8/29/05 Annual 1 directors Issuer Yes For For Appointment of Parente Randolph, LLC as independent 2 auditors Issuer Yes For For Jefferson Bancshares, Eection of two (2) Inc. JFBI 472375104 10/27/05 8/31/05 Annual 1 directors Issuer Yes For For Ratification of Craine, Thompson & Jones, P.C. as independent registered accounting 2 firm Issuer Yes For For First Place Election of four (4) Financial Corp. FPFC 33610T109 10/27/05 9/9/05 Annual 1 directors Issuer Yes For For Ratification of Crowe Chizek and Company LLC as independent 2 auditors Issuer Yes For For Election of two (2) K-Fed Bancorp KFED 48246S101 10/25/05 8/31/05 Annual 1 directors Issuer Yes For For Ratification of Crowe Chizek and Company LLP as independent registered public 2 accounting firm Issuer Yes For For Georgetown Election of eight (8) Bancorp, Inc. GTWN 372590109 10/25/05 9/15/05 Annual 1 directors Issuer Yes For For Ratification of Wolf & Company PC as 2 independent auditors Issuer Yes For For First Security Election of nine (9) Group, Inc. FSGI 336312103 10/27/05 9/16/05 Annual 1 directors Issuer Yes For For Approve amendment to the Articles of Incorporation which would increase the number of authorized 2 shares of common stock Issuer Yes For For Ratify appointment of Joseph Decosimo and Company PLLC as 3 independent auditors Issuer Yes For For Approval of the MBNA merger with Bank of Corporation KRB 55262L100 11/3/05 9/2/05 Special 1 America Corporation Issuer Yes For For Approval of proposal to adjourn special meeting, if necessary, to solicit 2 additional proxies Issuer Yes For For Northwest Election of three (3) Bancorp, Inc. NWSB 667328108 11/16/05 9/30/05 Annual 1 directors Issuer Yes For For Ratification of KPMG LLP as independent registered public 2 accounting firm Issuer Yes For For Approve the agreement and plan of reorganization , which provides for Texas United the merger of Gateway Bancshares, Holding Company with Inc. TXUI 882838105 11/22/05 10/11/05 Special 1 and into Texas United Issuer Yes For For Approval of proposal to adjourn special meeting, if necessary, to solicit 2 additional proxies Issuer Yes For For Provident Financial Election of two (2) Holdings, Inc. PROV 743868101 11/22/05 9/29/05 Annual 1 directors Issuer Yes For For Ratification of Deloitte & Touche LLP as independent 2 auditors Issuer Yes For For HF Financial Election of three (3) Corp. HFFC 404172108 11/16/05 9/30/05 Annual 1 directors Issuer Yes For For Redwood Election of two (2) Financial, Inc. REDW 757903109 12/14/05 10/20/05 Annual 1 directors Issuer Yes For For Perpetual Federal Election of two (2) Savings Bank PFOH 714273109 1/18/06 11/21/05 Annual 1 directors Issuer Yes For For Ratification of appointment of Crowe, Chizek and Company, 2 LLP as auditors Issuer Yes For For Home Federal Election of two (2) Bancorp, Inc. HOME 43709A101 1/23/06 11/29/05 Annual 1 directors Issuer Yes For For Ratification of appointment of Moss 2 Adams LLP as auditors Issuer Yes For For Bankunited Financial Election of four (4) Corporation BKUNA 06652B103 1/27/06 12/9/05 Annual 1 directors Issuer Yes For For Proposal to approve Calnet and adopt the Business Bank, agreement and plan of N.A. CLNB 131326100 2/15/06 12/20/05 Special 1 merger Issuer Yes For For Proposal to grant discretionary authority to persons named as proxies to adjourn the meeting 2 if necessary Issuer Yes For For Charter Financial Election of two (2) Corporation CHFN 16122M100 2/22/06 12/30/05 Annual 1 directors Issuer Yes For For Approval of the agreement and plan of FNB Corp. FNBN 302519103 3/15/06 1/31/06 Special 1 merger Issuer Yes For For Approval of an amendment to increase the number of 2 authorized shares Issuer Yes For For Approval to adjourn special meeting, if 3 necessary Issuer Yes For For SNB Approve the agreement Bancshares, and plan of Inc. SNBT 78460M2009 3/23/06 1/31/06 Special 1 reorganization Issuer Yes For For Southcoast Financial Election of three (3) Corporation SOCB 84129R100 4/7/06 2/28/06 Annual 1 directors Issuer Yes For For Approval of 2005 employee stock 2 purchase plan Issuer Yes Against Against To fix the number of First directors to serve on Community Bank the board for the Corp of America FCFL 31985E202 4/17/06 3/1/06 Annual 1 ensuing year at eleven Issuer Yes For For Election of eight (8) 2 directors Issuer Yes For For The adoption of the 3 2006 stock plan Issuer Yes For For Approve an amendment to our articles of incorporation to in crease the number of authorized common shares to 20,000,000 and to create a class 4 of preferred stock Issuer Yes Against Against Adjournment of the annual meeting to solicit additional proxies in the event there are not sufficient votes to approve either 5 foregoing items Issuer No Abstain Abstain Proposal to reorganize Cardinal State Bank into a Cardinal State holding company and Bank CSNC 141546101 4/19/06 2/17/06 Annual 1 share exchange Issuer Yes For For Election of four (4) 2 directors Issuer Yes For For Approval of two additional 3 directorships Issuer Yes For For Ratify the appointment of independent public accountants as the bank's independent 4 accountants for 2006 Issuer Yes For For Approve principal terms and adoption of merger of Foothill Independent Bancorp and First Community First Bancorp and issuance Community of shares in Bancorp FCBP 31983B101 4/19/06 3/8/06 Annual 1 connection of merger Issuer Yes For For Election of ten (10) 2 directors Issuer Yes For For Approve and amend First Community's Articles of incorporation to increase the maximum amount of authorized shares of common 3 stock. Issuer Yes For For Approve an increase on the authorized number of shares available for issuance under 2003 4 stock incentive plan Issuer Yes For For Approve and adjournment or postponement of the annual meeting if necessary to solicit 5 additional proxies Issuer Yes For For Transact any other business as may properly come before the annual meeting and at any postponements or 6 adjournments thereof. Issuer No Adoption of merger of Foothill Foothill Independent Independent Bancorp and First Bancorp FOOT 344905104 4/19/06 3/10/06 Independent 1 Community Bancorp Issuer Yes For For Approval of adjournments of the special meeting if required to solicit 2 proxies Issuer Yes For For Mercer Insurance Election of three (3) Group, Inc. MIGP 587902107 4/19/06 3/13/06 Annual 1 directors Issuer Yes For For Ratification of appointment of KPMG LLP as public accounting firm for 2 YE 2006 Issuer Yes For For River Valley Election of two (2) Bancorp RIVR 768475105 4/19/06 2/24/06 Annual 1 directors Issuer Yes For For Westbank Election of three (3) Corporation WBKC 957116106 4/19/06 2/27/06 Annual 1 directors Issuer Yes For For Approve 2006 Equity 2 Incentive Plan Issuer Yes Against Against Enterprise Financial Election of twelves Services Corp EFSC 293712105 4/19/06 2/22/06 Annual 1 (12) Directors Issuer No Ratification and approval of KPMG LLP as independent registered public 2 accounting firm Issuer No Approval of stock plan for non-management 3 directors Issuer No Approval of amendment and extension of the 2002 stock incentive 4 plan Issuer No Approval of the 5 annual incentive plan Issuer No Annual report, group and parent company accounts for financial year 2005 reports of the group UBS AG UBS H8920M855 4/19/06 3/17/06 Annual 1 and statutory auditors Issuer No Appropriation of retained earnings dividend for 2 financial year 2005 Issuer No Discharge of the members of the board of directors and the 3 group executive board Issuer No Reelection of board 4A1 member Rolf A. Meyer Issuer No Relection of board member Ernesto 4A2 Bertarelli Issuer No Election of new board member Gabrielle 4B1 Kaufmann-Kohler Issuer No Election of new board 4B2 member Joerg Wolle Issuer No Election of the group 4A and statutory auditors Issuer No Election of the 4B special auditors Issuer No Cancellation of shares repurchased under the 2005/2006 5A share buyback program Issuer No Approval of the new share buyback program 5B for 2006/2007 Issuer No One-time payout in the form of a par 5C value repayment Issuer No 5D Share split Issuer No Amendments to article 4 paragraph 1 and article 4A of the articles of 5E1 association Issuer No Reduction of the threshold value for 5E2 agenda item requests Issuer No Creation of conditional capital, approval of article 4A paragraph 2 of the articles of 6 association Issuer No LSB Bancshares, Election of five (5) Inc. LSBX 502158108 4/19/06 2/22/06 Annual 1 directors Issuer No Ratify appointment of Turlington and Company, LLP, certified public 2 accountants Issuer No Cardinal Financial Election of four (4) Corporation CSNC 14149F109 4/21/06 3/7/06 Annual 1 directors Issuer Yes For For Approve amendment to company's 2002 equity 2 compensation plan Issuer Yes Against Against First Citizens Election of Bancshares, twenty-two (22) Inc. FCNCA 31946M103 4/24/06 3/6/06 Annual 1 directors Issuer Yes For For Ameriserv Election of five (5) Financial, Inc. ASRV 03074A102 4/25/06 3/3/06 Annual 1 directors Issuer Yes For For CFS Bancorp, Election of five (5) Inc CITZ 12525D102 4/25/06 3/3/06 Annual 1 directors Issuer Yes For For Proposal to ratify the appointment of BKD, LLP as independent registered public accounting firm for the company for the 2 YE 2006 Isser Yes For For Commercial Capital Election of three (3) Bancorp, Inc. CCBI 20162L105 4/25/06 3/10/06 Annual 1 directors Issuer Yes For For Proposal to ratify KPMG LLP as the company's independent auditors for the 2 fiscal YE 2006 Issuer Yes For For HMN Financial, Election of three (3) Inc. HMNF 40424G108 4/25/06 2/28/06 Annual 1 directors Issuer Yes For For Ratification of appointment of KPMG LLP as auditors of 2 company for YE 2006 Issuer Yes For For Election of four (4) Metlife MET 59156R108 4/25/06 3/1/06 Annual 1 directors Issuer Yes For For Ratification of appointment of Deloitte & Touche as independent auditor 2 for 2006 Issuer Yes For For Election of four (4) Parkway Bank PKWY 70153M109 4/15/06 2/28/06 Annual 1 directors Issuer Yes For For Ratification of Dixon Hughes PLLC as the bank's independent auditor for the 2 Fiscal YE 2006 Issuer Yes For For Platnum Underwritters Election of seven (7) Holdings, LTD PTP G7127P100 4/25/06 3/10/06 Annual 1 directors Issuer Yes For For To consider and take action on a proposal to amend the bye-laws of the company by removing bye-law 51(4), which would limit the voting rights of the company's 6 % series a mandatory convertible preferred 2 shares Issuer Yes Against Against To consider and take action on a proposal to approve the 2006 3 share incentive plan Issuer Yes For For To consider and take action upon a proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 4 the 2006 fiscal year Issuer Yes For For Republic First Election of six (6) Bancorp, Inc. FRBK 760416107 4/25/06 3/14/06 Annual 1 directors Issuer Yes For For SCBT Financial Election of six (6) Corporation SCBT 78401V102 4/25/06 3/10/06 Annual 1 directors Issuer Yes For For Proposal to ratify of appointment of JW Hunt & Co., LLP, CPAs as SCBT Financial Corps. independent 2 auditors for 2006 Issuers Yes For For TIB Financial Election of three (3) Corp TIBB 872449103 4/25/06 2/28/06 Annual 1 directors Issuers Yes For For UMB Financial Election of six (6) Corporation UMBF 902788108 4/25/06 3/1/06 Annual 1 directors Issuers Yes For For Ratification of the audit committee's retention of Deloitte & Touche as independent auditors and to examine and audit financial 2 statements for 2006 Issuers Yes For For Amendment approval to company's articles of inc. to increase 3 shares of common stock Issuers Yes Against Against Unionbancorp, Election of three (3) Inc. UBCD 908908106 4/25/06 3/1/06 Annual 1 directors Issuers Yes For For Greene County Bancshares, Election of six (6) Inc. GCBS 394361208 4/26/06 3/17/06 Ann 1 directors Issuer No Downey Financial, Election of three (3) Corp. DSL 261018105 4/26/06 2/27/06 Annual 1 directors Issuers Yes For For Ratification of appointment of KPMG LLP as auditors for 2 2006 Issuers Yes For For Bank of America Election of eighteen Corporation BAC 060505104 4/26/06 3/3/06 Annual 1 (18) directors Issuers Yes For For Ratify independent registered public accounting firm for 2 2006 Issuers Yes For For Adopt amendment to 2003 key associates 3 stock plan. Issuers Yes For For Political 4 contributions Holder Yes Against For Majority voting in 5 director elections Holder Yes For Against Independent Board 6 Chairman Holder Yes Against For 7 EEO Policy Holder Yes Against For UnionBanCal Election of fifteen Corporation UB 908906100 4/26/06 3/3/06 Annual 1 (15) directors Issuer Yes For For Approve the amended and restated 1997 performance share plan to enable awards under the plan to qualify as deductible, performance-based compensation under 162 (M) of the 2 Internal Revenue code Issuer Yes For For Approve the senior executive bonus plan to enable bonuses paid under the plan to qualify as deductible, performance-based compensation under 162 (M) of the 3 Internal Revenue code Issuer Yes For For Ratify selection of independent registered public accounting firm, Deloitte & Touche LLP 4 for 2006 Issuer Yes For For United Election of eleven Community Banks UCBI 90984P105 4/26/06 3/8/06 Annual 1 (11) directors Issuer Yes For For Approval of the employee stock 2 purchase plan Issuer Yes For For Approve and adopt the agreement and plan merger between BVCC and Great Lakes Bancorp, Inc. and approve the merger and other transactions contemplated by the agreement and plan Bayview Capital BVC 07262L309 4/27/06 3/24/06 Special 1 merger Issuer Yes For For Approve the stock purchase agreement and approve the sale BVAC and other transactions contemplated by the stock purchase 2 agreement Issuer Yes For For Approve and adopt amendments to BVCC's certificate of incorporation to establish restrictions on transfers of BVCC common stock by anyone who is or would become a 5% or greater holder of 3 stock Issuer Yes Against Against Proposal to ratify an amendment to BVCC's by-laws that increased the max number of members of board of directors 4 from 10 to 25 Issuer Yes Against Against BCB Bancorp, Election of four (4) Inc. BCBP 055298103 4/27/06 3/6/06 Annual 1 directors Issuer Yes For For Ratification of appointment of Beard Miller Company, LLP as independent registered public accounting firm for 2 YE 2006 Issuer Yes For For Election of three (3) Signature Bank SBNY 82669G104 4/26/06 3/9/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of KPMG LLP as the company's independent accountants for the 2 YE 2006 Issuer Yes For For Capital One Financial Election of three (3) Corporation COF 14040H105 4/27/06 2/28/06 Annual 1 directors Issuer Yes For For Ratification of Ernst & Young as independent auditors 2 for 2006 Issuer Yes For For Approval and adoption of amended 2004 incentive stock 3 incentive plan Issuer Yes For For Director election 4 majority vote standard Holder Yes For Against Fidelity Southern Election of nine (9) Corporation LION 316394105 4/27/06 3/10/06 Annual 1 directors Issuer Yes For For Approval of equity 2 incentive plan Issuer Yes For For Phoenix Election of four (4) Companies, Inc. PNX 71902E109 4/27/06 2/28/06 Annual 1 directors Issuer Yes For For Ratify of appointment of PWC as independent registered public 2 accounting firm Issuer Yes For For Metrocorp Bancshares , Election of five (5) Inc. MCBI 591650106 4/28/06 3/13/06 Annual 1 directors Issuer Yes For For Approval of an amendment and restated articles of incorporation of the company to increase the number of authorized shares of common stock from 20,000,000 to 2 50,000,000 Issuer Yes Against Against Ratification of the appointment of the Pricewaterhousecooper LLP as the independent registered public accounting firm of the company for the 3 YE 2006 Issuer Yes For For Summit Bank Election of five (5) Corporation SBGA 866013105 5/1/06 3/20/06 Annual 1 directors Issuer Yes For For LSB Election of four (4) Corporation LSBX 50215P100 5/2/06 3/3/06 Annual 1 directors Issuer Yes For For Approval and ratification of the LSB corporation 2006 stock option and 2 incentive plan Issuer Yes Against Against Ratification of the appointment of the KPMG LLP as the independent registered public accounting firm of the company for the 3 YE 2006 Issuer Yes For For Capital Corp Election of three (3) of the West CCOW 140065202 5/2/06 3/3/06 Annual 1 directors Issuer Yes For For Arch Capital Election of nineteen Group LTD ACGL G0450A105 5/3/06 3/28/06 Annual 1 (19) directors Issuer Yes For For Ratify PWC LLC as independent registered public accounting firm for 3 2006 Issuer Yes For For Iberiabank Election of three (3) Corporation IBKC 450828108 5/3/06 3/21/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Castaing, Hussey & Lolan, LLC as the company's independent 2 auditors for 2006 Issuer Yes For For Rome Bancorp ROME 77587P103 5/3/06 3/10/06 Annual 1 Election of a director Issuer Yes For For Ratification of the appointment of Crowe Chizek and Company LLC as the independent registered public accounting firm for 2 2006 Issuer Yes For For Adoption of the 2006 3 stock option plan Issuer Yes For For Adoption of the 2006 recognition and 4 retention plan Issuer Yes For For SI Financial Election of three (3) Group, Inc SIFI 78425W102 5/3/06 3/15/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Wolf & Company PC as the independent registered public accounting firm for 2 2006 Issuer Yes For For Yardville National Election of three (3) Bancorp YANB 985021104 5/3/06 3/17/06 Annual 1 directors Issuer No Abington Community Election of two (2) Bancorp, Inc. ABBC 00350R106 5/4/06 3/21/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Beard Miller Company LLP as the independent registered public accounting firm for 2 2006 Issuer Yes For For Berkshire Election of three (3) Hills Bancorp BHLB 84680107 5/4/06 3/16/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Wolf & Company, PC as independent registered public accounting firm of Berkshire Hills Bancorp, Inc. for the 2 fiscal YE 2006 Issuer Yes For For Crescent Election of three (3) Banking Company CSNT 225646108 5/4/06 3/23/06 Annual 1 directors Issuer Yes For For Northrim Election of ten (10) Bancorp, Inc. NRIM 666762109 5/4/06 3/8/06 Annual 1 directors Issuer Yes For For CRM Holdings Election of thirteen Ltd. CRMH G2554P103 5/9/06 3/28/06 Annual 1 (13) directors Issuer Yes For For To appoint Johnson Lambert & Co. as Independent auditors for 2006 & to authorize the board of directors, acting through audit committee to set the 3 fees Issuer Yes For For Carolina Trust Election of six (6) Bank CART 144200102 5/9/06 3/15/06 Annual 1 directors Issuer Yes For For Authorization to purchase up to 70,000 2 shares of common stock Issuer Yes For For Ratification of the 3 independent auditors Issuer Yes For For Election of seven (7) FNB Corp. FNBN 302519103 5/9/06 3/23/06 Annual 1 directors Issuer Yes For For Southern Connecticut Election of seven (7) Bancorp, Inc. SSE 84264A102 5/9/06 3/28/06 Anuual 1 directors Issuer Yes For For Ratify the appointment of McGladrey & Pullen, LL as independent 2 accountants for 2006 Issuer Yes For For Wainwright Bank & Trust Election of eleven Company WAIN 930705108 5/10/06 3/13/06 Annual 1 (11) directors Issuer Yes For For Election of one (1) 2 clerk Issuer Yes For For Ratification of the selection by the board of directors vital, Caturano & Company, PC as independent auditors 3 for 2006 Issuer Yes For For Benjamin Franklin Election of six (6) Bancorp, Inc. BFBC 082073107 5/11/06 3/20/06 Annual 1 directors Issuer Yes For For Approve the 2006 2 stock incentive plan Issuer Yes For For Ratify appointment of Wolfe & Company PC as independent registered public accounting firm for 3 2006 Issuer Yes For For Citizens Election of six (6) Community Bank CZWI 174532101 5/11/06 3/27/06 Annual 1 directors Issuer Yes For For Proxies are authorized to vote upon any other business that may come before meeting. At present management knows of no other business to be 2 presented. Issuer Yes Abstain Abstain Legacy Election of two (2) Bancorp, Inc. LEGC 52463G105 5/11/06 3/20/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Wolf & Company PC as the independent registered public accounting firm of the company for the 2 YE 2006 Issuer Yes For For Atlantic Coast Election of three (3) Federal Corp. ACFC 048425102 5/12/06 3/24/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of Crowe, Chizek and Co., LLC as the independent registered public accounting firm of the company for the 2 YE 2006 Issuer Yes For For Community Capital Bancshares, Election of five (5) Inc. ALBY 203634100 5/15/06 3/7/06 Annaul 1 directors Issuer Yes For For Approve the 2006 employee stock 2 purchase plan. Issuer Yes For For Gateway Financial Election of seven (7) Holdings, Inc. GBTS 368140109 5/15/06 3/15/06 Annual 1 directors Issuer Yes For For Connecticut Election of four (4) Bank & Trust CTBC 207546102 5/16/06 3/24/06 Annual 1 directors Issuer Yes For For Election of five (5) Preferred Bank PFBC 740367107 5/16/06 3/31/06 Annual 1 directors Issuer Yes For For Ratification of the appointment of KPMG, LLP as independent registered public accounting firm for 2 2006 Issuer Yes For For Bankatlantic Election of two (2) Bancorp, Inc. BBY 065908501 5/16/06 3/20/-6 Annual 1 directors Issuer Yes For For Approval of company's 2006 performance-based 2 annual incentive plan. Issuer No Abstain Abstain Centennial Bank Holdings, Election of eleven Inc. - 151345204 5/16/06 3/24/06 Annual 1 (11) directors Issuer Yes For For Dearborn Election of four (4) Bancorp, Inc. DEAR 24242R108 5/16/06 3/24/06 Annual 1 directors Issuer Yes For For American International Election of fifteen Group, Inc. AIG 026874107 5/17/06 3/24/06 Annual 1 (15) directors Isseur Yes For For Ratification of the appointment of PWC LLP as independent registered public accounting firm of the company for the 2 YE 2006 Isseur Yes For For Adoption of an executive incentive 3 plan Isseur Yes Against Against Hartford Financial Svcs Group, Inc., Election of eleven The HIG 416515104 5/17/06 3/20/06 Annual 1 (11) directors Issuer Yes For For Ratify the appointment of Deloitte & Touche LLP as independent public 2 accountants for 2006 Issuer Yes For For Heartland Financial USA, Election of two (2) Inc. HTLF 42234Q102 5/17/06 3/20/06 Annual 1 directors Yes For For Appointment of KPMG LLP as independent registered public accounting firm for 2 2006 Issuer Yes For For North Bay Election of three (3) Bancorp NBAN 657477105 5/17/06 3/22/06 Annual 1 directors Issuer Yes For For Approve the amended 2002 incentive 2 compensation plan. Issuer Yes Against Against Ratify appointment of KPMG as independent 3 public accountants. Issuer Yes For For Ohio Casualty Election of four (4) Corporation OCAS 677120103 5/17/06 3/15/06 Annual 1 directors Issuer Yes For For Ratify the appointment of Ernst & Young LLP as independent public 2 accountants for 2006 Issuer Yes For For Third Century Election of two (2) Bancorp TDCB 884120106 5/17/06 3/20/06 Annual 1 directors Issuer Yes For For Bank Holdings, Election of nine (9) The TBHS 88331E104 5/18/06 3/21/06 Annual 1 directors Issuer Yes For For CCF Holding Election of three (3) Company CCFH 12487X104 5/18/06 4/6/06 Annual 1 directors Issuer Yes For For First Trust Election of four (4) Bank NCFT 33732N105 5/18/06 3/14/06 Annual 1 directors Issuer Yes For For Amendment to 1999 2 stock option plan Issuer Yes For For Ratify the appointment of Dixon Hughes LLC, as the independent public 3 accountants for 2006 Issuer Yes For For Medical Properties Election of eight (8) Trust, Inc. - 58463J106 5/18/06 4/12/06 Annual 1 directors Issuer Yes For For Ratify appointment of KPMG LLP as independent registered Public Accounting firm for 2 2006 Issuer Yes For For Election of sixteen Sun Bancorp SNBC 86663B102 5/18/06 3/30/06 Annual 1 (16) directors Issuer Yes For For Amend the certificate of incorporation to increase authorized shares of common stock from 25,000,000 2 to 50,000,000 Issuer Yes For For Ratify the appointment of Deloitte & Touche LLP, as the independent auditors 3 for 2006 Issuer Yes For For Texas United Election of five (5) Bancshares TXUI 882838105 5/18/06 4/13/06 Annual 1 directors Issuer Yes For For Ratification of BKD, LLP at the company's independent registered public accounting firm for 2 2006 Issuer Yes For For Pennsylvania Commerce Election of eight (8) Bancorp, Inc. COBH 708677109 5/19/06 3/27/06 Annual 1 directors Issuer Yes For For Take action on other n business, may become 2 before meeting Issuer Abstai Abstain Abstain Election of seven (7) Ventas, Inc. VTR 92276F100 5/19/06 3/20/06 Annual 1 directors Issuer Yes For For Ratify the appointment of Ernst & Young LLC, as the independent public 2 accountants for 2006 Issuer Yes For For To approve the adoption of Ventas, Inc 2006 incentive 3 plan. Issuer Yes For For To approve the adoption of Ventas, Inc 2006 stock plan 4 for directors. Issuer Yes For For The Bancorp, Election of twelve Inc. TBBK 05969A105 5/22/06 3/27/06 Annual 1 (12) directors Issuer Yes For For Approve Grant Thornton LLP as independent public 2 accountants for 2006 Issuer Yes For For American Bancorp of New Election of seven (7) Jersey, Inc. ABNJ 02407E104 5/23/06 3/29/06 Annual 1 directors Issuer Yes For For Approval of the 2006 2 equity incentive plan Issuer Yes Against Against Ratify the appointment of Crowe Chizek and Company, LLC, as auditors for 3 2006 Issuer Yes For For Appalachian Bancshares, Election of two (2) Inc. APAB 037675105 5/23/06 4/3/06 Annual 1 directors Issuer Yes For For First Federal Bancshares, Election of three (3) Inc. FFBI 32021B103 5/23/06 4/3/06 Annual 1 directors Issuer Yes For For Ratify the appointment of Crowe Chizek and Company, LLC, as auditors for 2 2006 Issuer Yes For For Rait Investment Election of eight (8) Trust RAS 749227104 5/23/06 3//24/06 Annual 1 directors Issuer Yes For For Approve the selection of Grant Thornton LLP as independent public 2 accountants for 2006 Issuer Yes For For Citizen's First Bancorp, Election of two (2) Inc. CTZN 17461R106 5/25/06 3/27/06 Annual 1 directors Issuer Yes For For Ratify BDO Seidman, LLP as independent register public accounting firm for 2 2006 Issuer Yes For For E*Trade Financial Election of three (3) Corporation ET 269246104 5/25/06 4/3/06 Annual 1 directors Issuer Yes For For Ratify selection of Deloitte & Touche LLP as independent public 2 accountant for 2006 Issuer Yes For For North Valley Election of seven (7) Bancorp NOVB 66304M105 5/25/06 4/13/06 Annual 1 directors Issuer Yes For For Ratify appointment of Perry-Smith LLP as independent auditors 2 for 2006 Issuer Yes For For Old Line Bancshares, Election of seven (7) Inc. OLBK 67984M100 5/25/06 4/5/06 Annual 1 directors Issuer Yes For For Amend charter to increase the authorized shares of common stock from 5 - 2 15 million. Issuer Yes For For Amend charter to n expressly grant board of directors power to change location of the principal office w/o approval of 3 stockholders. Issuer Abstai Abstain Against Ratify the appointment of Rowles & Company LLP, as the independent public accountants 4 for 2006 Issuer Yes For For White Mountain Election of Insurance twenty-six (26) Group, Ltd. WTM G9618E107 5/25/06 3/27/06 Annual 1 directors Issuer Yes For For Appointment of independent registered accounting 2 firm Issuer Yes For For Pacific Premier Election of two (2) Bancorp, Inc. PPBI 69478X105 5/31/06 3/31/06 Annual 1 directors Issuer Yes For For Ratify appointment of Vavrinek, Trine, Day & Co., LLP as independent auditors 2 for 2006 Issuer Yes For For Technology Election of Investment twenty-six (26) Capital Corp. TICC 878717305 6/6/06 4/27/06 Annual 1 directors Issuer Yes For For Ratify the appointment of PWC LLP, as the independent public 2 accountants for 2006 Issuer Yes For For Bank of Oak Election of three (3) Ridge BKOR 064180102 6/8/06 4/21/06 Annual 1 directors Issuer Yes For For Ratify appointment of Larrowe & Company, PLC as independent 2 auditors for 2006 Issuer Yes For For Approval of proposed future reorganization of 3 the bank Issuer Yes Abstain Abstain Approval of the holding company 4 omnibus plan Issuer Yes Abstain Abstain Mortgageit Election of four (4) Holdings, Inc. MHL 61915Q108 6/13/06 4/24/04 Annual 1 directors Issuer Yes For For Ratify appointment of BDO Seidman. LLP as independent auditors 2 for 2006 Issuer Yes For For People's Choice Financial Election of four (4) Corporation PCTB 71085T105 4/17/06 6/14/06 Annual 1 directors Issuer Yes For For Ratify the appointment of Grant Tornton LLP as independent auditor 2 for 2006 Issuer Yes For For Countrywide Financial Election of four (4) Corporation CFC 222372104 6/14/06 4/17/06 Annual 1 directors Issuer Yes For For Approve 2006 equity 2 incentive plan Issuer Yes Against Against Ratify the appointment of KPMG LLP, as the independent public 3 accountants for 2006 Issuer Yes For For Consider stockholder proposal urging board of directors to adopt policy that stockholders be given opportunity to annually approve report of our compensation 4 committee. Holder Yes For Against Team Election of three (3) Financial, Inc. TFIN 87815X109 6/20/06 5/5/06 Annual 1 directors Issuer Yes For For Ratify appointment of KPMG LLP as independent auditors 2 for 2006 Issuer Yes For For Proposal regarding shareholder rights 3 agreement Holder Yes For Against Proposal to declassify board of 4 directors Holder Yes For Against Transaction of such other business as may properly come before 5 the meeting Holder AbstainAbstain Abstain Broadway Financial Election of three (3) Corporation BYFC 111444105 6/21/06 4/21/06 Annual 1 directors Issuer Yes For For Ratify appointment of Crowe, Chizek and Company, LLP, as independent auditors 2 for 2006 Issuer Yes For For First Security Election of seven (7) Group, Ins. FSGI 336312103 6/23/06 4/13/06 Annual 1 directors Issuer Yes For For Ratify appointment of Joseph Decosimo and Company, PLLC as independent auditors 2 for 2006 Issuer Yes For For Alliance Bankshares Election of two (2) Corporation ABVA 018535104 6/28/06 5/5/06 Annual 1 directors Issuer Yes For For Ratify appointment of Yount, Hyde & Barbour, PC, as independent auditors 2 for 2006 Issuer Yes For For Approve amendment to the articles of incorporation to increase the number of authorized shares from 10,000,000 to 3 15, 000,000 Issuer Yes Against Against United Financial Election of three (3) Bancorp, Inc. UBNK 91030R103 7/20/06 5/22/06 Annual 1 directors Issuer Yes For For Approval of the 2006 stock-based incentive 2 plan Issuer Yes Against Against Ratify appointment of Grant Thornton, LLP as independent registered public accounting firm for 3 2006 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. -----END PRIVACY-ENHANCED MESSAGE-----