First Funds N-PX Annual report of proxy voting record

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-6589

FIRST FUNDS

(Exact name of registrant as specified in charter)

1625 Broadway, Suite 2200, Denver, Colorado 80202

(Address of principal executive offices) (Zip code)

Erin E. Douglas

First Funds

1625 Broadway, Suite 2200

Denver, Colorado 80202

(Name and address of agent for service)

Registrant’s Telephone Number, including Area Code: (303) 623-2577

Date of fiscal year end: June 30

Date of reporting period: July 1, 2003 - June 30, 2004

Item 1 – Proxy Voting Record.

First Funds Core Equity Portfolio

Name of Issuer	Ticker Symbol	CUSIP	Shareholder Meeting Date	Brief Identification of Matter	Proposed by Issuer or Security Holder	Whether Vote was cast	How Cast	Cast for or Against Management
Cardinal Health	CAH	14149Y108	11/15/03	Elect Directors	Issuer	Yes	For	For Management
Medtronic	MDT	585055106	08/28/03	Elect Directors	Issuer	Yes	W’hold	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management
				Approve Annual Bonus Plan	Issuer	Yes	For	For Mangement
Microsoft	MSFT	594918104	11/11/03	Elect Directors	Issuer	Yes	W’Hold	For Management
				Amend Stock Option Plan	Issuer	Yes	For	For Management
				Amend Director Stock Option Plan	Issuer	Yes	Against	For Management
				Limit or End Charitable Giving	Issuer	Yes	Against	For Management
Vodafone Group	VOD	92857W100	7/30/2003	To receive the report of Directors and Financial Statements	Issuer	Yes	For	For Management
				To approve the Remuneration Report	Issuer	Yes	For	For Management
				Elect Directors	Issuer	Yes	For	For Management
				Approve Final Dividend of .8983 per ordinary Share	Issuer	Yes	For	For Management
				Re-Appoint Deloitte & Touche as Auditors	Issuer	Yes	For	For Management
				Authorize Audit Committee to determine Auditors’ Remuneration	Issuer	Yes	For	For Management
				Authorize donations and expenditure under the Political Parties Election and Referendums Act 2000	Issuer	Yes	For	For Management
				Renew authority to allot shares under Article 16.2 of the Company’s Articles of Association	Issuer	Yes	For	For Management
				Renew Authority to Disapply Pre-emption Rights under Article 16.3	Issuer	Yes	For	For Management
				Authorize Company’s purchase of its own shares	Issuer	Yes	For	For Management

2

Cisco Systems	CSCO	17275R102	11/11/2003	Elect Directors	Issuer	Yes	For	For Management
				Adopy Employee Stock Purchase Plan	Issuer	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				SP-Misc. Human/Political Rights Proposal	Security Holder	Yes	Against	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes	Against	For Management
Costco Wholesale	COST	22160K105	01/29/04	Elect Benjamin S. Carson	Issuer	Yes	Abstain	For Management
				Elect Hamilton E. James	Issuer	Yes	Against	For Management
				Elect Jill A. Ruckelshaus	Issuer	Yes	Against	For Management
				Elect William H. Gates	Issuer	Yes	Abstain	For Management
				Elect Daniel J. Evans	Issuer	Yes	Abstain	For Management
				SP-Repeal Classified Board	Security Holder	Yes	Against	For Management
				SP-Report on Land Development Policy	Security Holder	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
Hewlett_Packard	HPQ	428236103	03/17/04	Elect Lawrence T. Babbio Jr.	Issuer	Yes	Against	For Management
				Elect Patricia C. Dunn	Issuer	Yes	Against	For Management
				Elect Carleton S. Fiorina	Issuer	Yes	For	For Management
				Elect Richard A. Hackborn	Issuer	Yes	For	For Management
				Elect George A. Keyworth II	Issuer	Yes	Against	For Management
				Elect Robert E. Knowling Jr.	Issuer	Yes	Against	For Management
				Elect Sanford M. Litvack	Issuer	Yes	Against	For Management
				Elect Robert L. Ryan	Issuer	Yes	For	For Management
				Elect Lucille S. Salhany	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management
				SP-Expense Stock Options	Security Holder	Yes	Against	For Management

3

FleetBoston	FBF	339030108	03/17/04	Approve Merger/Acquisition	Issuer	Yes	For	For Management
				Adjourn Meeting	Issuer	Yes	For	For Management
Federal Home	FRE	313400301	03/31/04	Elect Directors	Issuer	Yes	For	For Management
Loan Mortgage
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
Texas Instruments	TXN	882508104	04/15/04	Elect James R. Adams	Issuer	Yes	Against	For Management
				Elect David L. Boren	Issuer	Yes	For	For Management
				Elect Daniel A. Carp	Issuer	Yes	For	For Management
				Elect Thomas J. Engibous	Issuer	Yes	For	For Management
				Elect Gerald W. Fronterhouse	Issuer	Yes	Against	For Management
				Elect David R. Goode	Issuer	Yes	Against	For Management
				Elect Wayne R. Sanders	Issuer	Yes	For	For Management
				Elect Ruth J. Simmons	Issuer	Yes	Against	For Management
				Elect Richard K. Templeton	Issuer	Yes	For	For Management
				Elect Christine Todd Whitman	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				SP-Expense Stock Options	Security Holder	Yes	Against	For Management
Pfizer	PFE	717081103	04/22/04	Elect Michael S. Brown	Issuer	Yes	For	For Management
				Elect M. Anthony Burns	Issuer	Yes	For	For Management
				Elect Robert N. Burt	Issuer	Yes	Against	For Management
				Elect W. Don Cornwell	Issuer	Yes	Against	For Management
				Elect William H. Gray III	Issuer	Yes	For	For Management
				Elect Constance J. Horner	Issuer	Yes	For	For Management
				Elect William R. Howell	Issuer	Yes	Against	For Management
				Elect Stanley O. Ikenberry	Issuer	Yes	For	For Management
				Elect George A. Lorch	Issuer	Yes	For	For Management
				Elect Henry A. McKinnell Jr.	Issuer	Yes	For	For Management
				Elect Dana G. Mead	Issuer	Yes	For	For Management
				Elect Franklin D. Raines	Issuer	Yes	For	For Management
				Elect Ruth J. Simmons	Issuer	Yes	For	For Management
				Elect William C. Steere Jr.	Issuer	Yes	For	For Management
				Elect Jean-Paul Valles	Issuer	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management
				SP-Review AIDS Pandemic’s Impact on Company	Security Holder	Yes	Against	For Management
				SP-Limit or End Political Spending	Security Holder	Yes	Against	For Management
				SP-Review Political Spending	Security Holder	Yes	For	For Management
				SP-Director Tenure/Retirement Age	Security Holder	Yes	For	For Management
				SP-Review Drug Pricing or Distribution	Security Holder	Yes	Against	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes	Against	For Management
				SP-Review or Promote Animal Welfare	Security Holder	Yes	Against	For Management

4

Harley-Davidson	HDI	412822108	04/24/04	Elect Barry K. Allen	Issuer	Yes	Abstain	For Management
				Elect Richard I. Beattie	Issuer	Yes	Against	For Management
				Amend Annual Bonus Plan	Issuer	Yes	For	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
Wells Fargo	WFC	949746101	04/27/04	Elect John A. Blanchard III	Issuer	Yes	Against	For Management
				Elect Susan E. Engel	Issuer	Yes	For	For Management
				Elect Enrique Hernandez Jr.	Issuer	Yes	Against	For Management
				Elect Robert L. Joss	Issuer	Yes	For	For Management
				Elect Reatha Clark King	Issuer	Yes	Against	For Management
				Elect Richard M. Kovacevich	Issuer	Yes	For	For Management
				Elect Richard D. McCormick	Issuer	Yes	For	For Management
				Elect Cynthia H. Milligan	Issuer	Yes	Against	For Management
				Elect Philip J. Quigley	Issuer	Yes	Against	For Management
				Elect Donald B. Rice	Issuer	Yes	For	For Management
				Elect Judith M. Runstad	Issuer	Yes	Against	For Management
				Elect Stephen W. Sanger	Issuer	Yes	For	For Management
				Elect Susan G. Swenson	Issuer	Yes	Against	For Management
				Elect Michael W. Wright	Issuer	Yes	For	For Management
				Approve Savings Plan	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				SP-Expense Stock Options	Security Holder	Yes	Against	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes	Against	For Management
				SP-Link Executive Pay to Social Criteria	Security Holder	Yes	Against	For Management
				SP-Review Political Spending	Security Holder	Yes	For	For Management

5

General Electric	GE	369604103	04/28/04	Elect James I. Cash Jr.	Issuer	Yes	Against	For Management
				Elect Dennis D. Dammerman	Issuer	Yes	For	For Management
				Elect Ann M. Fudge	Issuer	Yes	For	For Management
				Elect Claudio X. Gonzalez Laporte	Issuer	Yes	Against	For Management
				Elect Jeffrey R. Immelt	Issuer	Yes	For	For Management
				Elect Andrea Jung	Issuer	Yes	For	For Management
				Elect Alan G. Lafley	Issuer	Yes	For	For Management
				Elect Kenneth G. Langone	Issuer	Yes	Against	For Management
				Elect Ralph S. Larsen	Issuer	Yes	For	For Management
				Elect Rochelle B. Lazarus	Issuer	Yes	For	For Management
				Elect Samuel A. Nunn Jr.	Issuer	Yes	For	For Management
				Elect Roger S. Penske	Issuer	Yes	For	For Management
				Elect Robert J. Swieringa	Issuer	Yes	For	For Management
				Elect Douglas A. Warner III	Issuer	Yes	Against	For Management
				Elect Robert C. Wright	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Amend Long-term Bonus Plan	Issuer	Yes	Against	For Management
				SP-Adopt Cumulative Voting	Security Holder	Yes	For	For Management
				SP-Review or Promote Animal Welfare	Security Holder	Yes	Against	For Management
				SP-Review Nuclear Facility/Waste	Security Holder	Yes	Against	For Management
				SP-Report on Environmental Impact or Plans	Security Holder	Yes	Against	For Management
				SP-Report on Risk to Image of Globalization Strate	Security Holder	Yes	Against	For Management
				SP-Report on Sustainability	Security Holder	Yes	Against	For Management
				SP-Increase Comp Committee Independence	Security Holder	Yes	For	For Management
				SP-Link Executive Pay to Social Criteria	Security Holder	Yes	Against	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes	Against	For Management
				SP-Limit Number of Directorships	Security Holder	Yes	Against	For Management
				SP-Independent Board Chairman	Security Holder	Yes	For	For Management
				SP-Study Sale or Spin-off	Security Holder	Yes	Against	For Management
				SP-Require Option Shares to Be Held	Security Holder	Yes	Against	For Management
				SP-Increase Board Independence	Security Holder	Yes	For	For Management
				SP-Review Political Spending	Security Holder	Yes	For	For Management

6

McGraw-Hill	MHP	580645109	04/28/04	Elect Pedro Aspe	Issuer	Yes	Against	For Management
				Elect Robert P. McGraw	Issuer	Yes	Abstain	For Management
				Elect Hilda Ochoa-Brillembourg	Issuer	Yes	Abstain	For Management
				Elect Edward B. Rust Jr.	Issuer	Yes	Against	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				SP-Redeem or Vote on Poison Pill	Security Holder	Yes	Against	For Management
Capital One Financial	COF	14040H105	04/29/04	Elect W. Ronald Dietz	Issuer	Yes	Against	For Management
				Elect Lewis Hay III	Issuer	Yes	Abstain	For Management
				Elect Mayo A. Shattuck III	Issuer	Yes	Abstain	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management

7

XL Capital LTD	XL	G98255105	04/30/04	Elect John Loudon	Issuer	Yes	Abstain	For Management
				Elect Robert S. Parker	Issuer	Yes	Abstain	For Management
				Elect Alan Z. Senter	Issuer	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
Aflac	AFL	001055102	05/03/04	Elect Daniel P. Amos	Issuer	Yes	For	For Management
				Elect J. Shelby Amos II	Issuer	Yes	For	For Management
				Elect Michael H. Armacost	Issuer	Yes	For	For Management
				Elect Kriss Cloninger III	Issuer	Yes	For	For Management
				Elect Joe Frank Harris	Issuer	Yes	For	For Management
				Elect Elizabeth J. Hudson	Issuer	Yes	For	For Management
				Elect Kenneth S. Janke Sr.	Issuer	Yes	For	For Management
				Elect Douglas W. Johnson	Issuer	Yes	Against	For Management
				Elect Robert B. Johnson	Issuer	Yes	For	For Management
				Elect Charles B. Knapp	Issuer	Yes	Against	For Management
				Elect Hidefumi Matsui	Issuer	Yes	For	For Management
				Elect Nobuhiro Mori	Issuer	Yes	For	For Management
				Elect E. Stephen Purdom	Issuer	Yes	For	For Management
				Elect Barbara K. Rimer	Issuer	Yes	For	For Management
				Elect Marvin R. Schuster	Issuer	Yes	Against	For Management
				Elect Glenn Vaughn Jr.	Issuer	Yes	Against	For Management
				Elect Robert L. Wright	Issuer	Yes	Against	For Management
				Adopt Stock Option Plan	Issuer	Yes	Against	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
PepsiCO	PEP	713448108	05/05/04	Elect John F. Akers
				Elect Robert E. Allen	Issuer	Yes	For	For Management
				Elect Ray L. Hunt	Issuer	Yes	For	For Management
				Elect Arthur C. Martinez	Issuer	Yes	Against	For Management
				Elect Indra K. Nooyi	Issuer	Yes	For	For Management
				Elect Franklin D. Raines	Issuer	Yes	Against	For Management
				Elect Steven S. Reinemund	Issuer	Yes	For	For Management
				Elect Sharon Percy Rockefeller	Issuer	Yes	For	For Management
				Elect James J. Schiro	Issuer	Yes	Against	For Management
				Elect Franklin A. Thomas	Issuer	Yes	Against	For Management
				Elect Cynthia M. Trudell	Issuer	Yes	Against	For Management
				Elect Solomon D. Trujillo	Issuer	Yes	Against	For Management
				Elect Daniel Vasella	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Approve Annual Bonus Plan	Issuer	Yes	For	For Management
				SP-Review Political Spending	Security Holder	Yes	Against	For Management
				SP-Review AIDS Pandemic’s Impact on Company	Security Holder	Yes	Against	For Management

8

Colgate-Palmolive	CL	194162103	05/07/04	Elect Jill K. Conway	Issuer	Yes	Against	For Management
				Elect Ronald E. Ferguson	Issuer	Yes	Against	For Management
				Elect Carlos M. Gutierrez	Issuer	Yes	Against	For Management
				Elect Ellen M. Hancock	Issuer	Yes	Against	For Management
				Elect David W. Johnson	Issuer	Yes	For	For Management
				Elect Richard J. Kogan	Issuer	Yes	For	For Management
				Elect Delano E. Lewis	Issuer	Yes	For	For Management
				Elect Reuben Mark	Issuer	Yes	For	For Management
				Elect Elizabeth A. Monrad	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Reapprove Option/Bonus Plan for OBRA	Issuer	Yes	For	For Management
				SP-Golden Parachutes	Security Holder	Yes	For	For Management
				SP-Monitor/Adopt ILO Conventions	Security Holder	Yes	Against	For Management
				SP-Independent Board Chairman	Security Holder	Yes	For	For Management
American International Group	AIG	026874107	05/19/04	Elect M. Bernard Aidinoff	Issuer	Yes	Against	For Management
				Elect Pei-Yuan Chia	Issuer	Yes	Against	For Management
				Elect Marshall A. Cohen	Issuer	Yes	For	For Management
				Elect William S. Cohen	Issuer	Yes	For	For Management
				Elect Martin S. Feldstein	Issuer	Yes	For	For Management
				Elect Ellen V. Futter	Issuer	Yes	For	For Management
				Elect Maurice R. Greenberg	Issuer	Yes	For	For Management
				Elect Carla A. Hills	Issuer	Yes	Against	For Management
				Elect Frank J. Hoenemeyer	Issuer	Yes	Against	For Management
				Elect Richard C. Holbrooke	Issuer	Yes	For	For Management
				Elect Donald P. Kanak	Issuer	Yes	For	For Management
				Elect Howard I. Smith	Issuer	Yes	For	For Management
				Elect Martin J. Sullivan	Issuer	Yes	For	For Management
				Elect Edmund S.W. Tse	Issuer	Yes	For	For Management
				Elect Frank G. Zarb	Issuer	Yes	Against	For Management
				Approve Annual Bonus Plan	Issuer	Yes	For	For Management
				Adopt Director Stock Award Plan	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				SP-Review Political Spending	Security Holder	Yes	For	For Management
				SP-Sever Links with Tobacco Industry	Security Holder	Yes	Against	For Management
				SP-Link Executive Pay to Social Criteria	Security Holder	Yes	Against	For Management

9

Intel Corp	INTC	458140100	05/19/04	Elect Craig R. Barrett	Issuer	Yes		For	For Management
				Elect Charlene Barshefsky	Issuer	Yes		For	For Management
				Elect E. John P. Browne	Issuer	Yes		Against	For Management
				Elect Andrew S. Grove	Issuer	Yes		For	For Management
				Elect D. James Guzy	Issuer	Yes		Against	For Management
				Elect Reed E. Hundt	Issuer	Yes		For	For Management
				Elect Paul S. Otellini	Issuer	Yes	��	For	For Management
				Elect David S. Pottruck	Issuer	Yes		For	For Management
				Elect Jane E. Shaw	Issuer	Yes		Against	For Management
				Elect John L. Thornton	Issuer	Yes		For	For Management
				Elect David B. Yoffie	Issuer	Yes		For	For Management
				Ratify Selection of Auditors	Issuer	Yes		For	For Management
				Adopt Stock Option Plan	Issuer	Yes		Against	For Management
				SP-Expense Stock Options	Security Holder	Yes		Against	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes		Against	For Management
				SP-Award Performance-based Stock Options	Security Holder	Yes		For	For Management
Fannie Mae	FNM	313586109	05/25/04	Elect Stephen B. Ashley	Issuer	Yes		For	For Management
				Elect Kenneth M. Duberstein	Issuer	Yes		For	For Management
				Elect Thomas P. Gerrity	Issuer	Yes		Against	For Management
				Elect Timothy Howard	Issuer	Yes		For	For Management
				Elect Ann McLaughlin Korologos	Issuer	Yes		For	For Management
				Elect Frederic V. Malek	Issuer	Yes		Against	For Management
				Elect Donald B. Marron	Issuer	Yes		For	For Management
				Elect Daniel H. Mudd	Issuer	Yes		For	For Management
				Elect Anne M. Mulcahy	Issuer	Yes		Against	For Management
				Elect Joe K. Pickett	Issuer	Yes		Against	For Management
				Elect Leslie Rahl	Issuer	Yes		For	For Management
				Elect Franklin D. Raines	Issuer	Yes		For	For Management
				Elect H. Patrick Swygert	Issuer	Yes		For	For Management
				Ratify Selection of Auditors	Issuer	Yes		For	For Management
				Add Shares to Employee Stock Purchase Plan	Issuer	Yes		For	For Management
				SP-Adopt Cumulative Voting	Security Holder	Yes		For	For Management

10

JP Morgan Chase & Co	JPM	46625H100	05/25/04	Approve Common Stock Issuance	Issuer	Yes	For	For Management
				Elect Hans W. Becherer	Issuer	Yes	Against	For Management
				Elect Frank A. Bennack Jr.	Issuer	Yes	Against	For Management
				Elect John H. Biggs	Issuer	Yes	Against	For Management
				Elect Lawrence A. Bossidy	Issuer	Yes	For	For Management
				Elect Ellen V. Futter	Issuer	Yes	For	For Management
				Elect William H. Gray III	Issuer	Yes	For	For Management
				Elect William B. Harrison Jr.	Issuer	Yes	For	For Management
				Elect Helene L. Kaplan	Issuer	Yes	For	For Management
				Elect Lee R. Raymond	Issuer	Yes	For	For Management
				Elect John R. Stafford	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Reapprove Option/Bonus Plan for OBRA	Issuer	Yes	For	For Management
				Adjourn Meeting	Issuer	Yes	For	For Management
				SP-Director Tenure/Retirement Age	Security Holder	Yes	For	For Management
				SP-Limit or End Charitable Giving	Security Holder	Yes	Against	For Management
				SP-Review Political Spending	Security Holder	Yes	For	For Management
				SP-Independent Board Chairman	Security Holder	Yes	For	For Management
				SP-Failure to Disclose Derivatives	Security Holder	Yes	Against	For Management
				SP-Limit Consulting by Auditors	Security Holder	Yes	For	For Management
				SP-Restrict Director Compensation	Security Holder	Yes	For	For Management
				SP-Link Executive Pay to Social Criteria	Security Holder	Yes	Against	For Management

11

Omnicom Group	OMC	681919106	05/25/04	Elect John D. Wren	Issuer	Yes	For	For Management
				Elect Bruce Crawford	Issuer	Yes	For	For Management
				Elect Robert Charles Clark	Issuer	Yes	Against	For Management
				Elect Leonard S. Coleman Jr.	Issuer	Yes	For	For Management
				Elect Errol M. Cook	Issuer	Yes	Against	For Management
				Elect Susan S. Denison	Issuer	Yes	For	For Management
				Elect Michael A. Henning	Issuer	Yes	Against	For Management
				Elect John R. Murphy	Issuer	Yes	Against	For Management
				Elect John R. Purcell	Issuer	Yes	For	For Management
				Elect Linda Johnson Rice	Issuer	Yes	For	For Management
				Elect Gary L. Roubos	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Adopt Director Stock Award Plan	Issuer	Yes	Against	For Management
Exxon Mobil Corp	XOM	30231G102	05/26/04	Elect Michael J. Boskin	Issuer	Yes	For	For Management
				Elect James R. Houghton	Issuer	Yes	Against	For Management
				Elect William R. Howell	Issuer	Yes	Against	For Management
				Elect Reatha Clark King	Issuer	Yes	Against	For Management
				Elect Philip E. Lippincott	Issuer	Yes	For	For Management
				Elect Harry J. Longwell	Issuer	Yes	For	For Management
				Elect Henry A. McKinnell Jr.	Issuer	Yes	For	For Management
				Elect Marilyn Carlson Nelson	Issuer	Yes	Against	For Management
				Elect Lee R. Raymond	Issuer	Yes	For	For Management
				Elect Walter V. Shipley	Issuer	Yes	For	For Management
				Elect Rex W. Tillerson	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				Adopt Director Stock Award Plan	Issuer	Yes	Against	For Management
				SP-Affirm Political Nonpartisanship	Security Holder	Yes	Against	For Management
				SP-Review Political Spending	Security Holder	Yes	For	For Management
				SP-Review Operations’ Impact on Local Groups	Security Holder	Yes	Against	For Management
				SP-Independent Board Chairman	Security Holder	Yes	For	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes	Against	For Management
				SP-Link Executive Pay to Social Criteria	Security Holder	Yes	Against	For Management
				SP-Adopt Sexual Orientation Anti-Bias Policy	Security Holder	Yes	Against	For Management
				SP-Report or Take Action on Climate Change	Security Holder	Yes	Against	For Management

12

Home Depot Inc	HD	437076102	05/27/04	Elect Gregory D. Brenneman	Issuer	Yes	Against	For Management
				Elect Richard H. Brown	Issuer	Yes	Against	For Management
				Elect John L. Clendenin	Issuer	Yes	Against	For Management
				Elect Berry R. Cox	Issuer	Yes	For	For Management
				Elect Claudio X. Gonzalez Laporte	Issuer	Yes	Against	For Management
				Elect Milledge A. Hart III	Issuer	Yes	For	For Management
				Elect Bonnie Guiton Hill	Issuer	Yes	Against	For Management
				Elect Kenneth G. Langone	Issuer	Yes	For	For Management
				Elect Robert L. Nardelli	Issuer	Yes	For	For Management
				Elect Roger S. Penske	Issuer	Yes	For	For Management
				Ratify Selection of Auditors	Issuer	Yes	For	For Management
				SP-Director Tenure/Retirement Age	Security Holder	Yes	For	For Management
				SP-Redeem or Vote on Poison Pill	Security Holder	Yes	Against	For Management
				SP-Restrict Executive Compensation	Security Holder	Yes	Against	For Management
				SP-Monitor/Adopt ILO Conventions	Security Holder	Yes	Against	For Management
				SP-Golden Parachutes	Security Holder	Yes	For	For Management
				SP-Require Majority Vote to Elect Directors	Security Holder	Yes	Against	For Management

13

Vodafone Group	VOD	92857W100	7/27/2004	Approve Financial Statements	Issuer	Yes	For	For Management
				Approve Remuneration Policy	Issuer	Yes	For	For Management
				Elect P. Bamford	Issuer	Yes	For	For Management
				Elect J. Smith	Issuer	Yes	For	For Management
				Elect D. Scholey	Issuer	Yes	Against	For Management
				Elect L. Vandevelde	Issuer	Yes	For	For Management
				Set Dividend/Allocate Profits	Issuer	Yes	For	For Management
				Appoint Outside Auditors	Issuer	Yes	For	For Management
				Set Auditors’ Fees	Issuer	Yes	For	For Management
				Approve Political Donation	Issuer	Yes	For	For Management
				Issue Stock w/Preemptive Rights	Issuer	Yes	Against	For Management
				Issue Stock w/o Preemptive Rights	Issuer	Yes	For	For Management
				Authorize Share Repurchase	Issuer	Yes	For	For Management
				Approve Put Option Contracts	Issuer	Yes	For	For Management

14

First Funds Capital Appreciation Portfolio

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec		Vote Cast	Prpnent	Shares Voted
06/07/04 - A	Abgenix, Inc. *ABGX*		00339B107					64,200
	1	Elect Directors		For		For	Mgmt
05/26/04 - A	Advanced Neuromodulation Systems, Inc. *ANSI*		00757T101					14,800
	1	Elect Directors		For		For	Mgmt
	2	Increase Authorized Common Stock		For	��	Against	Mgmt
	3	Approve Omnibus Stock Plan		For		For	Mgmt
10/09/03 - A	Agile Software Corp. *AGIL*		00846X105					123,200
	1	Elect Directors		For		For	Mgmt
	2	Ratify Auditors		For		For	Mgmt
05/25/04 - A	Akamai Technologies, Inc. *AKAM*		00971T101					52,900
	1	Elect Directors		For		For	Mgmt
	2	Amend Omnibus Stock Plan		For		For	Mgmt
	3	Ratify Auditors		For		For	Mgmt
05/19/04 - A	Align Technology, Inc. *ALGN*		016255101					91,400
	1	Elect Directors		For		For	Mgmt
	2	Ratify Auditors		For		For	Mgmt
05/19/04 - A	Ask Jeeves, Inc. *ASKJ*		045174109					44,000
	1	Elect Directors		For		Split	Mgmt
	1.1	Elect Director A. George (skip) Battle		For
	1.2	Elect Director Steven Berkowitz		For
	1.3	Elect Director Garrett Gruener		Withhold
	2	Ratify Auditors		For		For	Mgmt
06/22/04 - A	Axonyx, Inc. *AXYX*		05461R101					188,100
	1	Elect Directors		For		For	Mgmt
	2	Increase Authorized Common Stock		For		For	Mgmt
	3	Amend Stock Option Plan		For		For	Mgmt
	4	Ratify Auditors		For		For	Mgmt
08/27/03 - S	Brookline Bancorp, Inc. *BRKL*		11373M107					40,100
	1	Approve Omnibus Stock Plan		For		For	Mgmt
	2	Approve Restricted Stock Plan		For		For	Mgmt
04/15/04 - A	Brookline Bancorp, Inc. *BRKL*		11373M107					48,500
	1	Elect Directors		For		For	Mgmt
	2	Ratify Auditors		For		For	Mgmt

15

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
04/27/04 - A	Brooks Automation, Inc. *BRKS*		114340102				69,400
	1	Elect Directors		For	For	Mgmt
	2	Amend Stock Option Plan		For	For	Mgmt
	3	Amend Employee Stock Purchase Plan		For	For	Mgmt
04/28/04 - A	Capitalsource, Inc *CSE*		14055X102				77,900
	1	Elect Directors		For	For	Mgmt
04/16/04 - A	Charles River Associates Inc. *CRAI*		159852102				12,100
	1	Elect Directors		For	For	Mgmt
03/10/04 - A	CIENA Corporation *CIEN*		171779101				40,292
	1	Elect Directors		For	For	Mgmt
11/05/03 - A	Coach, Inc. *COH*		189754104				24,000
	1	Elect Directors		For	For	Mgmt
05/17/04 - A	Commercial Capital Bancorp, Inc. *CCBI*		20162L105				7,800
	1	Approve Merger Agreement		For	For	Mgmt
	2	Elect Directors		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
	4	Increase Authorized Common Stock		For	For	Mgmt
	5	Approve Executive Incentive Bonus Plan		For	For	Mgmt
	6	Approve Omnibus Stock Plan		For	For	Mgmt
	7	Adjourn Meeting		For	Against	Mgmt
06/01/04 - A	Conceptus, Inc. *CPTS*		206016107				71,600
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
	3	Amend Omnibus Stock Plan		For	For	Mgmt
	4	Amend Omnibus Stock Plan		For	For	Mgmt
	5	Amend Employee Stock Purchase Plan		For	For	Mgmt
05/07/04 - A	Connetics Corp. *CNCT*		208192104				56,000
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Alexander E. Barkas, Ph.D.		For
	1.2	Elect Director Eugene A. Bauer, M.D.		Withhold
	1.3	Elect Director R. Andrew Eckert		For
	1.4	Elect Director Denise M. Gilbert, Ph.D.		For
	1.5	Elect Director John C. Kane		For
	1.6	Elect Director Thomas D. Kiley		For
	1.7	Elect Director Leon E. Panetta		Withhold
	1.8	Elect Director G. Kirk Raab		For
	1.9	Elect Director Thomas G. Wiggans		For
	2	Ratify Auditors		For	For	Mgmt
	3	Other Business		For	Against	Mgmt

16

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
07/15/03 - A	Constellation Brands, Inc. *STZ.B*		21036P108				17,700
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Thomas C. McDermott as Class A Stock Director		Withhold
	1.2	Elect Director Paul L. Smith as Class A Stock Director		Withhold
	1.3	Elect Director George Bresler as Class B Stock Director		For
	1.4	Elect Director Jeananne K. Hauswald as Class B Stock Director		Withhold
	1.5	Elect Director James A. Locke III as Class B Stock Director		Withhold
	1.6	Elect Director Richard Sands, Ph.D. as Class B Stock Director		For
	1.7	Elect Director Robert Sands as Class B Stock Director		Withhold
	2	Ratify Auditors		For	Against	Mgmt
05/10/04 - A	Corillian Corp *CORI*		218725109				171,700
	1.a	Elect Director Robert G. Barrett		For	For	Mgmt
	1.b	Elect Director Alex P. Hart		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
05/20/04 - A	Cymer, Inc. *CYMI*		232572107				33,000
	1	Elect Directors		For	Withhold	Mgmt
	2	Amend Employee Stock Purchase Plan		For	For	Mgmt
	3	Ratify Auditors		For	Against	Mgmt
05/05/04 - A	Delphi Financial Group, Inc. *DFG*		247131105				50,800
	1	Elect Directors		For	For	Mgmt
	2	Amend Omnibus Stock Plan		For	Against	Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For	Mgmt
	4	Divest from Tobacco Equities		Against	Against	ShrHoldr
	5	Other Business		For	Against	Mgmt
04/28/04 - A	Downey Financial Corp. *DSL*		261018105				38,200
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Brent McQuarrie		For
	1.2	Elect Director James H. Hunter		For
	1.3	Elect Director Marangal I. Domingo		Withhold
	2	Ratify Auditors		For	For	Mgmt
04/20/04 - A	Fidelity Bankshares Inc New *FFFL*		31604Q107				19,000
	1	Elect Directors		For	For	Mgmt
07/10/03 - A	First Cash Financial Services, Inc *FCFS*		31942D107				45,700
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Rick L. Wessel		Withhold
	1.2	Elect Director Richard T. Burke		For
	1.3	Elect Director Joe R. Love		For
	2	Ratify Auditors		For	For	Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For	Mgmt

17

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
06/15/04 - A	First Cash Financial Services, Inc *FCFS*		31942D107				99,150
	1	Elect Directors		For	For	Mgmt
	2	Increase Authorized Common Stock		For	Against	Mgmt
	3	Approve Omnibus Stock Plan		For	Against	Mgmt
	4	Ratify Auditors		For	For	Mgmt
05/12/04 - A/S	Four Seasons Hotels Inc. *FSH.*		35100E104				17,600
		Management Proposal for Holders of Limited Voting Shares Only
	1	Elect N. Beaubien and J. Prichard as Directors		For	For	Mgmt
		Management Proposal for Holders of Limited Voting Shares and Variable Multiple Voting Shares
	2	Elect B. Belzberg, H. Garland, C. Henry, H. Munroe-Blum, R. Osborne, L. Schipper, I. Sharp, A. Sharp, B. Swirsky, S. Tamaki and S. Turner as Directors		For	For	Mgmt
	3	Ratify KPMG LLP as Auditors		For	For	Mgmt
	4	Amend Stock Option Plan		For	Against	Mgmt
		Shareholder Proposal for Holders of Limited Voting Shares and Variable Multiple Voting Shares
	5	Eliminate Multiple Voting Shares		Against	For	ShrHoldr
05/13/04 - A	Gentex Corp. *GNTX*		371901109				24,500
	1	Elect Directors		For	For	Mgmt
	2	Amend Stock Option Plan		For	For	Mgmt
	3	Increase Authorized Common Stock		For	For	Mgmt
	4	Ratify Auditors		For	For	Mgmt
05/20/04 - A	GEVITY HR INC *GVHR*		374393106				45,300
	1	Elect Directors		For	For	Mgmt
	2	Declassify the Board of Directors		For	For	Mgmt
04/29/04 - A	Guitar Center, Inc. *GTRC*		402040109				23,000
	1	Elect Directors		For	For	Mgmt
	2	Approve Omnibus Stock Plan		For	For	Mgmt
06/02/04 - A	Hibbett Sporting Goods, Inc. *HIBB*		428565105				53,625
	1	Elect Directors		For	For	Mgmt
	2	Amend Non-Employee Director Stock Option Plan		For	For	Mgmt
04/14/04 - A	Integral Systems, Inc. *ISYS*		45810H107				60,800
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Steven R. Chamberlain		Withhold
	1.2	Elect Director Thomas L. Gough		Withhold
	1.3	Elect Director Dominic A. Laiti		For
	1.4	Elect Director R. Doss Mccomas		For
	1.5	Elect Director Bonnie K. Wachtel		For

18

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
05/21/04 - A	Knight Transportation, Inc. *KNGT*		499064103				27,800
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Kevin P. Knight		Withhold
	1.2	Elect Director Randy Knight		Withhold
	1.3	Elect Director Michael Garnreiter		For
05/26/04 - A	Krispy Kreme Doughnuts Inc. *KKD*		501014104				5,400
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
05/11/04 - A	LIN TV Corp. *TVL*		532774106				29,500
	1	Elect Directors		For	For	Mgmt
	2	Establish Range For Board Size		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
05/21/04 - A	Manhattan Associates, Inc. *MANH*		562750109				28,200
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
06/17/04 - A	Mediacom Communications Corp. *MCCC*		58446K105				161,500
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Rocco B. Commisso		Withhold
	1.2	Elect Director Craig S. Mitchell		For
	1.3	Elect Director William S. Morris III		For
	1.4	Elect Director Thomas V. Reifenheiser		For
	1.5	Elect Director Natale S. Ricciardi		For
	1.6	Elect Director Mark E. Stephan		Withhold
	1.7	Elect Director Robert L. Winikoff		Withhold
	2	Approve Non-Employee Director Omnibus Stock Plan		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
11/19/03 - A	Medicis Pharmaceutical Corp. *MRX*		584690309				24,300
	1	Elect Directors		For	Withhold	Mgmt
	2	Increase Authorized Common Stock		For	Against	Mgmt
	3	Ratify Auditors		For	Against	Mgmt

19

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
06/17/04 - A	Nektar Therapeutics *NKTR*		640268108				172,800
	1	Elect Directors		For	For	Mgmt
	2	Amend Omnibus Stock Plan		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
05/26/04 - A	Netegrity, Inc. *NETE*		64110P107				96,700
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Sandra E. Bergeron		For
	1.2	Elect Director Barry N. Bycoff		For
	1.3	Elect Director Eric R. Giler		Withhold
	1.4	Elect Director Lawrence D. Lenihan, Jr.		For
	1.5	Elect Director Ronald T. Maheu		For
	1.6	Elect Director Ralph B. Wagner		For
	2	Approve Omnibus Stock Plan		For	For	Mgmt
	3	Adjourn Meeting		For	Against	Mgmt
12/09/03 - A/S	NEUROCHEM INC *NRM*		64125K101				78,600
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Dr. Francesco Bellini		Withhold
	1.2	Elect Director Dr. Colin Bier		For
	1.3	Elect Director Richard Cherney		For
	1.4	Elect Director Peter Kruyt		For
	1.5	Elect Director Dr. Frederick H. Lowy		For
	1.6	Elect Director John Molloy		For
	1.7	Elect Director Ronald M. Nordmann		For
	1.8	Elect Director Graeme K. Rutledge		For
	1.9	Elect Director Dr. Emil Skamene		For
	2	Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For	Mgmt
	3	Amend Stock Option Plan		For	Against	Mgmt
	4	Amend Bylaw Number 1A		For	For	Mgmt
05/19/04 - A	NEUROCHEM INC *NRM*		64125K101				94,300
	1	Elect Directors		For	For	Mgmt
	2	Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For	Mgmt
05/03/04 - S	North American Scientific, Inc. *NASI*		65715D100				79,000
	1	Approve Merger Agreement		For	For	Mgmt
	2	To Permit Issuance of Options in Connection with Merger		For	For	Mgmt
	3	Amend Stock Option Plan		For	Against	Mgmt
	4	Other Business		For	Against	Mgmt

20

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
06/04/04 - A	North American Scientific, Inc. *NASI*		65715D100				117,200
	1	Elect Directors		For	For	Mgmt
	2	Other Business		For	Against	Mgmt
08/21/03 - A	NPS Pharmaceuticals, Inc. *NPSP*		62936P103				33,800
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Santo J. Costa, J.D.		For
	1.2	Elect Director John R. Evans, M.D.		For
	1.3	Elect Director James G. Groninger		Withhold
	1.4	Elect Director Hunter Jackson, Ph.D.		Withhold
	1.5	Elect Director Joseph Klein, III		For
	1.6	Elect Director Donald E. Kuhla, Ph.D.		For
	1.7	Elect Director Thomas N. Parks, Ph.D.		For
	1.8	Elect Director Calvin R. Stiller, M.D.		For
	1.9	Elect Director Peter G. Tombros		For
	2	Increase Authorized Common Stock		For	For	Mgmt
	3	Amend Stock Option Plan		For	For	Mgmt
	4	Amend Employee Stock Purchase Plan		For	For	Mgmt
	5	Ratify Auditors		For	For	Mgmt
06/17/04 - A	O2MICRO INTERNATIONAL LIMITED *OIIM*		G6797E106				139,000
		Meeting for Holders of ADRs
	1	Elect Directors		For	For	Mgmt
	2	TO APPROVE AND ADOPT THE FINANCIAL STATEMENTS AND THE AUDITOR S REPORT IN THE FORM INCLUDED IN THE ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
05/27/04 - A	Pain Therapeutics, Inc. *PTIE*		69562K100				159,200
	1	Elect Directors		For	Withhold	Mgmt
	2	Ratify Auditors		For	For	Mgmt
05/12/04 - A	PORTFOLIO RECOVERY ASSOCS INC *PRAA*		73640Q105				15,800
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director David Roberts		Withhold
	1.2	Elect Director William Brophey		For
	2	Amend Stock Option Plan		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt

21

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
06/03/04 - A	Power Integrations, Inc. *POWI*		739276103				39,600
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director R. Scott Brown		For
	1.2	Elect Director Steven J. Sharp		Withhold
	2	Amend Stock Option Plan		For	Against	Mgmt
	3	Amend Employee Stock Purchase Plan		For	For	Mgmt
	4	Ratify Auditors		For	For	Mgmt
06/22/04 - A	POZEN Inc. *POZN*		73941U102				90,000
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director James R. Butler		For
	1.2	Elect Director Paul J. Rizzo		Withhold
	1.3	Elect Director Ted G. Wood		For
	2	Amend Omnibus Stock Plan		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
05/19/04 - A	Proassurance Corp *PRA*		74267C106				9,100
	1	Elect Directors		For	For	Mgmt
	2	Approve Omnibus Stock Plan		For	For	Mgmt
06/30/04 - A	Protein Design Labs, Inc. *PDLI*		74369L103				53,100
	1	Elect Directors		For	For	Mgmt
	2	Approve Omnibus Stock Plan		For	Against	Mgmt
	3	Ratify Auditors		For	For	Mgmt
04/23/04 - A	R&G Financial Corp. *RGF*		749136107				58,900
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Victor L. Galan		Withhold
	1.2	Elect Director Rafael Nin		For
	1.3	Elect Director Benigno Fernandez		For
	2	Increase Authorized Common Stock		For	For	Mgmt
	3	Approve Stock Option Plan		For	For	Mgmt
	4	Ratify Auditors		For	For	Mgmt
05/10/04 - A	Rait Investment Trust *RAS*		749227104				31,500
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
05/10/04 - A	Rare Hospitality International, Inc. *RARE*		753820109				40,550
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director James D. Dixon		For
	1.2	Elect Director Eugene I. Lee, Jr.		For
	1.3	Elect Director Ronald W. San Martin		Withhold
	1.4	Elect Director Roger L. Boeve		For
	2	Amend Omnibus Stock Plan		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt

22

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
05/06/04 - A	Redwood Trust, Inc. *RWT*		758075402				19,500
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
	3	Amend Omnibus Stock Plan		For	For	Mgmt
04/22/04 - A	Silicon Valley Bancshares *SIVB*		827064106				12,800
	1	Elect Directors		For	For	Mgmt
	2	Amend Omnibus Stock Plan		For	For	Mgmt
	3	Ratify Auditors		For	For	Mgmt
03/30/04 - A	Skyworks Solutions, Inc. *SWKS*		83088M102				162,300
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
	3	Other Business		For	Against	Mgmt
01/21/04 - A	Sonic Corp. *SONC*		835451105				27,775
	1	Elect Directors		For	For	Mgmt
	2	Other Business		For	Against	Mgmt
05/20/04 - A	Tessera Technologies, Inc. *TSRA*		88164L100				51,800
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
	3	Amend Omnibus Stock Plan		For	Against	Mgmt
02/25/04 - A	The Advisory Board Co *ABCO*		00762W107				41,900
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
05/18/04 - A	The Cheesecake Factory, Inc. *CAKE*		163072101				26,900
	1	Elect Directors		For	Withhold	Mgmt
	2	Amend Stock Option Plan		For	For	Mgmt
	3	Amend Omnibus Stock Plan		For	For	Mgmt
	4	Amend Non-Employee Director Stock Option Plan		For	For	Mgmt
04/27/04 - A	The South Financial Group Inc. *TSFG*		837841105				27,700
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director William P. Brant		For
	1.2	Elect Director J. W. Davis		For
	1.3	Elect Director C. Claymon Grimes, Jr.		For
	1.4	Elect Director William S. Hummers III		For
	1.5	Elect Director William R. Timmons III		For
	1.6	Elect Director David C. Wakefield III		Withhold
	2	Amend Stock Option Plan		For	Against	Mgmt
	3	Amend Omnibus Stock Plan		For	Against	Mgmt
	4	Increase Authorized Common Stock		For	For	Mgmt
	5	Amend Non-Employee Director Stock Option Plan		For	For	Mgmt
	6	Amend Employee Stock Purchase Plan		For	For	Mgmt
	7	Ratify Auditors		For	For	Mgmt

23

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
04/15/04 - A	Tractor Supply Co. *TSCO*		892356106				26,300
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director James F. Wright		For
	1.2	Elect Director Gerard E. Jones		Withhold
	1.3	Elect Director Edna K. Morris		For
	2	Ratify Auditors		For	Against	Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For	Mgmt
06/25/04 - A	United Therapeutics Corp. *UTHR*		91307C102				43,600
	1	Elect Directors		For	For	Mgmt
06/01/04 - A	Urban Outfitters, Inc. *URBN*		917047102				72,300
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Richard A. Hayne		Withhold
	1.2	Elect Director Scott A. Belair		Withhold
	1.3	Elect Director Harry S. Cherken, Jr.		Withhold
	1.4	Elect Director Joel S. Lawson III		For
	1.5	Elect Director Glen T. Senk		Withhold
	1.6	Elect Director Robert H. Strouse		For
	2	Increase Authorized Common Stock		For	Against	Mgmt
	3	Approve Omnibus Stock Plan		For	Against	Mgmt
02/04/04 - A	Varian Inc *VARI*		922206107				24,600
	1	Elect Directors		For	For	Mgmt
	2	Approve/Amend Executive Incentive Bonus Plan		For	For	Mgmt
02/10/04 - A	Varian Semiconductor Equipment Associates, Inc. *VSEA*		922207105				14,900
	1	Elect Directors		For	For	Mgmt
	2	Amend Omnibus Stock Plan		For	For	Mgmt
	3	Amend Omnibus Stock Plan		For	For	Mgmt
	4	Ratify Auditors		For	For	Mgmt
08/07/03 - S	Veridian Corp		92342R203				22,600
	1	Approve Merger Agreement		For	For	Mgmt
05/20/04 - A	WCI COMMUNITIES INC *WCI*		92923C104				29,000
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director F. Philip Handy		Withhold
	1.2	Elect Director Jerry L. Starkey		For
	1.3	Elect Director Kathleen M. Shanahan		For
	2	Amend Omnibus Stock Plan		For	For	Mgmt

24

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Prpnent	Shares Voted
04/22/04 - A	Westamerica Bancorporation *WABC*		957090103				15,500
	1	Elect Directors		For	For	Mgmt
	2	Ratify Auditors		For	For	Mgmt
04/26/04 - A	Westcorp, Inc *WES*		957907108				48,100
	1	Elect Directors		For	Split	Mgmt
	1.1	Elect Director Judith M. Bardwick		For
	1.2	Elect Director James R. Dowlan		Withhold
	1.3	Elect Director Duane A. Nelles		For
	1.4	Elect Director Ernest S. Rady		Withhold
	2	Approve Executive Incentive Bonus Plan		For	For	Mgmt
	3	Declassify the Board of Directors		For	For	Mgmt
	4	Ratify Auditors		For	For	Mgmt

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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.

First Funds
By:	/s/ George Lewis
	George Lewis
	President
Date:	August 27, 2004

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