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, 2004 - June 30, 2005

Item 1 – Proxy Voting Record.

First Funds Core Equity Portfolio

FIRST FUNDS CORE EQUITY

								WITH OR
ISSUER	SYMBOL	CUSIP	MEETING DATE	DESCRIPTION OF MATTER	PROPOSED BY	VOTED	HOW VOTED	AGAINST MGMT
Vodafone Group PLC	VOD	92857W100	July 27 2004	Approve Financial statements	Management	Yes	FOR	WITH
				Approve Remuneration Policy	Management	Yes	FOR	WITH
				Elect Peter Bamford	Management	Yes	FOR	WITH
				Elect Julian Horn-Smith	Management	Yes	FOR	WITH
				Elect Sir David G. Scholey	Management	Yes	AGAINST	AGAINST
				Elect Luc Vandevelde	Management	Yes	FOR	WITH
				Set Final Dividend at 1.08p	Management	Yes	FOR	WITH
				Appoint Outside Auditors	Management	Yes	FOR	WITH
				Set Auditors’ Fees	Management	Yes	FOR	WITH
				Approve Political Donation	Management	Yes	FOR	WITH
				Issue Stock w/Preemptive Rights	Management	Yes	AGAINST	AGAINST
				Issue Stock w/o Preemptive Rights	Management	Yes	FOR	WITH
				Authorize Share Repurchase	Management	Yes	FOR	WITH
				Approve Put Option Contracts	Management	Yes	FOR	WITH
Medtronic Inc	MDT	585055106	Aug 26 2004	Elect William R. Brody	Management	Yes	ABSTAIN	AGAINST
				Elect Arthur D. Collins Jr	Management	Yes	ABSTAIN	AGAINST
				Elect Antonio M. Gotto Jr	Management	Yes	ABSTAIN	AGAINST
				Ratify Selection of Auditors	Management	Yes	FOR	WITH
				SP-Limit or End Charitable Giving	Shareholders Proposals	Yes	AGAINST	WITH
Flextronics International	FLEX	Y2573F102	Sept 23 2004	Elect Michael E. Marks	Management	Yes	FOR	WITH
				Elect Michael Moritz	Management	Yes	FOR	WITH
				Elect Patrick Foley	Management	Yes	FOR	WITH
				Appoint Auditors and Set Their Fees	Management	Yes	FOR	WITH
				Amend Stock Purchase Plan/SAYE/AESOP	Management	Yes	FOR	WITH
				Amend Stock Option Plan	Management	Yes	AGAINST	AGAINST
				Amend Stock Option Plan	Management	Yes	AGAINST	AGAINST
				Amend Stock Option Plan	Management	Yes	AGAINST	AGAINST
				To Approve the Authorization to allot and Issue Ordinary Shares	Management	Yes	FOR	WITH
				Approve Directors’ Fees	Management	Yes	FOR	WITH
				Approve Directors’ Fees	Management	Yes	FOR	WITH
				Authorize Share Repurchase	Management	Yes	FOR	WITH
				Approve Bonus Dividend/Bonus Share Issue	Management	Yes	FOR	WITH
				Authorize Legal Formalities	Management	Yes	FOR	WITH

Federal Home Loan Mortgage Corp	FRE	313400301	Nov 4 2004	Elect Barbara T. Alexander	Management	Yes	FOR	WITH
				Elect Geoffrey T. Boisi	Management	Yes	FOR	WITH
				Elect Michelle Engler	Management	Yes	FOR	WITH
				Elect Richard Karl Goeltz	Management	Yes	FOR	WITH
				Elect Thomas S. Johnson	Management	Yes	FOR	WITH
				Elect William M. Lewis Jr	Management	Yes	FOR	WITH
				Elect John B. McCoy	Management	Yes	FOR	WITH
				Elect Eugene M. McQuade	Management	Yes	FOR	WITH
				Elect Shaun F. O’Malley	Management	Yes	FOR	WITH
				Elect Ronald F. Poe	Management	Yes	FOR	WITH
				Elect Stephen A. Ross	Management	Yes	FOR	WITH
				Elect Richard F. Syron	Management	Yes	FOR	WITH
				Elect William J. Turner	Management	Yes	FOR	WITH
				Ratify Selection of Auditors	Management	Yes	FOR	WITH
				Adopt Stock Option Plan	Management	Yes	FOR	WITH
				Adopt Employee Stock Purchase Plan	Management	Yes	FOR	WITH
Microsoft Corp	MSFT	594918104	Nov 9 2004	Elect William H. Gates III	Management	Yes	FOR	WITH
				Elect Steven A. Ballmer	Management	Yes	FOR	WITH
				Elect James I. Cash Jr	Management	Yes	W’HOLD	AGAINST
				Elect Raymond V. Gilmartin	Management	Yes	FOR	WITH
				Elect Ann McLaughlin Korologos	Management	Yes	FOR	WITH
				Elect David F. Marquardt	Management	Yes	FOR	WITH
				Elect Charles H. Noski	Management	Yes	W’HOLD	AGAINST
				Elect Helmut Panke	Management	Yes	FOR	WITH
				Elect Jon A. Shirley	Management	Yes	FOR	WITH
				Amend Stock Option Plan	Management	Yes	FOR	WITH
				Amend Director Stock Option Plan	Management	Yes	FOR	WITH
				Reapprove Option/Bonus Plan for OBRA	Management	Yes	FOR	WITH
				Ratify Selection of Auditors	Management	Yes	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	Dec 8 2004	Elect George H. Conrades	Management	Yes	W’HOLD	AGAINST
				Elect Robert L. Gerbig	Management	Yes	W’HOLD	AGAINST
				Elect Richard C. Notebaert	Management	Yes	ABSTAIN	AGAINST
				Amend Annual Bonus Plan	Management	Yes	FOR	WITH
				SP-Repeal Classified Board	Shareholders Proposal	Yes	AGAINST	WITH

Fidelity National Financial Inc	FNF	316326107	Dec 16 2004	Elect William A. Imparato	Management	Yes	W’HOLD	AGAINST
				Elect Donald M. Koll	Management	Yes	ABSTAIN	AGAINST
				Elect Gerald William Lyon	Management	Yes	ABSTAIN	AGAINST
				Elect Cary H. Thompson	Management	Yes	ABSTAIN	AGAINST
				Adopt Stock Option Plan	Management	Yes	AGAINST	AGAINST
				Amend Stock Option Plan	Management	Yes	AGAINST	AGAINST
				Amend Stock Option Plan	Management	Yes	AGAINST	AGAINST
				Amend Stock Option Plan	Management	Yes	FOR	WITH
				Ratify Selection of Auditors	Management	Yes	FOR	WITH
Jabil Circuit Inc	JBL	466313103	Jan. 20 2005	Elect William D. Morean	Management	Yes	FOR	WITH
				Elect Thomas A. Sansone	Management	Yes	FOR	WITH
				Elect Timothy L. Main	Management	Yes	FOR	WITH
				Elect Lawrence J. Murphy	Management	Yes	FOR	WITH
				Elect Mel S. Lavitt	Management	Yes	FOR	WITH
				Elect Steven A. Raymund	Management	Yes	FOR	WITH
				Elect Frank A. Newman	Management	Yes	FOR	WITH
				Elect Laurence S. Grafstein	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
Costco Wholesale Corp	Cost	22160K105	Jan. 27 2005	Elect Richard D. DiCerchio	Management	Yes	FOR	WITH
				Elect Richard M. Libenson	Management	Yes	FOR	WITH
				Elect John W. Meisenbach	Management	Yes	FOR	WITH
				Elect Charles T. Munger	Management	Yes	FOR	WITH
				Elect Susan L. Decker	Management	Yes	FOR	WITH
				Amend Stock Incentive Plan	Management	Yes	FOR	WITH
				SP-Monitor/adopt ILO conventions	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Preserve/report on natural habitat	Shareholders Proposal	Yes	AGAINST	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
Analog Devices	ADI	32654105	March 8 2005	Elect John L. Doyle	Management	Yes	FOR	WITH
				Elect Christine King	Management	Yes	FOR	WITH
				Elect Ray Stata	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Expense stock options	Shareholders Proposal	Yes	AGAINST	WITH

Hewlett-Packard Co	HPQ	428236103	March 16 2005	Elect Lawrence T. Babbio Jr.	Management	Yes	FOR	WITH
				Elect Patricia C. Dunn	Management	Yes	FOR	WITH
				Elect Richard A. Hackborn	Management	Yes	FOR	WITH
				Elect George A. Keyworth II	Management	Yes	FOR	WITH
				Elect Robert E. Knowling Jr.	Management	Yes	FOR	WITH
				Elect Thomas J. Perkins	Management	Yes	FOR	WITH
				Elect Robert L. Ryan	Management	Yes	FOR	WITH
				Elect Lucille S. Salhany	Management	Yes	FOR	WITH
				Elect Robert P. Wayman	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				Add shares to employee stock purchase plan	Management	Yes	FOR	WITH
Nokia Corp	NOK	654902204	April 7 2005	Approve financial statements	Management	Yes	FOR	WITH
				Set Final Dividend at 0.33	Management	Yes	FOR	WITH
				Ratify management and board acts-legal	Management	Yes	ABSTAIN	AGAINST
				Set board/supervisory board size limits	Management	Yes	AGAINST	AGAINST
				Elect Paul J. Collins	Management	Yes	FOR	WITH
				Elect Georg Ehrnooth	Management	Yes	FOR	WITH
				Elect Bengt Holmstrom	Management	Yes	FOR	WITH
				Elect Per Karlsson	Management	Yes	FOR	WITH
				Elect Jorma J. Ollila	Management	Yes	FOR	WITH
				Elect Marjorie Scardino	Management	Yes	FOR	WITH
				Elect Vesa Vainio	Management	Yes	FOR	WITH
				Elect Arne Wessberg	Management	Yes	FOR	WITH
				Elect Dan Hesse	Management	Yes	FOR	WITH
				Elect Edouard Michelin	Management	Yes	FOR	WITH
				Set auditors’ fees	Management	Yes	FOR	WITH
				Appoint outside auditors	Management	Yes	FOR	WITH
				Approve stock option plan	Management	Yes	FOR	WITH
				Reduce authorized capital	Management	Yes	FOR	WITH
				Issue stock w/o preemptive rights	Management	Yes	FOR	WITH
				Authorize share repurchase	Management	Yes	FOR	WITH
				Reissuance of shares/treasury stock	Management	Yes	FOR	WITH
				Authorize legal formalities	Management	Yes	FOR	WITH

Wells Fargo & Co	WFC	949746101	April 26 2005	Elect John A. Blanchard III	Management	Yes	FOR	WITH
				Elect Susan E. Engel	Management	Yes	FOR	WITH
				Elect Enrique Hernandez Jr.	Management	Yes	AGAINST	AGAINST
				Elect Robert L. Joss	Management	Yes	FOR	WITH
				Elect Reatha Clark King	Management	Yes	FOR	WITH
				Elect Richard M. Kovacevich	Management	Yes	FOR	WITH
				Elect Richard D. McCormick	Management	Yes	FOR	WITH
				Elect Cynthia H. Milligan	Management	Yes	AGAINST	AGAINST
				Elect Philip J. Quigley	Management	Yes	FOR	WITH
				Elect Donald B. Rice	Management	Yes	FOR	WITH
				Elect Judith M. Runstad	Management	Yes	AGAINST	AGAINST
				Elect Stephen W. Sanger	Management	Yes	FOR	WITH
				Elect Susan G. Swenson	Management	Yes	FOR	WITH
				Elect Michael W. Wright	Management	Yes	FOR	WITH
				Add shares to the Long-Term Incentive Compensation Plan and	Management	Yes	FOR	WITH
				Amend Stock Incentive Plan
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Review fair lending policy	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Link executive pay to social criteria	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Restrict executive compensation	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Restrict executive compensation	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Independent board chairman	Shareholders Proposal	Yes	FOR	AGAINST
General Electric Co	GE	369604103	April 27 2005	Elect James I. Cash Jr.	Management	Yes	FOR	WITH
				Elect William M. Castell	Management	Yes	FOR	WITH
				Elect Dennis D. Dammerman	Management	Yes	FOR	WITH
				Elect Ann M. Fudge	Management	Yes	FOR	WITH
				Elect Claudio X. Gonzalez Laporte	Management	Yes	AGAINST	AGAINST
				Elect Jeffrey R. Immelt	Management	Yes	FOR	WITH
				Elect Andrea Jung	Management	Yes	FOR	WITH
				Elect Alan G. Lafley	Management	Yes	FOR	WITH
				Elect Ralph S. Larsen	Management	Yes	FOR	WITH
				Elect Rochelle B. Lazarus	Management	Yes	FOR	WITH
				Elect Samuel A. Nunn Jr.	Management	Yes	AGAINST	AGAINST
				Elect Roger S. Penske	Management	Yes	FOR	WITH
				Elect Robert J. Swieringa	Management	Yes	FOR	WITH
				Elect Douglas A. Warner III	Management	Yes	FOR	WITH
				Elect Robert C. Wright	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Adopt cumulative voting	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Review nuclear facility/waste	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Report on environmental impact or plans	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Limit number of directorships	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Report on sustainability	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Review political spending or lobbying	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Review or promote animal welfare	Shareholders Proposal	Yes	AGAINST	WITH

McGraw-Hill Companies	MHP	580645109	April 27 2005	Elect Winfried Bischoff	Management	Yes	FOR	WITH
				Elect Douglas N. Daft	Management	Yes	FOR	WITH
				Elect Linda Koch Lorimer	Management	Yes	FOR	WITH
				Elect Harold W. McGraw III	Management	Yes	FOR	WITH
				Reapprove option/bonus plan for OBRA	Management	Yes	FOR	WITH
				Increase authorized common stock	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Redeem or vote on poison pill	Shareholders Proposal	Yes	AGAINST	WITH
Capital One Financial Corp	COF	14040H105	April 28 2005	Elect Patrick W. Gross	Management	Yes	FOR	WITH
				Elect Ann Fritz Hackett	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Majority vote to elect directors	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Restrict executive compensation	Shareholders Proposal	Yes	AGAINST	WITH
Lexmark International Inc	LXK	529771107	April 28 2005	Elect B. Charles Ames	Management	Yes	FOR	WITH
				Elect Ralph E. Gomory	Management	Yes	FOR	WITH
				Elect Marvin L. Mann	Management	Yes	FOR	WITH
				Elect Teresa Beck	Management	Yes	FOR	WITH
				Adopt Director Stock Incentive Plan	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
Pfizer Inc	PFE	717081103	April 28 2005	Elect Michael S. Brown	Management	Yes	FOR	WITH
				Elect M. Anthony Burns	Management	Yes	FOR	WITH
				Elect Robert N. Burt	Management	Yes	FOR	WITH
				Elect W. Don Cornwell	Management	Yes	FOR	WITH
				Elect William H. Gray III	Management	Yes	FOR	WITH
				Elect Constance J. Horner	Management	Yes	FOR	WITH
				Elect William R. Howell	Management	Yes	FOR	WITH
				Elect Stanley O. Ikenberry	Management	Yes	FOR	WITH
				Elect George A. Lorch	Management	Yes	FOR	WITH
				Elect Henry A. McKinnell Jr.	Management	Yes	FOR	WITH
				Elect Dana G. Mead	Management	Yes	FOR	WITH
				Elect Ruth J. Simmons	Management	Yes	FOR	WITH
				Elect William C. Steere Jr.	Management	Yes	FOR	WITH
				Elect Jean-Paul Valles	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Director tenure/retirement age	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Review drug pricing or distribution	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Review drug pricing or distribution	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Review political spending or lobbying	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Review drug pricing or distribution	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Independent board chairman	Shareholders Proposal	Yes	FOR	AGAINST

XL Capital Ltd	XL	G98255105	April 29 2005	Elect Michael P. Esposito Jr.	Management	Yes	FOR	WITH
				Elect Robert R. Glauber	Management	Yes	FOR	WITH
				Elect Cyril Rance	Management	Yes	FOR	WITH
				Elect Ellen E. Thrower	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				Add shares to the 1991 Performance Incentive Plan and Amend Stock Incentive Plan	Management	Yes	AGAINST	AGAINST
Harley-Davidson Inc	HDI	412822108	April 30 2005	Elect George H. Conrades	Management	Yes	FOR	WITH
				Elect Sara L. Levinson	Management	Yes	FOR	WITH
				Elect George L. Miles Jr.	Management	Yes	FOR	WITH
				Approve annual bonus plan	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
Aflac Inc	AFL	1055102	May 2 2005	Elect Daniel P. Amos	Management	Yes	FOR	WITH
				Elect J. Shelby Amos II	Management	Yes	FOR	WITH
				Elect Michael H. Armacost	Management	Yes	FOR	WITH
				Elect Kriss Cloninger III	Management	Yes	FOR	WITH
				Elect Joe Frank Harris	Management	Yes	FOR	WITH
				Elect Elizabeth J. Hudson	Management	Yes	FOR	WITH
				Elect Kenneth S. Janke Sr.	Management	Yes	FOR	WITH
				Elect Douglas W. Johnson	Management	Yes	FOR	WITH
				Elect Robert B. Johnson	Management	Yes	FOR	WITH
				Elect Charles B. Knapp	Management	Yes	FOR	WITH
				Elect Hidefumi Matsui	Management	Yes	FOR	WITH
				Elect E. Stephen Purdom	Management	Yes	FOR	WITH
				Elect Barbara K. Rimer	Management	Yes	FOR	WITH
				Elect Marvin R. Schuster	Management	Yes	FOR	WITH
				Elect David Gary Thompson	Management	Yes	FOR	WITH
				Elect Tohru Tonoike	Management	Yes	FOR	WITH
				Elect Robert L. Wright	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH

Colgate-Palmolive Co	CL	194162103	May 4 2005	Elect Jill K. Conway	Management	Yes	FOR	WITH
				Elect Ronald E. Ferguson	Management	Yes	FOR	WITH
				Elect Ellen M. Hancock	Management	Yes	FOR	WITH
				Elect David W. Johnson	Management	Yes	FOR	WITH
				Elect Richard J. Kogan	Management	Yes	FOR	WITH
				Elect Delano E. Lewis	Management	Yes	FOR	WITH
				Elect Reuben Mark	Management	Yes	FOR	WITH
				Elect Elizabeth A. Monrad	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				Adopt Stock Incentive Plan	Management	Yes	AGAINST	AGAINST
				Adopt Director Stock Incentive Plan	Management	Yes	FOR	WITH
				SP-Restrict executive compensation	Shareholders Proposal	Yes	AGAINST	WITH
PepsiCo Inc	PEP	713448108	May 4 2005	Elect John F. Akers	Management	Yes	FOR	WITH
				Elect Robert E. Allen	Management	Yes	FOR	WITH
				Elect Ray L. Hunt	Management	Yes	FOR	WITH
				Elect Arthur C. Martinez	Management	Yes	FOR	WITH
				Elect Indra K. Nooyi	Management	Yes	FOR	WITH
				Elect Steven S. Reinemund	Management	Yes	FOR	WITH
				Elect Sharon Percy Rockefeller	Management	Yes	FOR	WITH
				Elect James J. Schiro	Management	Yes	FOR	WITH
				Elect Franklin A. Thomas	Management	Yes	FOR	WITH
				Elect Cynthia M. Trudell	Management	Yes	FOR	WITH
				Elect Solomon D. Trujillo	Management	Yes	FOR	WITH
				Elect Daniel Vasella	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Review political spending or lobbying	Shareholders Proposal	Yes	AGAINST	WITH

Willis Group Holdings Ltd	WSH	G96655108	May 6 2005	Elect Gordon M. Bethune	Management	Yes	FOR	WITH
				Elect William W. Bradley	Management	Yes	FOR	WITH
				Elect Joseph A. Califano Jr.	Management	Yes	FOR	WITH
				Elect James R. Fisher	Management	Yes	FOR	WITH
				Elect Perry Golkin	Management	Yes	FOR	WITH
				Elect Paul M. Hazen	Management	Yes	FOR	WITH
				Elect Wendy E. Lane	Management	Yes	FOR	WITH
				Elect James F. McCann	Management	Yes	FOR	WITH
				Elect Scott C. Nuttall	Management	Yes	FOR	WITH
				Elect Joseph Plumeri	Management	Yes	FOR	WITH
				Elect Douglas B. Roberts	Management	Yes	FOR	WITH
				Appoint auditors and set their fees	Management	Yes	FOR	WITH
				Amend stock option plan	Management	Yes	AGAINST	AGAINST
				Amend stock option plan	Management	Yes	AGAINST	AGAINST
				Approve executive profit sharing/bonus plan	Management	Yes	FOR	WITH
				Amend meeting procedures/change date	Management	Yes	FOR	WITH
				Amend terms of indemnification	Management	Yes	FOR	WITH
Intel Corp	INTC	458140100	May 18 2005	Elect Craig R. Barrett	Management	Yes	FOR	WITH
				Elect Charlene Barshefsky	Management	Yes	FOR	WITH
				Elect E. John P. Browne	Management	Yes	FOR	WITH
				Elect D. James Guzy	Management	Yes	FOR	WITH
				Elect Reed E. Hundt	Management	Yes	FOR	WITH
				Elect Paul S. Otellini	Management	Yes	FOR	WITH
				Elect David S. Pottruck	Management	Yes	FOR	WITH
				Elect Jane E. Shaw	Management	Yes	FOR	WITH
				Elect John L. Thornton	Management	Yes	FOR	WITH
				Elect David B. Yoffie	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				Adopt the 2004 Equity Incentive Plan	Management	Yes	AGAINST	AGAINST
				Amend annual bonus plan	Management	Yes	FOR	WITH

Omnicom Group	OMC	681919106	May 24 2005	Elect John D. Wren	Management	Yes	FOR	WITH
				Elect Bruce Crawford	Management	Yes	FOR	WITH
				Elect Robert C. Clark	Management	Yes	FOR	WITH
				Elect Leonard S. Coleman Jr.	Management	Yes	AGAINST	AGAINST
				Elect Errol M. Cook	Management	Yes	FOR	WITH
				Elect Susan S. Denison	Management	Yes	FOR	WITH
				Elect Michael A. Henning	Management	Yes	FOR	WITH
				Elect John R. Murphy	Management	Yes	FOR	WITH
				Elect John R. Purcell	Management	Yes	FOR	WITH
				Elect Linda Johnson Rice	Management	Yes	FOR	WITH
				Elect Gary L. Roubos	Management	Yes	FOR	WITH
				Adopt the Senior Management Incentive Plan	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
Exxon Mobil Corp	XOM	30231G102	May 25 2005	Elect Michael J. Boskin	Management	Yes	FOR	WITH
				Elect William W. George	Management	Yes	FOR	WITH
				Elect James R. Houghton	Management	Yes	FOR	WITH
				Elect William R. Howell	Management	Yes	FOR	WITH
				Elect Reatha Clark King	Management	Yes	FOR	WITH
				Elect Philip E. Lippincott	Management	Yes	FOR	WITH
				Elect Henry A. McKinnell Jr.	Management	Yes	FOR	WITH
				Elect Marilyn Carlson Nelson	Management	Yes	FOR	WITH
				Elect Lee R. Raymond	Management	Yes	FOR	WITH
				Elect Walter V. Shipley	Management	Yes	FOR	WITH
				Elect Rex W. Tillerson	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				SP-Affirm political nonpartisanship	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Restrict director compensation	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Nominate Directors with Energy Expertise	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Review operations’ impact on local groups	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Adopt sexual orientation anti-bias policy	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Preserve/report on natural habitat	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Report or take action on climate change	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Report or take action on climate change	Shareholders Proposal	Yes	AGAINST	WITH

Home Depot Inc	HD	437076102	May 26 2005	Elect Gregory D. Brenneman	Management	Yes	FOR	WITH
				Elect Richard H. Brown	Management	Yes	FOR	WITH
				Elect John L. Clendenin	Management	Yes	FOR	WITH
				Elect Berry R. Cox	Management	Yes	FOR	WITH
				Elect Claudio X. Gonzalez Laporte	Management	Yes	AGAINST	AGAINST
				Elect Milledge A. Hart III	Management	Yes	FOR	WITH
				Elect Bonnie Guiton Hill	Management	Yes	AGAINST	AGAINST
				Elect Laban P. Jackson Jr.	Management	Yes	FOR	WITH
				Elect Lawrence R. Johnston	Management	Yes	FOR	WITH
				Elect Kenneth G. Langone	Management	Yes	FOR	WITH
				Elect Robert L. Nardelli	Management	Yes	FOR	WITH
				Elect Thomas J. Ridge	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH
				Adopt advance notice requirement	Management	Yes	FOR	WITH
				Adopt the 2005 Omnibus Stock Incentive Plan	Management	Yes	AGAINST	AGAINST
				SP-Report on EEO	Shareholders Proposal	Yes	AGAINST	WITH
				SP-Majority vote to elect directors	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Restrict executive compensation	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Golden parachutes	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Restrict executive compensation	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Award performance-based stock options	Shareholders Proposal	Yes	FOR	AGAINST
				SP-Affirm political nonpartisanship	Shareholders Proposal	Yes	AGAINST	WITH
Ingersoll-Rand Co Ltd	IR	G4776G101	June 1 2005	Elect Ann C. Berzin	Management	Yes	FOR	WITH
				Elect Herbert L. Henkel	Management	Yes	FOR	WITH
				Elect H. William Lichtenberger	Management	Yes	FOR	WITH
				Elect Tony L. White	Management	Yes	FOR	WITH
				Repeal classified board	Management	Yes	FOR	WITH
				Eliminate cumulative Voting	Management	Yes	AGAINST	AGAINST
				Ratify selection of auditors	Management	Yes	FOR	WITH
Fidelity National Financial Inc	FNF	316326107	June 22 2005	Elect William P. Foley II	Management	Yes	FOR	WITH
				Elect Frank P. Willey	Management	Yes	FOR	WITH
				Elect Terry N. Christensen	Management	Yes	FOR	WITH
				Elect Thomas M. Hagerty	Management	Yes	FOR	WITH
				Ratify selection of auditors	Management	Yes	FOR	WITH

First Funds Capital Appreciation Portfolio

Vote Summary Report

Jul 01, 2004 - Jun 30, 2005

First Funds Capital Appreciation

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
07/01/04 - A	Cost Plus, Inc. *CPWM*		221485105			05/07/04		55,500
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
08/24/04 - A	PC Mall Inc *MALL*		69323K100			07/12/04		33,600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frank F. Khulusi — Withhold
	1.2	Elect Director Ronald B. Reck — For
	1.3	Elect Director Mark C. Layton — For
	1.4	Elect Director Thomas A. Maloof — For
	2	Ratify Auditors		For	For		Mgmt
09/15/04 - S	Engineered Support Systems, Inc. *EASI*		292866100			08/02/04		25,900
	1	Increase Authorized Common Stock		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Adjourn Meeting		For	Against		Mgmt
09/21/04 - A	Agile Software Corp. *AGIL*		00846X105			07/30/04		198,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
09/29/04 - A	Americas Car-Mart Inc *CRMT*		03062T105			08/20/04		27,900
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Tilman J. Falgout, III — Withhold
	1.2	Elect Director John David Simmons — For
	1.3	Elect Director Robert J. Kehl — For
	1.4	Elect Director William H. Henderson — Withhold
	1.5	Elect Director Carl E. Baggett — For
10/27/04 - A	Digene Corp. *DIGE*		253752109			09/10/04		44,900
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
11/01/04 - A	iVillage, Inc. *IVIL*		46588H105			09/10/04		198,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Ajit M. Dalvi — For
	1.2	Elect Director Habib Kairouz — For
	1.3	Elect Director Edward T. Reilly — For
	1.4	Elect Director Alfred Sikes — Withhold
	2	Ratify Auditors		For	For		Mgmt
11/03/04 - A	Coach, Inc. *COH*		189754104			09/15/04		43,900
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
11/05/04 - A	MatrixOne, Inc. *MONEE*		57685P304			09/10/04		269,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
11/10/04 - A	Immucor, Inc. *BLUD*		452526106			09/29/04		96,700
	1	Elect Directors		For	For		Mgmt
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Other Business		For	Against		Mgmt
11/15/04 - A	The Advisory Board Co *ABCO*		00762W107			09/20/04		76,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
11/17/04 - A	Medicis Pharmaceutical Corp. *MRX*		584690309			10/08/04		44,900
	1	Elect Directors		For	For		Mgmt
	2	Approve Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
11/23/04 - S	Netegrity, Inc.		64110P107			10/20/04		146,300
	1	Approve Merger Agreement		For	For		Mgmt
	2	Other Business		For	Against		Mgmt
01/20/05 - A	Sonic Corp. *SONC*		835451105			11/30/04		65,662
	1	Elect Directors		For	For		Mgmt
	2	Other Business		For	Against		Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
02/03/05 - A	Varian Inc *VARI*		922206107			12/13/04		38,400
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
03/01/05 - A	Engineered Support Systems, Inc. *EASI*		292866100			01/14/05		28,300
	1	Elect Directors		For	For		Mgmt
	2	Approve Stock Option Plan		For	For		Mgmt
04/21/05 - A	Brookline Bancorp, Inc. *BRKL*		11373M107			03/01/05		75,600
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/21/05 - A	SVB FINANCIAL GROUP *SIVB*		827064106			02/28/05		44,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Eric A. Benhamou — For
	1.2	Elect Director David M. Clapper — For
	1.3	Elect Director Roger F. Dunbar — For
	1.4	Elect Director Joel P. Friedman — For
	1.5	Elect Director G. Felda Hardymon — Withhold
	1.6	Elect Director Alex W. ‘Pete’ Hart — For
	1.7	Elect Director C. Richard Kramlich — For
	1.8	Elect Director James R. Porter — For
	1.9	Elect Director Michaela K. Rodeno — For
	1.10	Elect Director Larry W. Sonsini — Withhold
	1.11	Elect Director Kenneth P. Wilcox — For
	2	Change Company Name		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	Against		Mgmt
	4	Approve Stock Award to Executive		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
04/21/05 - A	Tractor Supply Co. *TSCO*		892356106			03/01/05		15,800
	1	Declassify the Board of Directors		For	For		Mgmt
	2	Amend Articles to Remove Directors Without Cause		For	For		Mgmt
	3	Elect Directors		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/26/05 - A	Westcorp, Inc *WES*		957907108			03/11/05		48,100
	1	Elect Directors		For	For		Mgmt
	2	Change Company Name		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	Against		Mgmt
	4	Ratify Auditors		For	For		Mgmt
04/27/05 - A	Capitalsource, Inc *CSE*		14055X102			03/01/05		82,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frederick W. Eubank, II — Withhold
	1.2	Elect Director Jason M. Fish — For
	1.3	Elect Director Timothy M. Hurd — For
	1.4	Elect Director Dennis P. Lockhart — For
04/27/05 - A	Downey Financial Corp. *DSL*		261018105			02/25/05		48,600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Gerald E. Finnell — For
	1.2	Elect Director Maurice L. Mcalister — Withhold
	1.3	Elect Director Daniel D. Rosenthal — Withhold
	2	Ratify Auditors		For	For		Mgmt
04/28/05 - A	Skyworks Solutions, Inc. *SWKS*		83088M102			03/01/05		243,600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director David J. Aldrich — Withhold
	1.2	Elect Director Moiz M. Beguwala — Withhold
	1.3	Elect Director Dwight W. Decker — Withhold
	1.4	Elect Director David P. McGlade — For
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/04/05 - A	LIN TV Corp. *TVL*		532774106			03/29/05		106,900
	1	Elect Director Randall S. Fojtasek		For	For		Mgmt
	2	Amend Stock Option Plan		For	Against		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	Against		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	Other Business		For	Against		Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/04/05 - A	Navigant Consulting Inc. *NCI*		63935N107			03/10/05		76,200
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/05/05 - A	Guitar Center, Inc. *GTRC*		402040109			03/11/05		36,000
	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
05/05/05 - A	Lincoln Electric Holdings, Inc. *LECO*		533900106			03/23/05		43,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/06/05 - A	CRA International Inc *CRAI*		159852102			03/07/05		47,800
	1	Elect Directors		For	For		Mgmt
	2	Change Company Name		For	For		Mgmt
05/09/05 - A	Corillian Corp *CORI*		218725109			03/15/05		50,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/09/05 - A	Rare Hospitality International, Inc. *RARE*		753820109			03/15/05		55,550
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/10/05 - A	MGI Pharma, Inc. *MOGN*		552880106			03/14/05		62,700
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/11/05 - A/S	HUB INTERNATIONAL LIMITED *HBG.*		44332P101			03/23/05		29,400
	1	Elect M.P. Hughes, R.A. Gulliver, B.D. Guthart, A.F. Griffiths, P. Murray, B.P. Martin, F.S. Wilkinson, S.B. Ross, E.W. Lyman Jr, J.W. McElvany as Directors		For	For		Mgmt
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	3	Approve 2005 Equity Incentive Plan		For	Against		Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/05 - A	Build-A-Bear Workshop, Inc.		120076104			03/28/05			60,000
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/12/05 - A	Carter’s Inc. *CRI*		146229109			03/15/05			29,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frederick J. Rowan, II — For
	1.2	Elect Director Bradley M. Bloom — Withhold
	2	Amend Omnibus Stock Plan		For	For		Mgmt
05/16/05 - A	Old Dominion Freight Line, Inc. *ODFL*		679580100			03/23/05			38,500
	1	Elect Directors		For	For		Mgmt
05/17/05 - A	Animas Corp. *PUMP*		03525Y105			03/21/05			76,600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Graeme Crothall — Withhold
	1.2	Elect Director David Joseph — For
	1.3	Elect Director A. Peter Parsons — For
	2	Ratify Auditors		For	For		Mgmt
05/17/05 - A	POZEN Inc. *POZN*		73941U102			04/04/05			114,000
	1	Elect Directors		For	Withhold		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/17/05 - A	TRM Corp. *TRMM*		872636105			03/11/05			43,200
	1	Elect Directors		For	Withhold		Mgmt
	2	Approve Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
05/18/05 - A	Four Seasons Hotels Inc. *FSH.SV*		35100E104			03/29/05			21,900
		Agenda for Holders of Limited Voting Shares
	1	Elect Nan-b de Gaspe Beaubien and J. Robert S. Prichard as Directors		For	For			Mgmt
	2	Elect William D. Anderson, Brent Belzberg, H. Roger Garland, Charles S. Henry, Heather Munroe-Blum, Ronald W. Osborne, Lionel H. Schipper, Isadore Sharp, Anthony Sharp, and Simon M. Turner as Directors		For	For			Mgmt
	3	Approve KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For			Mgmt
05/18/05 - A	Rait Investment Trust *RAS*		749227104			02/25/05			35,200
	1	Elect Directors		For	For			Mgmt
	2	Amend Omnibus Stock Plan		For	Against			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/19/05 - A	Cymer, Inc. *CYMI*		232572107			03/31/05			48,900
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Charles J. Abbe — For
	1.2	Elect Director Robert P. Akins — For
	1.3	Elect Director Edward H. Braun — For
	1.4	Elect Director Michael R. Gaulke — For
	1.5	Elect Director William G. Oldham — For
	1.6	Elect Director Peter J. Simone — Withhold
	1.7	Elect Director Young K. Sohn — For
	1.8	Elect Director Jon D. Tompkins — For
	2	Approve Omnibus Stock Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/19/05 - A	Dyax Corporation *DYAX*		26746E103			04/04/05			131,700
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director James W. Fordyce — For
	1.2	Elect Director Thomas L. Kempner — Withhold
	1.3	Elect Director Mary Ann Gray — For
	2	Amend Omnibus Stock Plan		For	Against			Mgmt
05/19/05 - A	Marchex, Inc. *MCHX*		56624R108			04/07/05			81,200
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
05/19/05 - A	Tessera Technologies, Inc. *TSRA*		88164L100			04/08/05			52,500
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Robert J. Boehlke — Withhold
	1.2	Elect Director E. Borje Ekholm — For
	1.3	Elect Director John B. Goodrich — For
	1.4	Elect Director Al S. Joseph, Ph.D. — For
	1.5	Elect Director Bruce M. McWilliams, Ph.D. — For
	1.6	Elect Director David C. Nagel, Ph.D. — Withhold
	1.7	Elect Director Henry R. Nothhaft — For
	1.8	Elect Director Robert A. Young, Ph.D. — For
	2	Ratify Auditors		For	For			Mgmt
	3	Amend Omnibus Stock Plan		For	Against			Mgmt
05/20/05 - A	Manhattan Associates, Inc. *MANH*		562750109			03/31/05			44,000
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
05/23/05 - A	The Warnaco Group, Inc. *WRNC*		934390402			04/01/05			79,800
	1	Elect Directors		For	For			Mgmt
	2	Approve Omnibus Stock Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/24/05 - A	Akamai Technologies, Inc. *AKAM*		00971T101			03/31/05			127,900
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
05/24/05 - A	Delphi Financial Group, Inc. *DFG*		247131105			03/31/05			57,200
	1	Elect Directors		For	For			Mgmt
	2	Increase Authorized Common Stock		For	Against			Mgmt
	3	Increase Authorized Preferred Stock		For	Against			Mgmt
	4	Other Business		For	Against			Mgmt
05/24/05 - A	SupportSoft Inc. *SPRT*		868587106			03/31/05			158,300
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
05/24/05 - A	The Cheesecake Factory, Inc. *CAKE*		163072101			04/04/05			50,700
	1	Elect Directors		For	For			Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For			Mgmt
	3	Increase Authorized Common Stock		For	For			Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
05/24/05 - A	Urban Outfitters, Inc. *URBN*		917047102			03/28/05			66,600
	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	Amend Omnibus Stock Plan		For	For			Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For			Mgmt
05/25/05 - A	Align Technology, Inc. *ALGN*		016255101			03/28/05			143,100
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
	3	Amend Omnibus Stock Plan		For	Against			Mgmt
05/25/05 - A	Aquantive, Inc. *AQNT*		03839G105			03/28/05			129,500
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Nicolas J. Hanauer — Withhold
	1.2	Elect Director Brian P. McAndrews — For
	1.3	Elect Director Jack Sansolo, Ph.D. — For
05/25/05 - A	Mattson Technology, Inc. *MTSN*		577223100			03/28/05			46,600
	1	Elect Directors		For	For			Mgmt
	2	Amend Omnibus Stock Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/26/05 - A	Conceptus, Inc. *CPTS*		206016107			04/15/05			117,800
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
05/26/05 - A	CV Therapeutics Inc. *CVTX*		126667104			03/31/05				155,500
	1	Elect Directors		For	For			Mgmt
	2	Amend Omnibus Stock Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/26/05 - A	First Cash Financial Services, Inc *FCFS*		31942D107			04/12/05				53,150
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
05/26/05 - A	Knight Transportation, Inc. *KNX*		499064103			03/31/05				74,350
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Timothy M. Kohl — Withhold
	1.2	Elect Director Donald A. Bliss — For
	1.3	Elect Director Mark Scudder — Withhold
	1.4	Elect Director Kathryn L. Munro — For
	2	Amend Omnibus Stock Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/26/05 - A	Pain Therapeutics, Inc. *PTIE*		69562K100			04/08/05				78,900
	1	Elect Director Robert Z. Gussin, Ph.D.		For	Withhold			Mgmt
	2	Ratify Auditors		For	For			Mgmt
05/31/05 - A	Hibbett Sporting Goods, Inc. *HIBB*		428565105			04/04/05				90,787
	1	Elect Directors		For	For			Mgmt
	2	Approve Qualified Employee Stock Purchase Plan		For	For			Mgmt
	3	Approve Outside Director Stock Awards/Options in Lieu of Cash		For	For			Mgmt
	4	Approve Omnibus Stock Plan		For	For			Mgmt
06/02/05 - A	Interwoven, Inc. *IWOV*		46114T508			04/15/05				117,500
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
06/02/05 - A	Nektar Therapeutics *NKTR*		640268108			04/04/05				119,600
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
06/02/05 - A	Rigel Pharmaceuticals, Inc *RIGL*		766559603			04/22/05				55,500
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Walter H. Moos — For
	1.2	Elect Director Hollings C. Renton — Withhold
	1.3	Elect Director Stephen A. Sherwin — For
	2	Amend Omnibus Stock Plan		For	Against			Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	Against			Mgmt
	4	Ratify Auditors		For	For			Mgmt
06/03/05 - A	Power Integrations, Inc. *POWI*		739276103			04/12/05				65,100
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
06/07/05 - A	iVillage, Inc. *IVIL*		46588H105			04/19/05				214,600
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Kenneth A. Bronfin — Withhold
	1.2	Elect Director John T. (jack) Healy — For
	1.3	Elect Director Lennert J. Leader — For
	2	Ratify Auditors		For	For			Mgmt
06/08/05 - A	Protein Design Labs, Inc. *PDLI*		74369L103			04/25/05				83,000
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Jon S. Saxe, Esq. — Withhold
	1.2	Elect Director L. Patrick Gage, Ph.D. — For
	2	Approve Omnibus Stock Plan		For	For			Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For			Mgmt
	4	Change Company Name		For	For			Mgmt
	5	Ratify Auditors		For	For			Mgmt
	6	Adjourn Meeting		For	Against			Mgmt

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
06/09/05 - A	JUPITERMEDIA CORP *JUPM*		48207D101			04/26/05				90,700
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Alan M. Meckler — Withhold
	1.2	Elect Director Christopher S. Cardell — Withhold
	1.3	Elect Director Michael J. Davies — For
	1.4	Elect Director Gilbert F. Bach — For
	1.5	Elect Director William A. Shutzer — For
	1.6	Elect Director John R. Patrick — For
	2	Ratify Auditors		For	For			Mgmt
06/22/05 - A	Conor Medsystems, Inc. *CONR*		208264101			04/27/05				42,800
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
06/23/05 - A	INPHONIC INC *INPC*		45772G105			04/26/05				44,200
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
06/23/05 - A	Isolagen, Inc. *ILE*		46488N103			04/26/05				159,500
	1	Ratify Auditors		For	For			Mgmt
	2	Elect Directors		For	Split			Mgmt
	2.1	Elect Director Henry Toh — For
	2.2	Elect Director Ralph Demartino — Withhold
	3	Approve Omnibus Stock Plan		For	Against			Mgmt
	4	Increase Authorized Common Stock		For	For			Mgmt
06/29/05 - A	United Therapeutics Corp. *UTHR*		91307C102			05/02/05				49,800
	1	Elect Directors		For	For			Mgmt

First Funds Intermediate Bond Portfolio

The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.

First Funds Tennessee Tax-Free Portfolio

The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.

First Funds Cash Reserve Portfolio

The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.

First Funds U.S. Government Money Market Portfolio

The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.

First Funds Municipal Money Market Portfolio

The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.

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 29, 2005