FUND ADMINISTRATIVE SERVICES, L.L.C.
2344 SPRUCE STREET - SUITE A - BOULDER, COLORADO 80302
TELEPHONE (303) 444-5483 FACSIMILE (303) 245-0420
EMAIL: INFO@BOULDERFUNDS.NET
September 6, 2007
Ms. Christina DiAngelo
Senior Staff Accountant
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-4720
Dear Ms. DiAngelo:
This letter is the response to each of the items identified by Ms. DiAngelo in a
telephone conference on August 7, 2007 pertaining to the First Financial Fund,
Inc.'s (the "Fund") March 31, 2007 Annual Shareholder Report.
As a preface to the response, as an officer representing the Fund, we
acknowledge the following:
1. The Fund is responsible for the adequacy and accuracy of the
disclosure in the filings.
2. The SEC staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the SEC
from taking any action with respect to the filing
3. The Fund may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Below are the items Ms. DiAngelo's noted followed by our response to each:
1. SEC: In the Fund's NSAR filed as of the Fund's fiscal year ending
3/31/2007, the Fund's Accountant Report on internal control needs to
have its name, city and state cited.
a. Response: The Fund will re-file the Fund's NSAR as of 3/31/2007
with the Accountant's name, city and state properly cited. The
document should have included "Deloitte & Touche, LLP, Denver,
Colorado".
2. SEC: In the Fund's 3/31/2007 Annual Report to Shareholders, the Fund's
Audit firm/accountant is not listed on the Opinion letter.
a. Response: The Fund will re-file its 3/31/2007 Annual Report with
the SEC (on Form N-CSR) with the name of the Fund's accounting
firm on the "Report of Independent Registered Public Accounting
Firm" letter. The Opinion should have stated at the bottom
"Deloitte & Touche, LLP, Denver, Colorado".
3. SEC: It was noted that the total return on net asset value of the Fund
was reported to shareholders in the shareholder letter. It was
suggested that the Fund's total return based on market price also be
included to show shareholders what their actual experience was in
holding shares of the Fund.
a. Response: Fund Administrative Services will relay the
recommendation to the Fund's investment adviser, Wellington
Management Company, who writes the shareholder letter.
4. SEC: In the listing of securities included in the Annual Report, the
Warrants listed were not footnoted to be non-income producing
securities.
a. Response: The correction will be made in future reports to
note that the Warrants owned are non-income producing
securities.
5. SEC: In the Financial Highlights section, under Ratios and
Supplemental Data, there are two line items showing the ratio of
Operating Expenses to assets available to common shareholders, the
first one not including any interest expense incurred, and the second
including interest expense incurred. There should be only one line
item, which includes interest expense incurred. Interest expenses are
part of "Operating Expenses".
a. Response: In future reports, registrant will have only one
line of expense ratio which will include any interest
expense incurred.
6. SEC: Per Regulation SX. Article 607, Para. 7, in the Statement of
Operations under "Realized and Unrealized Gain/(Loss) on Investments",
there should be a separate line item which shows the Gain/(Loss) on
Affiliated Securities, similar to the way Dividend Income is reported.
a. Response: In future reports, registrant will list separately
any Gain/(Loss) realized on Affiliated Securities.
7. SEC: It was noted that the Dividend Income from Affiliated Securities
in the Statement of Operations does not match the amount stated in
Footnote 9 in the table.
a. Response: In the Fund's Statement of Operations under
Investment Income, it is stated that Dividends from
Affiliated Securities was $564,971. In the Table in Footnote
9, the sum of dividend income from Affiliated Securities is
reported as $571,435. The difference is $6,464. In the March
31, 2007 Annual Report, the Dividend Income from Affiliated
Securities on the Statement of Operations is the correct
total value. The table in Note 9 has that total value broken
out by security however Broadway Financial Corporation
includes an additional $6,464 in error. It appears that
through the year the security had dividends of $6,464 three
times during the year which totals $19,392 which should be
the amount associated with that security in the table. We
have added an additional check in our proof package to
verify that these two amounts equal each other for all
semi-annual and annual financial statements going forward.
Sincerely,
/S/ Carl D. Johns
Carl D. Johns,
V.P. & Treasurer,
First Financial Fund, Inc.