EXHIBIT
SUB-ITEM 77C
SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
Special Meeting Stockholders of First Financial Fund reconvened on May 22
held at Prudential Investment Fund Management LLC, 751 Broad Street,
Newark, New Jersey 07103, a majority of the Fund's outstanding shares voted
in favor of a proposal to amend the Fund's Article of Incorporation by adding
supermajority voting requirements to approve any change to the Fund's
investment objectives, its policies with respect to concentration, or certain
business combinations with affiliated stockholders. The Special Meeting of
Stockholders was held initially on April 25, 2000, but was adjourned to permit
additional solicitation.
The results of the proxy solicitation were as follow:
Matter Votes For Votes Against
Abstentions
Amendment of 12,460,303 6,090,505 384,187
Articles of
Incorporation
At its meeting in February and March 2000, the Fund's Board of Directors
unanimously approved several changes to the Fund's By-Laws. These changes
were as follows:
? Increasing the percentage of outstanding shares necessary to call a special
meeting of stockholders from 25 percent to 50 percent.
? Clarifying that no business shall be transacted at any special stockholders'
meeting except as provided in the notice of meeting.
? Specifying the individuals with authority to conduct the Fund's stockholder
meetings and the powers vested in those persons.
? Modernizing the Fund's provisions to permit proxy voting through
electronic means.
? Clarifying that the Fund will indemnify its directors and officer to the
maximum extent permitted by applicable federal and Maryland state law.
