FIRST AUSTRALIA FUND INC
DEFA14A, 1999-03-29
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                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
              the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ /    Preliminary Proxy Statement
/ /    Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
/ /    Definitive Proxy Statement
/x/    Definitive Additional Materials
/ /    Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                         THE FIRST AUSTRALIA FUND, INC.
                         ------------------------------
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/    No fee required.
/ /    Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
       and 0-11.

       (1)     Title of each class of securities to which transaction applies:

       (2)     Aggregate number of securities to which transaction applies:

       (3)     Per unit price or other underlying value of transaction  computed
               pursuant to Exchange Act Rule 0-11 (set forth the amount on which
               the filing fee is calculated and state how it was determined):

       (4) Proposed maximum aggregate value of transaction:

       (5)     Total fee paid:

/ /    Fee paid previously with preliminary materials.
/ /    Check box if any part of the fee is offset as provided  by  Exchange  Act
       Rule  0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration  statement
       number,  or the Form or Schedule  and the date of its filing.  

       (1)     Amount Previously Paid:

       (2)     Form, Schedule or Registration Statement No.: 

       (3)     Filing Party: 

       (4)     Date Filed: 


<PAGE>


                             LETTER TO SHAREHOLDERS

March 12, 1999


Dear Shareholder,

     We are pleased to present this quarterly report which covers the activities
of The First Australia Fund, Inc. (the 'Fund') for the quarter ended January 31,
1999.  Included  in this  report  is a  review  of the  Australian  economy  and
investment markets, together with an overview of the Fund's investments prepared
by the Investment Manager, EquitiLink International Management Limited.

Performance - First in its Lipper category over 5 years

     The Fund has been awarded the No. 1 ranking in the Lipper  Closed-End Funds
Performance  Survey  over five years to  December  31,  1998 in the  category of
Pacific ex-Japan Funds.

     The  new  portfolio  management  personnel  now  have a  solid  first  year
performance  behind them.  The latest quarter is the first since April last year
in which the Australian  stock market rose. The Fund's NAV in U.S.  Dollar terms
increased by 11.3% over the quarter, assuming reinvestment of distributions.

     IMPORTANTLY,  THE SHARE PRICE HAS RISEN BY 53% SINCE AUGUST 31, 1998 TO THE
DATE OF THIS  REPORT.  IN  ADDITION,  THE FUND HAS PAID A TOTAL OF 85.3 CENTS IN
DISTRIBUTIONS  OVER  THE  PAST  TWELVE  MONTHS,   EQUATING  TO  AN  ANNUAL  CASH
DISTRIBUTION RATE OF 11.2%,  BASED ON THE SHARE PRICE OF $7.63 AS OF THE DATE OF
THIS REPORT, AND TOTAL RETURN, BASED ON MARKET VALUE, OF 3.8%.

Currency - Australian Dollar appreciates

     Over the  period,  the  Australian  Dollar  strengthened  against  the U.S.
Dollar,  reaching a high of 64.40 cents in mid-November.  The currency  declined
following a monetary  policy  easing in early  December,  but  recovered  ground
following stronger economic data in January, closing the quarter at 63.02 cents,
up 0.9%.

     Resilient  economic  growth  is a key  positive  for  the  currency  in the
near-term.  Looking further out,  improving  global growth should lead commodity
prices higher, further supporting the Australian Dollar.

An Important Issue - Addressing the Discount

     As you may now be aware,  a group known as Deep  Discount  Advisors and Ron
Olin  Investment  Management  Company  (together  'DDA') have targeted The First
Australia  Fund,  Inc. as part of their ongoing  attack on the  closed-end  fund
industry.  DDA claims that both the  Investment  Manager and the Fund's Board of
Directors have been unresponsive addressing the discount issue.

     This is not the case.

     Management  has  implemented  several  proposals  intended  to  reduce  the
discount and has  constantly  monitored  the Fund's  premium/discount  since its
inception:

     1. Not long after the Fund began  trading at a  discount  in  mid-1986,  at
Management's  recommendation,  the Board  implemented a share buy-back  program.
This had a minimal  impact on closing  the  discount,  while  increasing  costs.
Consequently, the program was discontinued.

     2. In early 1994,  Management  implemented an investor  awareness  campaign
which led to large buying of the Fund by international  investors. The resultant
increase in the stock price not only closed the discount, but saw the Fund trade
at a premium for a short period.


                                        1


<PAGE>


     3. In an  attempt  to  close  the  discount  that  can be  attributed  to a
depreciation of the Australian  Dollar,  Management  recommended,  and the Board
approved,  a managed  distribution  policy  back in 1997.  The Fund is now being
recognized as a high  distribution  investment with  substantial  capital growth
potential,  and the  discount  has  considerably  narrowed.  The Fund's  current
distribution rate is 9% on NAV and around 11% on its current share price.

     4. Management has continued an effective  educational  campaign,  including
ongoing discussions with leading U.S. analysts. As a result,  several major U.S.
brokers have announced BUY recommendations for the Fund.

     Because the Fund's recent strong  performance  has not been fully reflected
in the Fund's stock price,  we believe your  investment in the Fund offers value
to the long-term  investor.  This perception seems to have helped both the stock
price,  which has risen some 53% since August 31, 1998, and the discount,  which
has dropped substantially.

     For information on the Fund,  please telephone  investor  relations at Dewe
Rogerson, toll free on 1-800-323-9995.

Yours sincerely,
Laurence S. Freedman                         Brian M.Sherman
Chairman                                     President


                                       2


<PAGE>


                  DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN


     Participation  in the Fund's Dividend  Reinvestment  and Cash Purchase Plan
('the Plan') allows you to automatically  reinvest your  distributions in shares
of the Fund's common stock at favorable  commission rates. The Plan also enables
you to make  additional  cash  investments in shares of at least $100 per month.
Under this arrangement, the Plan Agent will purchase shares for you on the stock
exchange or otherwise on the open market on or about the 15th of each month.

     As a Participant in the Plan, you will have the convenience of:

     Automatic  reinvestment - the Plan Agent will  automatically  reinvest your
distributions, allowing you to gradually grow your holdings in the Fund;

     Lower costs - shares are purchased on your behalf under the Plan at reduced
brokerage rates;

     Convenience - the Plan Agent will hold your shares in noncertificated  form
and  will  provide  a  detailed  record  of  your  holdings  at the  end of each
distribution period.

     To request a brochure containing  information of the Plan, together with an
authorization  form,  please  telephone  investor  relations  at Dewe  Rogerson,
toll-free on 1-800-323-9995.


                        REPORT BY THE INVESTMENT MANAGER

NAV Performance

     The  Fund's Net Asset  Value  (NAV)  outperformed  its  benchmark  returns,
increasing by 11.3% over the quarter, assuming reinvestment of distributions.

Currency

     The Australian  Dollar rose by 0.9% against the U.S.  Dollar over the three
months, supporting the Fund's return.

Share Price Performance

     The  Fund's  share  price   increased  7.9%  over  the  quarter,   assuming
reinvestment  of  distributions.  The Fund's  stock closed at $6.88 per share on
January 31, 1999.

Investment Strategy

     The Fund  substantially  lowered its exposure to the resource sector a year
ago. That sector has  underperformed  the industrial sector over the year and in
the latest quarter.  The Fund will remain  relatively  fully  invested,  with an
overweight position in the industrial sector.

Quality of the Portfolio

     The  Fund  maintains  a  high-quality  portfolio,  with  some  90% by value
invested in the top 100 companies on the Australian Stock Exchange.


                                        3


<PAGE>


Distribution Policy - 9% Per Annum

     Commencing from January 1998, the Fund changed its  distribution  policy to
quarterly  distributions  at an annual rate based on a percentage of the rolling
average of the prior four  quarter-end  NAV's. The rate for 1999 was reset at 9%
by the Board of Directors.  The  distributions  will be made  initially from net
investment  income,  then from net realized gains and, to any extent  necessary,
paid-in  capital.  To  date  no  capital  has  been  repaid,  nor is  there  any
expectation of doing so in the foreseeable future.

     Over the past 12 month period the Fund paid a total of 85.3 cents per share
which equates to an annualized  cash  distribution  rate of 11.2%,  based on the
share price of $7.63 as of the date of this report.

     At the  meeting  of the  Board of  Directors  held on  March  11,  1999,  a
distribution  of 20.0 cents per share was declared for the quarter  ending March
31, 1999, payable in April 1999.

Portfolio Composition

     The following  chart  summarizes the  composition of the Fund's  portfolio,
expressed as a percentage of net assets.


                                 [CHART TO COME]

                            SELECTED EQUITY HOLDINGS


     The  following  notes  highlight the Fund's top ten holdings at January 31,
1999.

Telstra Corporation Limited
10.9% of total assets

     Telstra  Corporation is  Australia's  dominant  telecommunications  carrier
providing a full range of telecommunications services. The company will continue
to  participate  in a  rapidly  growing  market.  Although  deregulation  of the
Australian  telecommunications  market has increased competition and may lead to
some  erosion of  Telstra's  market  share,  profitability  is  expected to grow
strongly as costs are reduced.


                                       4


<PAGE>


Australia & New Zealand Banking Group Limited (ANZ)
7.2% of total assets

     ANZ Banking Group is  Australia's  fourth largest  banking group,  offering
retail and wholesale banking services to Australia, New Zealand and Asia. Recent
management changes have focused on cost control and growing non-interest income.
Domestic asset quality and interest margins are trending favorably, underpinning
a sound outlook for profitability.

National Australia Bank Limited (NAB)
6.9% of total assets

     National Australia Bank is Australia's largest full- service banking group,
with significant operations in Australia, New Zealand, the U.K. and U.S. NAB has
grown its  international  retail banking  presence  through  acquisitions  while
maintaining  market  leadership in Australia.  The recent  interim result showed
strong growth in banking fees and commissions, as well as continuing emphasis on
expense reduction.

News Corporation Limited
4.6% of total assets

     News Corporation is a global, vertically-integrated entertainment and media
company. The company produces film and television  entertainment through the Fox
brand  name  and also has  significant  interests  in  several  major  broadcast
platforms  such as B-Sky-B in the U.K.  and the Fox TV network in the U.S.  News
Corporation  has  also  entered  into  joint  venture  arrangements  with  other
media/telecommunications  companies in order to reduce financial risk and expand
its global market presence.

Westpac Banking Corporation Limited (WBC)
4.6% of total assets

     Westpac  Banking  Corporation  is  the  second  largest  banking  group  in
Australia,  offering retail and wholesale  banking services to Australia and New
Zealand.  Management remains focused on optimizing its domestic banking business
and  integrating  recent  acquisitions.  Sound capital  management  should drive
earnings per share growth.

Fosters Brewing Group Limited
4.5% of total assets

     Fosters Brewing Group is an international  beverage group focusing on beer,
wine and other alcoholic beverages. Following the recent disposal of its holding
in  Molson  Canada,  Fosters  derives  the  majority  of its  earnings  from its
Australian liquor operations.

Brambles Industries Limited
3.9% of total assets

     Brambles  Industries is a  geographically  diversified  group  operating in
Australia,  Europe and North America. Major activities include equipment rental,
waste management,  palette  management  (CHEP),  security,  industrial  service,
records  management,  and other  transport-related  services.  The trend towards
outsourcing  industrial  services is underwriting  strong growth for Brambles in
its core operations.

Lend Lease Corporation Limited
3.7% of total assets

     Lend Lease  Corporation  is  Australia's  largest  integrated  property and
financial  services  group.  The company has  achieved 23  consecutive  years of
profit  growth.  It  continues  to leverage  off its strong  market  presence in
Australia with increasing involvement internationally. Lend Lease Corporation is
involved in project management,  design and construction,  property  development
and facilities  management.  It is also a major  provider of financial  services
(funds  management  and life  insurance  products)  through  the MLC group.  The
company is well positioned to maintain growth in profitability.


                                        5


<PAGE>


Lang Corporation Limited
2.5% of total assets

     Lang Corporation is the owner of Australia's largest  stevedoring  company,
Patrick, and TDG Autocare.  Having resolved Patrick's union problems, the market
will increasingly focus on the attractiveness of the stevedore  business.  Given
that the business is a duopoly, with high barriers to entry and steady long-term
growth, the prospects for Lang Corporation are positive.

Rio Tinto Limited
2.2% of total assets

     Rio Tinto is the world's  largest  mining  company,  with assets located in
North  America,  Europe,  Southern  Africa,  South  America,  Australia  and New
Zealand. The company pursues world class ore bodies, with particular emphasis on
copper, gold, diamonds, iron ore and coal. Strong financial management is a core
competency of the group.


                           MARKET REVIEW AND OUTLOOK


Economy

     The Australian economy grew strongly in the last quarter, due mainly to the
strength  of the  service  sector and other  domestically  focused  parts of the
economy.  Growth has been  underpinned by low interest rates,  lagging real wage
increases, productivity growth, and healthy consumer sentiment.

     The  September  quarter  national  accounts  recorded  GDP growth of 5% per
annum.  Our  expectations  remain  in place  that the  Australian  economy  will
moderate towards an annual growth rate of 2.5-3.0% in 1999.

     Inflation remains lower than forecast, well below 2% over the last year. It
should  remain low in 1999,  as solid  productivity  gains have capped growth in
unit  labor  costs.  We expect  only a moderate  increase,  to around 2%, due to
higher import prices, resulting from a depreciated currency.

Stock Market

     Over recent months,  the  Australian  stock market has risen  strongly.  It
reached a new high in early February,  about 18% above its low point at the time
of world  financial  market  disturbance  around  September  last  year.  Strong
economic  data  and a  reduction  in  interest  rates in  early  December  aided
sentiment.  Over the three  months  to  January  31,  1999,  the All  Ordinaries
Accumulation Index increased by 11.2% in U.S. Dollar terms.

     As has been the case for some time in Australia, banks and large industrial
stocks showed the biggest rises in price,  where resource stocks fell further in
response to lower commodity prices globally.

Currency

     Over the  quarter,  the  Australian  Dollar  strengthened  against the U.S.
Dollar. It rose to a high of 64.40 cents in mid-November but declined  following
a monetary policy easing in early December,  only to recover following  stronger
January  economic data. The currency  appreciated  0.9% against the U.S.  Dollar
over the three months, to close at 63.02 cents on January 31, 1999.

     The resilience of domestic growth is a key positive for the currency in the
near-term.  Looking further out,  improving  global growth should lead commodity
prices higher, further supporting the Australian Dollar.

                   EquitiLink International Management Limited


                                        6


<PAGE>


- --------------------------------------------------------------------------------
THE FIRST AUSTRALIA FUND, INC.
Statement of Net Assets
January 31, 1999
(Unaudited)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                                   Value
  Shares               Description                                 (US$)
- --------------------------------------------------------------------------------
<C>            <S>                                                 <C>
               LONG-TERM INVESTMENTS--99.5%
               Common and Preferred Stocks--99.5%
               Diversified Industries--29.5%

  1,700,000    Australian Infrastructure Group.................... $   2,396,185
  1,035,000    Cable & Wireless Optus Limited*....................     2,455,303
    950,000    CSR Limited........................................     2,223,172
  1,090,000    Fairfax (John) Holdings Limited....................     2,606,354
    610,000    Faulding (F.H.) & Company Limited..................     3,339,047
  2,500,000    Fosters Brewing Group Limited......................     7,346,496
  2,200,000    Futuris Corporation Limited .......................     2,533,361
  1,705,000    Lang Corporation Limited...........................     4,076,912
    900,000    Leighton Holdings Limited..........................     3,652,797
    460,000    Lend Lease Corporation Limited.....................     6,094,766
     25,000    LibertyOne Limited*................................        75,085
  4,900,000    MacMahon Holdings Limited..........................     1,464,580
  1,800,000    MTM Entertainment Trust*...........................       906,120
    400,000    Orica Limited......................................     2,046,322
    900,000    Pioneer International Limited......................     1,833,195
  1,000,000    Ramsay Health Care Limited.........................     1,164,113
    411,517    Toll Holdings Limited Convertible Preferred Stock..     1,009,894
    100,000    Woolworths Limited.................................       348,605
                                                                    ------------
                                                                      45,572,307
                                                                    ------------
               Resources And Mining--12.7%

    748,064    Acacia Resources Limited...........................     1,153,263
    297,755    Broken Hill Proprietary Company Limited............     2,188,580
    489,073    Comalco Limited....................................     1,748,016
  1,295,600    Lihir Gold Limited*................................     1,304,411
  2,876,034    M.I.M. Holdings Limited............................     1,230,627
  1,186,600    Newcrest Mining Limited*...........................     1,889,071
    575,209    North Limited......................................       865,061
    358,000    Resolute Limited...................................       259,062
    297,151    Rio Tinto Limited..................................     3,682,430
    395,588    Santos Limited.....................................     1,152,019
    768,555    WMC Limited........................................     2,364,869
    387,081    Woodside Petroleum Limited.........................     1,751,274
                                                                    ------------
                                                                      19,588,683
                                                                    ------------
- --------------------------------------------------------------------------------
                                                                   Value
  Shares               Description                                 (US$)
- --------------------------------------------------------------------------------
               Services--57.3%

    348,000    Adelaide Bank Limited..............................  $  1,368,619
  1,797,324    Australia & New Zealand Banking Group Limited......    11,837,826
    235,000    Brambles Industries Limited........................     6,395,985
    650,298    Colonial Limited...................................     2,359,039
    450,000D   HIH Winterthur Interest Installment Receipts.......       382,269
  1,560,000D   HIH Winterthur International Holdings Limited......     2,257,750
  1,275,548    Jupiters Limited...................................     2,793,183
    678,000    National Australia Bank Limited...................    11,386,372
  1,800,000D   National Mutual Holdings Limited...................     3,192,941
  1,050,000    News Corporation Limited...........................     7,611,410
  1,500,000    Pacific Magazines & Printing Limited...............     2,960,937
    850,000    Qantas Airways Limited.............................     1,850,625
    900,000    QBE Insurance Group Limited........................     3,597,298
    210,000D   St. George Bank Limited............................     1,372,565
3,300,000Pound Telstra Corporation Limited Installment Receipts*..    17,941,181
  2,600,000D   Village Roadshow Limited Voting Preferred Stock....     3,566,590
  1,097,000    Westpac Banking Corporation Limited................     7,593,162
                                                                    ------------
                                                                      88,467,752
                                                                    ------------
               Total common and preferred stocks
                 (cost US$144,496,797)............................   153,628,742
                                                                    ------------


 Principal
  Amount
   (000)       SHORT-TERM INVESTMENTS--1.8%
- -----------

               Demand Deposits--1.2%

A$    2,464    Banque Nationale de Paris, Demand Deposit, 4.40%...     1,550,366
        530    State Street Bank & Trust Company, 
                 Demand Deposit, 4.05%............................       333,632
                                                                    ------------
               Total demand deposits
                 (cost US$1,927,253)..............................     1,883,998
                                                                    ------------

</TABLE>


                                        8


<PAGE>


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
 Principal
  Amount                                                           Value
   (000)               Description                                 (US$)
- --------------------------------------------------------------------------------
<C>            <S>                                                 <C>
               Repurchase Agreement--0.6%

US$     908    Repurchase Agreement, State Street Bank
                 & Trust Company, 4.60% dated 1/29/99,
                 due 2/1/99 in the amount of $908,348
                 (cost $908,000; collateralized by $635,000
                 U.S. Treasury bill, due 11/15/10; value
                 including accrued interest--US$932,265)..........  $    908,000
                                                                    ------------
               Total short-term investments (cost US$2,835,253)....    2,791,998
                                                                    ------------
               Total Investments--101.3%(cost US$147,332,050).....   156,420,740
               Liabilities in excess of other assets--(1.3%)......   (2,034,120)
                                                                    ------------
               Net Assets--100%...................................  $154,386,620
                                                                    ------------
                                                                    ------------
               Net asset value per common share
                 ($154,386,620/17,189,998 shares issued and
                 outstanding)...............................        $       8.98
                                                                    ------------
                                                                    ------------

</TABLE>


- ------------------

*         Non-income producing security. 
D         Portion of securities on loan.
Pound     Fair valued security.


                                        9


<PAGE>


Directors
- ---------
Anthony E. Aaronson
Sir Roden Cutler
David Lindsay Elsum
Rt. Hon. Malcolm Fraser
Laurence S. Freedman, Chairman
Michael R. Horsburgh
Howard A. Knight
Richard H. McCoy
Neville J. Miles
William J. Potter
John T. Sheehy
Brian M. Sherman

Officers
- --------

Brian M. Sherman, President
Laurence S. Freedman, Vice President
Ouma Sananikone-Fletcher, Assistant Vice President
  and Chief Investment Officer
David Manor, Treasurer
Roy M. Randall, Secretary
Barry G. Sechos, Assistant Treasurer
Kenneth T. Kozlowski, Assistant Treasurer
Allan S. Mostoff, Assistant Secretary
Margaret A. Bancroft, Assistant Secretary

The accompanying  Statement of Net Assets as of January 31, 1999 was not audited
and accordingly, no opinion is expressed on it.

This report,  including the financial  statements  herein, is transmitted to the
shareholders of The First  Australia  Fund,  Inc. for their general  information
only. It does not have regard to the specific investment  objectives,  financial
situation and the particular needs of any specific person.

Notice  is hereby  given in  accordance  with  Section  23(c) of the  Investment
Company Act of 1940 that the Fund may purchase, from time to time, shares of its
common stock in the open market.


                                       10


<PAGE>


- --------------------------------------------------------------------------------

            Investment Manager
            EquitiLink International Management Limited
            P.O. Box 578, 17 Bond Street
            St. Helier, Jersey JE4 5XB Channel Islands

            Investment Adviser
            EquitiLink Australia Limited
            190 George Street
            Sydney, NSW 2000, Australia

            Administrator
            Prudential Investments Fund Management LLC
            Gateway Center Three
            100 Mulberry Street
            Newark, NJ 07102-4077

            Custodian and Transfer Agent
            State Street Bank and Trust Company
            One Heritage Drive
            North Quincy, MA 02171

            Independent Accountants
            PricewaterhouseCoopers LLP
            1177 Avenue of the Americas
            New York, New York 10036

            Legal Counsel
            Dechert Price & Rhoads
            1500 K Street N.W.
            Washington, D.C. 20005
            Stikeman, Elliott
            Level 32, Chifley Tower
            2 Chifley Square
            Sydney, NSW 2000, Australia


                              Gateway Center Three
                               100 Mulberry Street
                              Newark, NJ 07102-4077
                  for information call toll-free (800) 522-5465
                             collect (973) 367-7403
                  or for information regarding net asset value
                                 (800) 451-6788


     Shares of The First  Australia  Fund, Inc. are traded on the American Stock
Exchange and on the Pacific Stock Exchange  under the symbol 'IAF'.  Information
about  the  Fund's  net asset  value and  market  price is  published  weekly in
Barron's and in the Monday edition of The Wall Street Journal.

     For a weekly  update of the Fund's net asset value and share  price,  or to
receive more information on the Fund, call toll-free:

                             1-800-323-9995
                                   318652104 (R)


    The First Australia Fund, Inc.
- --------------------------------------------------------------------------------
   Quarterly Report January 31, 1999 Highlights
- --------------------------------------------------------------------------------

         -  Performance:  First in its  category  over five  years in the Lipper
            Closed-end Fund Survey.

         -  Annual cash distribution rate set at 9% of NAV.

         -  Share price up 53% since August 31, 1998.

         -  Discount to NAV narrows substantially.

         -  Australian Dollar appreciates.

ALL AMOUNTS ARE U.S. DOLLARS UNLESS OTHERWISE STATED.

Managed by EquitiLink International Management Limited.


                                       11


<PAGE>


                         THE FIRST AUSTRALIA FUND, INC.

            THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                 Annual Meeting of Shareholders - April 23, 1999

     The  undersigned  hereby appoints  William J. Potter,  Brian M. Sherman and
Laurence S.  Freedman,  and each of them, the proxies of the  undersigned,  with
power of substitution to each of them, to vote all shares of the common stock of
The First  Australia Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of  Shareholders  of The First Australia Fund, Inc. to be held at
One Seaport Plaza,  New York, New York on April 23, 1999 at 10:00 a.m.  (Eastern
time) and at any adjournment or postponement thereof. By signing this proxy card
on the reverse side, the undersigned authorizes the appointed proxies to vote in
their  discretion  on any other  business  which may  properly  come  before the
meeting or any adjournments or postponements thereof.

- --------------------------------------------------------------------------------
                      PLEASE VOTE, DATE AND SIGN ON REVERSE
                  AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?               DO YOU HAVE ANY COMMENTS:

- -----------------------------------     ----------------------------------------

- -----------------------------------     ----------------------------------------

- -----------------------------------     ----------------------------------------



<PAGE>


(X) Please mark your votes as in this example

This proxy, when properly executed,  will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Items 1, and 2 and AGAINST Items
3, 4, 5 and 6.

- --------------------------------------------------------------------------------

Your Board of Directors recommends a vote FOR Proposals 1 & 2 below
                                          ---
- --------------------------------------------------------------------------------

1. Election of 5 Directors for a three year term:  

   FOR ALL  / /                      WITHHOLD ON ALL  / /
                                     FOR ALL EXCEPT   / /

   Nominees: M. Fraser, H.A. Jacobs, Jr., H.A. Knight, R.H. McCoy, B.M. Sherman
   FOR, except withhold vote from following nominees:

- --------------------------------------------------------------------------------
                                                                                
2. Ratification of selection of independent public accountants

   FOR  / /           AGAINST  / /               ABSTAIN  / /

- --------------------------------------------------------------------------------

Your Board of Directors recommends a vote AGAINST Proposals 3-6 below

- --------------------------------------------------------------------------------

3. Shareholder proposal to terminate the Investment Management Agreement with
   EquitiLink

   FOR  / /           AGAINST  / /               ABSTAIN  / /

4. Shareholder proposal that the Board take whatever steps necessary for
   shareholders to receive net asset value for their shares within 60 days 
   of the Meeting

   FOR  / /           AGAINST  / /               ABSTAIN  / /

5. Shareholder proposal that all Directors not standing for reelection who
   oppose Item 4 resign

   FOR  / /           AGAINST  / /               ABSTAIN  / /

6. Shareholder proposal to reimburse shareholder proponent's fees and expenses

   FOR  / /           AGAINST  / /               ABSTAIN  / /


DATE ____________________, 1999

_______________________________

_______________________________
Signatures(s)

Please sign exactly as name(s)  appear(s)  on this proxy card.  If signing for a
corporation or partnership or as an agent or attorney,  indicate the capacity in
which you are  signing.  If signing as trustee,  custodian  or other  fiduciary,
please state your title.


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