FIRST AUSTRALIA FUND INC
PRE 14A, 2000-10-19
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                                 IMPORTANT NEWS


                         THE FIRST AUSTRALIA FUND, INC.
                   THE FIRST AUSTRALIA PRIME INCOME FUND, INC
                        THE FIRST COMMONWEALTH FUND, INC.


1. The  EquitiLink  group,  the founder and current  manager and adviser of your
   Fund, is being acquired by Aberdeen Asset Management, PLC.

2. Aberdeen is a publicly  listed  company based in the United  Kingdom.  It has
   offices in the United States, United Kingdom, Ireland, Luxembourg,  Singapore
   and Hong Kong.  With the  acquisition of the EquitiLink  Group,  it will have
   offices in Australia and Jersey,  Channel Islands.  Aberdeen has total assets
   under management of approximately US$33 billion as of September 30, 2000.

3. Aberdeen's  investment  philosophy is similar to that of the EquitiLink group
   and it is expected that the EquitiLink investment team will remain under thee
   new Aberdeen structure. Your Fund will therefore continue to benefit from the
   skills and expertise of the current portfolio  management and  administrative
   team,  thereby  ensuring  continuity and consistency of investment  strategy,
   within a greater global structure brought by Aberdeen.

4. As a result of the change in  ownership,  you are being  asked to approve new
   management and advisory contracts,  which will remain  substantially the same
   as those currently in effect.

5. The Board of  Directors  of your Fund has  approved  the new  management  and
   advisory  contracts.  Your Board recommends that you vote in favor of the new
   management and advisory contracts.


YOUR FUND'S BOARD OF DIRECTORS  RECOMMENDS  THAT YOU VOTE "FOR" THE NEW ADVISORY
AND MANAGEMENT CONTRACTS.  SIMPLY FILL IN THE ATTACHED PROXY CARD AND MAIL IT IN
THE ENCLOSED ENVELOPE.

           PLEASE READ THE FULL TEXT OF THE ENCLOSED PROXY STATEMENT.

<PAGE>


IMPORTANT DATES:

RECORD DATE:            OCTOBER 26, 2000
MEETING DATE:           NOVEMBER 29, 2000 AT 2.00 pm Eastern Time
                        Prudential Securities Inc.
                        One Seaport Plaza, 34th Floor
                        New York, NY



FOR MORE INFORMATION, PLEASE CONTACT:

Investor Relations:     EquitiLink USA, Inc.
                        1 800 522 5465
                        1 212 968 8800
                        [email protected]
                        ----------------------------------
                        45 Broadway,, 31st Floor
                        New York, NY 10006

Proxy Solicitor:        Innisfree M&A Incorporated
                        1 877 750 9499
<PAGE>
[LOGO]



                       The First Australia Fund, Inc.
                The First Australia Prime Income Fund, Inc.
                        The First Commonwealth Fund, Inc.
                                 IMPORTANT NEWS


OCTOBER [____], 2000
FOR SHAREHOLDERS OF
      The First Australia Fund, Inc.
      The First Australia Prime Income Fund, Inc.
      The First Commonwealth Fund, Inc.
             (each, a "Fund," collectively, the "Funds")

      While  we  encourage  you to read  the  full  text of the  enclosed  Proxy
Statement,  here is a brief  overview of some changes  affecting the Funds which
require a vote of shareholders.

                           Q&A: QUESTIONS AND ANSWERS

Q.    WHAT IS HAPPENING?

A.    The investment manager of the Funds, EquitiLink  International  Management
      Limited  (the  "Manager"),  and  the  investment  adviser  of  the  Funds,
      EquitiLink  Australia Limited (the "Adviser"),  are part of The EquitiLink
      Group  ("EquitiLink").  On October [ ], 2000,  EquitiLink  announced it is
      being acquired by Aberdeen Asset Management PLC ("Aberdeen").

Q.    WHO IS ABERDEEN?

A.    Aberdeen  is  a  globally  diversified  investment  management  firm  with
      approximately US$33 billion as of September 30, 2000, under management for
      individuals,  unit  trusts,  institutional  funds,  investment  trusts and
      offshore  funds.  Aberdeen  is a  publicly  listed  company  in the United
      Kingdom and is a premier UK listed investment  management  specialist that
      will bring to shareholders  its extensive  experience in the management of
      closed-end  funds. In addition to its UK offices,  Aberdeen has offices in
      Ireland,  Luxembourg,  Singapore, Hong Kong, Fort Lauderdale, and Chicago.
      Its  acquisition  of EquitiLink  will add offices in Australia and Jersey,
      Channel  Islands,  and will give it additional  presence in North America,
      where EquitiLink has a New York City Office and a representative office in
      Toronto,  Canada.  Aberdeen  also  has a joint  operating  agreement  with
      Phoenix Home Life Mutual Insurance Co. of Hartford, Connecticut .



<PAGE>


Q.    WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON?

A.    Under  applicable law, the Funds'  management  agreements with the Manager
      and  their   investment   advisory   agreements   with  the  Adviser  will
      automatically  terminate  at the  time  of  the  Aberdeen  acquisition  of
      EquitiLink (the  "Transaction").  In order for the Manager and the Adviser
      to continue to provide  services to the Funds,  shareholders  of each Fund
      must approve a new management agreement and advisory agreement.

Q.    WILL THERE BE CHANGES IN THE AGREEMENTS?

A.    Each agreement will be substantially the same in all respects,  except for
      the two year terms and the effective  dates of the New  Agreements.  There
      will be no  changes in the rates of fees  charged  to the Funds  under the
      agreements.

Q.    WILL THE TRANSACTION AFFECT THE DAY TO DAY OPERATIONS OF MY FUND?

A.    Aberdeen's  investment  philosophy  is similar  to that of the  EquitiLink
      Group,  and there will be no change in a Fund's  investment  objective and
      policies.  It is  anticipated  that  the  portfolio  management  personnel
      responsible for each Fund will remain substantially the same.

Q.    HOW WILL THE TRANSACTION AFFECT ME AS A FUND SHAREHOLDER?

A.    Assuming  shareholders  of  each  Fund  approve  the  new  management  and
      investment advisory agreements,  the Transaction will not cause any change
      in the  way a Fund  is  managed.  Although  Laurence  Freedman  and  Brian
      Sherman,  the two managing  directors of the Adviser and  directors of the
      Manager  will  resign,  this change is not expected to affect the Funds or
      their shareholders.  Messrs. Freedman and Sherman are expected to continue
      as officers and Directors of the Funds. Therefore, each Fund will continue
      to benefit  from the skills and  expertise  of the current  team,  thereby
      ensuring  continuity  and  consistency  of investment  strategy,  within a
      greater global structure brought by Aberdeen.  Similarly,  the Transaction
      will not  affect  the  Funds'  contractual  relationships  with its  other
      service providers.

Q.    WILL THERE BE ANY BENEFITS TO SHAREHOLDERS FROM THE TRANSACTION?

A.    Aberdeen  is  committed  to the Funds and will bring to  shareholders  the
      benefit of its extensive experience in the management of closed-end funds,
      as well as Aberdeen's global facilities.

Q.    HOW DO THE FUNDS' BOARD MEMBERS RECOMMEND THAT I VOTE?

A.    After careful  consideration,  and with the assistance of investigation of
      the  Transaction  by a Due  Diligence  Committee,  each  Fund's  Board  of
      Directors,  including  those  directors  who are not  affiliated  with the
      Funds,  EquitiLink  or Aberdeen,  recommend  that you vote in favor of the
      proposal on the enclosed postage pre-paid proxy card.  Shareholders of the
      Funds  may  also  vote  by  phone  or  via  internet.  Simply  follow  the
      instructions on your proxy card.

Q.    HOW DO I GET MORE INFORMATION?

A.    For more information,  please call Innisfree M&A Incorporated,  the Funds'
      proxy solicitor,  at 1-(877)  750-9499,  or EquitiLink USA, Inc.  Investor
      Relations at 1-(800)-522-5465 or (212) 968-8800.

Q.    WILL THE FUNDS PAY FOR THE PROXY SOLICITATION AND LEGAL COSTS
      ASSOCIATED WITH THIS TRANSACTION?

A.    No, EquitiLink and Aberdeen will bear these costs.



<PAGE>


[FUND LOGOS]                        The First Australia Fund, Inc.
                                    The First Australia Prime Income Fund, Inc.
                                    Gateway Center 3
                                    100 Mulberry Street
                                    Newark, New Jersey 07102


                                    The First Commonwealth Fund, Inc.
                                    800 Scudders Mill Road
                                    Plainsboro, NJ  08536

Dear Shareholder:

      As  explained in the  preceding  "Question & Answer"  statement,  Aberdeen
Asset  Management  PLC has  entered  into an  agreement  to acquire  EquitiLink,
comprising the Manager and Adviser.  It is necessary,  in  conjunction  with the
change in control of EquitiLink,  for the  shareholders  of each Fund to approve
new management and investment advisory agreements with the Manager and Adviser.

      Aberdeen  is a premier UK listed  investment  management  specialist  with
approximately US$33 billion as of September 30, 2000, of funds under management.
Aberdeen's  investment  philosophy  is similar to that of  EquitiLink  and it is
expected that the EquitiLink  investment team will remain under the new Aberdeen
structure,  thereby  ensuring  continuity  of investment  strategy.  Aberdeen is
committed  to the  Funds  and will  bring to  shareholders  the  benefit  of its
extensive  experience  in  the  management  of  closed-end  funds,  as  well  as
Aberdeen's global facilities.

      The following outlines important facts about the Transaction that apply to
the Funds:

      -     The new investment  advisory and management  agreements that you are
            being asked to approve are substantially the same as those currently
            in effect,  except for the two year terms and the effective dates of
            the New Agreements.

      -     The  Transaction is not intended to affect  EquitiLink's  day-to-day
            operations,  its  investment  process,  or its portfolio  management
            team.

      -     The Transaction  will not affect the number of shares you own or the
            value of those shares.

      -     The advisory  fees and expenses  paid by the Funds will not increase
            as a result of the Transaction.

      -     The investment objective of each Fund will remain the same.

      -     The  Funds'   contractual   relationships  with  its  other  service
            providers,  including the  Funds' transfer agent and custodian, will
            not be affected.

      -     Each Fund's Board of Directors,  including  those  directors who are
            not affiliated with EquitiLink, Aberdeen or the Fund, have carefully
            reviewed the  Transaction,  and have concluded that the  Transaction
            should cause no reduction in the quality of services provided to the
            Fund.

      EACH FUND'S BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL SET FORTH IN THE
NOTICE  OF  SPECIAL  MEETING  OF  SHAREHOLDERS  FOR THE  FUND IS  IMPORTANT  AND
RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS  CAREFULLY AND THEN VOTE FOR THE
PROPOSAL.

      Your vote is important, regardless of the number of shares you own. PLEASE
TAKE A MOMENT NOW TO SIGN AND RETURN  YOUR  PROXY CARD IN THE  ENCLOSED  POSTAGE
PRE-PAID  RETURN  ENVELOPE,  OR VOTE BY PHONE OR OVER THE  INTERNET.  TO VOTE BY
PHONE OR VIA INTERNET,  SHAREHOLDERS SHOULD FOLLOW THE INFORMATION  CONTAINED ON
THEIR PROXY CARDS.  If we do not receive your executed  proxy after a reasonable
amount of time you may  receive  a  telephone  call  from our  proxy  solicitor,
Innisfree  M&A  Incorporated  ("Innisfree"),  who will assist you in voting your
shares.

      Your  Directors  recommend  that you vote in  favor of the  proposals  and
approve the new management and investment advisory agreements.

      Respectfully,

     [SIGNATURE]                               [SIGNATURE]
     [--------------------]                    [--------------------]
     Laurence S. Freedman                      Brian M. Sherman
     Chairman                                  President
     The First Australia Fund, Inc.            The First Australia Fund, Inc.
     The First Australia Prime Income          The First Australia Prime Income
     Fund, Inc.                                Fund, Inc.


     [SIGNATURE]                               [SIGNATURE]
     [--------------------]                    [--------------------]
     Brian M. Sherman                          Laurence S. Freedman
     Chairman                                  President
     The First Commonwealth Fund, Inc.         The First Commonwealth Fund, Inc.

SHAREHOLDERS  ARE URGED TO PROMPTLY  COMPLETE  THEIR PROXY BY MAIL,  BY PHONE OR
OVER THE  INTERNET,  SO AS TO  ENSURE  A QUORUM  AT THE  MEETING.  YOUR  VOTE IS
IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.



<PAGE>



The First Australia Fund, Inc.                  The First Commonwealth Fund,
The First Australia Prime Income Fund, Inc.     Inc.
Gateway Center 3                                800 Scudders Mill Road
100 Mulberry Street                             Plainsboro, NJ  08536
Newark, New Jersey 07102

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

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                                November 29, 2000
--------------------------------------------------------------------------------


TO THE SHAREHOLDERS OF
      The First Australia Fund, Inc.
      The First Australia Prime Income Fund, Inc.
      The First Commonwealth Fund, Inc.
          (each a "Fund," and collectively, the "Funds")

      NOTICE IS  HEREBY  GIVEN  that a  Special  Meeting  of  Shareholders  (the
"Meeting") of the Funds will be held at Prudential Securities Incorporated,  One
Seaport  Plaza,  34th Floor,  New York,  New York on November 29, 2000,  at 2:00
p.m., Eastern Time, for the following purpose:

            The  shareholders  of each  Fund  will be  asked  to  approve  a new
            management  agreement  with  EquitiLink   International   Management
            Limited and a new  investment  advisory  agreement  with  EquitiLink
            Australia Limited.

      The Boards of  Directors  of the Funds have fixed the close of business on
October  26,  2000 as the  record  date for the  determination  of  shareholders
entitled to vote at the meeting or any adjournment or postponement thereof.

      In the event that the necessary quorum to transact business at the Meeting
is not  obtained or a quorum is present at the Meeting but  sufficient  votes to
approve the proposal are not received, the proxy holders may propose one or more
adjournments  of the Meeting to permit  further  solicitation  of  proxies.  Any
adjournment  will  require the  affirmative  vote of a majority of those  shares
present at the  Meeting in person or by proxy.  If the  necessary  quorum is not
obtained, the persons named as proxies will vote in favor of the adjournment. If
a quorum is present,  the proxy holders will vote those  proxies  required to be
voted for any  proposal  with respect to which  insufficient  votes for approval
have been received, in favor of such



<PAGE>


adjournment,  and will vote those  proxies  required to be voted  against such a
proposal at such an adjournment, against adjournment.

                                    By order of the Boards of Directors,

                                    [SIGNATURE]


                                    Roy M. Randall, Secretary
                                    The First Australia Fund, Inc.
                                    The First Australia Prime Income Fund, Inc.
                                    The First Commonwealth Fund, Inc.
Plainsboro, New Jersey
Newark, New Jersey
October [__], 2000

      IMPORTANT:  You are cordially invited to attend the meeting.  Shareholders
who do not expect to attend the  meeting in person are  requested  to  complete,
date and sign the  enclosed  proxy card and return it promptly in the  addressed
envelope  which requires no postage and is intended for your  convenience.  Your
prompt return of the enclosed  proxy card may save  EquitiLink the necessity and
expense of further solicitations to assure a quorum at the meeting. The enclosed
proxy is being solicited on behalf of the Boards of Directors of the Funds.




<PAGE>


                                 PROXY STATEMENT


The First Australia Fund, Inc.                  The First Commonwealth Fund,
The First Australia Prime Income Fund, Inc.     Inc.
Gateway Center 3                                800 Scudders Mill Road
100 Mulberry Street                             Plainsboro, NJ  08536
Newark, New Jersey 07102

                              ---------------
                         Special Meeting of Shareholders
                                November 29, 2000
                              ---------------
GENERAL

      This Proxy Statement is furnished in connection  with the  solicitation of
proxies by the Boards of Directors (the "Boards") of The First  Australia  Fund,
Inc., The First  Australia  Prime Income Fund,  Inc. and The First  Commonwealth
Fund, Inc., each a Maryland  corporation (each a "Fund," and  collectively,  the
"Funds").  The proxies will be voted at a joint Special  Meeting of Shareholders
(the "Meeting"),  to be held at Prudential Securities Incorporated,  One Seaport
Plaza,  34th Floor,  New York,  New York,  on November 29,  2000,  at 2:00 p.m.,
Eastern Time, and at any adjournment thereof. The sole purpose of the meeting is
consideration of the following proposal (the "Proposal"):

            The  shareholders  of each  Fund  will be  asked  to  approve  a new
            management  agreement  with  EquitiLink   International   Management
            Limited (the "Manager") and a new investment advisory agreement with
            EquitiLink Australia Limited (the "Adviser").

      This Proxy Statement, the Notice of Special Meeting, the Question & Answer
Statement, and the proxy card are first being mailed to shareholders on or about
October [ ], 2000 or as soon as practicable thereafter. Any shareholder giving a
proxy has the power to revoke it in person at the Meeting, by mail (addressed to
the Secretary at the principal  office of The First  Australia Fund, Inc. or The
First  Australia  Prime  Income Fund,  Inc. at Gateway 3, 100  Mulberry  Street,
Newark,  New Jersey 07102; or The First  Commonwealth Fund, Inc. at 800 Scudders
Mill  Road,  Plainsboro,  New  Jersey  08536);  or by  submitting  a  notice  of
revocation to the particular  Fund. All properly  executed  proxies  received in
time  for the  Meeting  will be  voted  as  specified  in the  proxy  or,  if no
specification  is made,  in  favor  of the  proposal  referred  to in the  Proxy
Statement.

      Shareholders may vote using the enclosed pre-paid proxy card. Shareholders
of the  Funds may also  vote by phone or via  internet.  To vote by phone or via
internet,  shareholders  should follow the information  contained on their proxy
cards.

      The presence at any  shareholders  meeting,  in person or by proxy, of the
holders of a majority of the outstanding shares of each Fund entitled to be cast
shall be necessary and sufficient to constitute a quorum for the  transaction of
business with respect to that Fund.  In the event that the  necessary  quorum to
transact  business at the Meeting is not  obtained or a quorum is present at the
Meeting but  sufficient  votes to approve any of the proposals are not received,
the proxy holders may propose one or more  adjournments of the Meeting to permit
further  solicitation of proxies.  Any adjournment  will require the affirmative
vote of a majority of those shares present at the Meeting in person or by proxy.
If the necessary quorum is not obtained,  the persons named as proxies will vote
in favor of the adjournment. If a quorum is present, the proxy holders will vote
those  proxies  required  to be voted for any  proposal  with  respect  to which
insufficient   votes  for  approval  have  been  received,   in  favor  of  such
adjournment,  and will vote those  proxies  required to be voted  against such a
proposal  against  adjournment.  For purposes of  determining  the presence of a
quorum  for  transacting  business  at  the  Meeting  and  at  any  adjournment,
abstentions  and broker  non-votes  (that is,  proxies  from brokers or nominees
indicating that such persons have not received  instructions from the beneficial
owner or other  persons  entitled  to vote  shares on a  particular  matter with
respect to which the brokers or nominees do not have  discretionary  power) will
be treated as shares that are present but which have not been voted. Abstentions
and  broker  non-votes  will have the  effect of a vote  against  the  proposal.
Accordingly,  shareholders  are  urged  to  forward  their  voting  instructions
promptly. In the proposal,  shareholders of each Fund are asked to approve a new
management  agreement with the Manager and a new investment  advisory  agreement
with the Adviser.

      For approval with respect to a Fund, the proposal requires the affirmative
vote of a "majority of the outstanding  shares" of that Fund. The term "majority
of  outstanding  shares," as defined by the  Investment  Company Act of 1940, as
amended  (the  "1940  Act")  and as used in this  Proxy  Statement,  means:  the
affirmative  vote of the  lesser of (1) 67% of the voting  securities  of a Fund
present at the Meeting if more than 50% of the  outstanding  shares of that Fund
are present in person or by proxy or (2) more than 50% of the outstanding shares
of the Fund.

      Holders  of record of the  shares  of a Fund at the close of  business  on
October 26, 2000 (the "Record Date"),  will be entitled to one vote per share on
all business to be conducted at the Meeting. The number of shares outstanding as
of  October  26,  2000 for each  Fund  was:  The  First  Australia  Fund,  Inc.,
[17,189,998];  The First Australia Prime Income Fund, Inc.,  [267,377,298];  and
The First Commonwealth Fund, Inc., [9,266,209].

      Each Fund  provides  periodic  reports  to all of its  shareholders  which
highlight  relevant  information  including  investment  results and a review of
portfolio changes.  You may receive an additional copy of the annual report of a
Fund for the period ended  October 31, 1999 and the  semi-annual  report for the
six-month period ended April 30, 2000, without charge, by calling EquitiLink USA
at  1-800-522-5645  or  1-212-968-8800,  or write to EquitiLink  USA, Inc. at 45
Broadway,      31st      Floor,      New     York,      NY     10006      email:
[email protected].; shareholders may also contact Innisfree M&A
Incorporated at 1-877-750-9499.




              PROPOSAL: APPROVAL OF NEW MANAGEMENT AGREEMENTS
                       AND INVESTMENT ADVISORY AGREEMENTS

INTRODUCTION

      The  Manager  and  Adviser  provide  management  and  investment  advisory
services,  respectively,  to each Fund  pursuant to a management  agreement  and
advisory  agreement (the  "Agreements").  The current  Agreements  (the "Current
Agreements") for each Fund are as follows:

      The First Australia Fund, Inc.:
          o     Management Agreement dated February 1, 1990
          o     Advisory Agreement dated February 1, 1990

      The First Australia Prime Income Fund, Inc.:
          o     Management Agreement dated June 1, 1996
          o     Advisory Agreement dated September 9, 1999

      The First Commonwealth Fund, Inc.:
          o     Management Agreement dated September 9, 1999
          o     Advisory Agreement dated February 20, 1992

      The terms and conditions of the proposed new Agreements ("New Agreements")
are substantially the same as each of the Current Agreements, except for the new
initial two-year terms and the effective dates of the New Agreements.

      BACKGROUND INFORMATION

      The  EquitiLink  Group  ("EquitiLink"),  comprising the Funds' Manager and
Adviser, is being acquired by Aberdeen Asset Management PLC ("Aberdeen").  Under
applicable  law,  the Funds'  management  agreements  with the Manager and their
investment advisory agreements with the Adviser will automatically  terminate at
the time of the Aberdeen acquisition of EquitiLink (the "Transaction").

      Established in 1981,  the  EquitiLink  Group has grown into one of largest
independently owned funds management  companies in Australia and a specialist in
Australian stocks and Australian and Asian bonds.

      In an increasingly globalized environment,  EquitiLink is of the view that
an association  with a major company with greater global  capabilities and reach
represents a natural growth evolution. This will ensure that your Funds not only
continue to benefit from the expertise and experience of the existing investment
staff but also gain from greater capabilities brought by the global structure of
an eminent investment group such as Aberdeen.

      Aberdeen Asset Management, PLC

      Aberdeen is an international fund management company managing unit trusts,
institutional   funds,   investment   trusts  and  offshore  funds  for  private
individuals and  institutions  around the world. The group has a global presence
with offices in the United States,  Singapore,  Hong Kong,  the United  Kingdom,
Ireland and  Luxembourg.  With the  acquisition  of the EquitiLink  group,  this
coverage  will extend to Australia and New Zealand.  Additionally  Aberdeen also
has a joint operating  agreement with Phoenix Home Life Mutual  Insurance Co. of
Hartford, Connecticut.

      Aberdeen's shares are publicly held.  Shareholders holding more than 5% of
its outstanding shares are The Scottish Provident  Institution (37.8%).  Phoenix
Home Life Mutual Insurance Co. (20.44%) and Shell Pension Fund (5.51%).

      The Aberdeen group has experienced  substantial growth in recent years. It
has  expanded at an annual rate of 56.2% since 1995,  through a  combination  of
acquisitions  and  organic  growth.  As of  September  30,  2000,  Aberdeen  had
approximately US$33 billion in assets under management.

      Positive Implications for the shareholders

      The New Agreements for the Funds are substantially the same as the Current
Agreements.   With  the  existing  investment   management  personnel  remaining
substantially  in place,  the current  investment  strategy will continue,  thus
ensuring consistency of investment management.

      In  addition,  Aberdeen  will bring to the Funds the  benefits  of greater
resources,  an extensive  global coverage and great depth of experience in asset
management. In particular,  Aberdeen manages some 27 closed-end funds around the
world. The synergy between the EquitiLink and Aberdeen groups should enhance the
research capabilities and management skills available to each Fund.

      The Transaction

      The  Transaction  involves  the  sale of all  shares  of the  Manager,  of
EquitiLink Limited ("EL," parent of the Adviser) and of EquitiLink International
(Channel  Islands)  Limited  ("EICIL") with the result that all the  Australian,
United  States and Canadian  investment  management  business of the  EquitiLink
complex will be transferred to Aberdeen.  This includes the Adviser's Australian
funds management  operation consisting of 12 wholesale unit trusts, 2 closed end
funds and several  wholesale  mandates,  the Funds' Agreements and certain other
services agreements relating to the Funds (the Manager's administrative services
agreements with Trident Fund Services (Jersey) Limited and EICIL, and the Funds'
investor relations agreement with the Manager's subsidiary, EquitiLink USA). The
sale will be effected pursuant to a Share Sale Agreement between Aberdeen on the
one side and EquitiLink  Holdings Limited ("EHL") (parent of EL), EIML Australia
Pty Limited  (parent of the Manager) and the  shareholders of EICIL on the other
side.  Total  consideration  for the sale is US$80  million,  subject to certain
adjustments.  This  consideration  is  payable  in a  combination  of  cash  and
preference shares to be issued by Aberdeen.

      The  Transaction is contingent on approval of the New Agreements  with the
Manager and the Adviser by the Funds' Boards of Directors and  shareholders,  as
well as by the directors and trustee of certain  non-US funds.  Approval must be
received with respect to the foregoing  funds  representing  at least 75% of the
combined revenue estimated for those funds for the year ending June 30, 2000 for
the sale to proceed.  The Transaction is also contingent  upon:  Jersey (Channel
Islands)  regulatory  approval  of the sale of the  Manager  and  consent of the
Australian  Foreign  Investment Review Board for the purchase by Aberdeen of EL.
Additionally,  certain assets held by the EquitiLink entities being sold are not
included in the sale and must be transferred  out of the relevant  company prior
to the  Transaction  closing.  This  includes  shares of two Funds (15.8% of The
First Australia Fund, Inc. and 4.8% of The First  Commonwealth  Fund, Inc.) that
are beneficially  owned by EL and EUSA. These parcels will be transferred to EHL
(or an affiliate). Other conditions include repayment of certain indebtedness by
the Manager and EL and cancellation of an EquitiLink employee stock option plan.
The Share Sale agreement requires Messrs.  Sherman and Freedman to sign one-year
non-compete  agreements and claims releases.  Finally,  Aberdeen's  shareholders
must approve the purchase.  The Share Sale Agreement also specifically  provides
that insurance  covering  liabilities  of directors and officers,  including the
Funds'  Directors  and  officers,  must be  maintained,  for all  directors  and
officers  holding office up to and including the closing date, for 6 years after
the closing.  The closing is to occur three business days following  approval of
the Proposal by each of the Fund's shareholders. If the Proposal is not approved
by all Funds,  the  closing may be delayed to  determine  an  adjustment  to the
purchase price.

      The Transaction will not affect the day-to-day  operations of the Funds or
of their portfolio  management  teams.  Laurence Freedman and Brian Sherman will
resign as Managing  Directors  of the Adviser and as  Directors  of the Manager.
Richard  Fabricius  of  Aberdeen  will be  transferred  to  Sydney  and  will be
appointed a Director of EL and the  Adviser.  These  changes are not expected to
have a  material  effect on the Funds or the  Manager  or the  Adviser.  Messrs.
Freedman and Sherman are  expected to continue as officers and  Directors of the
Funds. As noted earlier,  the investment  objective of each Fund will remain the
same,  and  the  transaction  will  have  no  effect  on the  number  of  shares
outstanding  or the net asset value of the Funds.  The  management  and advisory
fees and  expenses  paid by the  Funds  will  not  increase  as a result  of the
Transaction.

      Consummation of the Transaction  would constitute an "assignment," as that
term is defined in the 1940 Act, of each Fund's Current Agreements.  As required
by the 1940 Act, each Current Agreement  provides for its automatic  termination
in the event of its assignment. In anticipation of the Transaction, shareholders
of each Fund must approve the New  Agreements  to permit the Manager and Adviser
to  continue to provide  services  to the Funds.  Copies of the forms of the New
Agreements  are attached  hereto as Exhibit A - F. EACH NEW AGREEMENT FOR A FUND
IS THE SAME IN EVERY MATERIAL RESPECT AS THE FUND'S CURRENT  AGREEMENTS,  EXCEPT
FOR  THE  NEW  INITIAL  TWO-YEAR  TERMS  AND  THE  EFFECTIVE  DATES  OF THE  NEW
AGREEMENTS.

      The material terms of the Current and New  Agreements are described  under
"Description of the Current and New Agreements" below.

BOARDS OF DIRECTORS' RECOMMENDATION

      On October 10, 2000,  the Boards of Directors of the Funds,  including the
directors  who are not  "interested  persons" (as defined under the 1940 Act) of
the Funds, Aberdeen or EquitiLink ("Non-interested Directors"), voted to approve
the  New  Agreements  for  each  Fund  and to  recommend  its  approval  to Fund
shareholders.

      For information  about the Board's  deliberations  and the reasons for its
recommendation, please see "Board of Directors Evaluation" below.

      THE BOARD OF DIRECTORS OF EACH FUND  RECOMMENDS  THAT  SHAREHOLDERS OF THE
FUND VOTE IN FAVOR OF THE APPROVAL OF THE NEW AGREEMENTS.

BOARD OF DIRECTORS' EVALUATION

      At a  telephonic  meeting  of  the  Boards  held  on  September  7,  2000,
representatives of EquitiLink  described the proposed  Transaction to the Boards
and the  anticipated  effect and benefits for the Funds and their  shareholders.
The Boards appointed a Due Diligence Committee ("Committee"),  including members
of each Fund's Board,  to  investigate  the  Transaction in detail and provide a
report to the Boards.  The Committee held  telephonic  meetings on September 10,
and September 26, 2000, at which information about the Transaction  developed in
advance of the meeting and  distributed to the Committee was  discussed.  At the
direction  of the  Committee,  Fund  counsel and a  Committee  member met on two
separate  occasions  with  Aberdeen  representatives  in the  United  Kingdom to
discuss matters of particular  concern to the Committee.  Additionally,  a board
member met with an Aberdeen representative in Sydney, and Mr. Richard Fabricius,
the Aberdeen  representative  who will be transferred  to Sydney,  met with Fund
representatives in the United States.  Finally, a video conference on October 2,
2000,   that   included   Committee   members,   Fund   counsel   and   Aberdeen
representatives,  provided an  opportunity  for further  discussion of important
issues.   Thereafter,   the   Committee   prepared  a  report   concerning   its
investigations which was distributed to the full Boards.

      At an  in-person  meeting  of the  Boards  held on October  10,  2000,  in
addition to the Committee  report,  the Boards were  provided  with  information
concerning  the  Transaction  and the New  Agreements  and were  informed of the
standards  they  should  apply  in  determining   whether  to  approve  the  New
Agreements.  The additional  information  provided by the Manager and Adviser to
the Boards included a description of the Transaction and a discussion of how the
Transaction would affect the ability of the Manager and Adviser to perform their
duties  as set  forth  in the  New  Agreements.  The  Board  was  also  provided
information  comparing the fees to be charged under the New Agreement with those
paid by comparable funds.

      The Boards, including the Non-Interested Directors,  considered all of the
information  presented at the October 10, 2000 meeting  concerning  the terms of
the Transaction  and the effect the Transaction  would likely have on the duties
of the Manager and Adviser to each Fund under the New Agreements.

      In the course of these  discussions,  the Manager and Adviser  advised the
Non-Interested  Directors  that they did not expect that the  Transaction  would
have a material effect on the operations of the Funds or their shareholders. The
Manager and Adviser  also noted that the  Transaction  did not  contemplate  any
changes in the  operations  of any Funds.  The Manager  and Adviser  assured the
Boards that they would continue to provide the high quality of service they have
provided in the past. The Adviser and Manager  emphasized that the  Transaction,
if consummated,  would provide them with access to Aberdeen's expertise in Asian
securities and to Aberdeen's international investment management and operational
facilities.

      During the course of their  deliberations,  the  Non-Interested  Directors
considered  the  information  provided by the  Committee  and by the Manager and
Adviser.  The Boards also  considered a variety of other factors,  including the
effect that the  Transaction  may have on the ability of the Manager and Adviser
to perform  their  duties to each Fund  under the New  Agreements;  the  nature,
quality and extent of the services  furnished by the Manager and Adviser to each
Fund;  the  investment  record of the Manager and Adviser in managing each Fund;
comparative  data as to  investment  performance,  advisory fees and other fees,
including expense ratios; possible benefits to the Manager and Adviser and their
affiliates  from their  services to the Funds;  the  financial  resources of the
Manager  and  Adviser  before and after the  Transaction;  and the  presence  of
appropriate  incentives  to assure that the Manager and Adviser will continue to
furnish high quality services to the Fund and that current investment management
personnel will be retained.

      In addition to the foregoing factors,  the  Non-Interested  Directors gave
careful  consideration to the likely impact of the Transaction on the EquitiLink
organization.  In this regard, the Non-Interested  Directors  considered,  among
other things,  the structure of the Transaction,  whether there were appropriate
assurances  that Fund fees and  expenses  would not be  increased,  directly  or
indirectly,   the  anticipated   effects  of  the  Transaction  on  EquitiLink's
continuing  financial  strength and on the  effectiveness  of the  Manager's and
Adviser's operations. They considered evidence regarding Aberdeen's business and
performance  history and also  information  regarding  Aberdeen's  treatment  of
acquired entities. It noted that Aberdeen had built its business both internally
and through acquisitions.  The Board was informed that Aberdeen's acquisition of
EquitiLink  was  consistent  with  Aberdeen's   long-term  growth  strategy  for
expansion  into  Australia  and to  broaden  its U.S.  presence.  It  considered
information  bearing on the seriousness of Aberdeen's  continued support for the
Funds, noting  consistencies  between the investment  philosophy of Aberdeen and
EquitiLink as well as Aberdeen's  experience  with  closed-end  funds and issues
related to that type of fund. In particular,  they noted  Aberdeen's  assurances
that  attention  would be paid to measures to support  each Fund's  share price.
They also received  assurances  from Aberdeen that the Auction Market  Preferred
Stock  ("AMPS") of The First  Australia  Prime Income  Fund,  Inc. and The First
Commonwealth  Fund,  Inc.  would  continue  to be  monitored  and that while the
Manager and Adviser would make  recommendations to the respective Funds' Boards,
any decisions regarding the AMPS would be left to the Boards.

      Based on the foregoing,  the Non-Interested  Directors  concluded that the
Transaction should cause no reduction in the quality of services provided to the
Funds and that certain benefits might flow to the Funds.  Thus, the Directors of
each Fund, including the Non-Interested Directors, approved the New Agreements.

      The Board was advised that EquitiLink  intends to rely on Section 15(f) of
the 1940 Act,  which  provides a  non-exclusive  safe  harbor for an  investment
adviser to an investment company or any of the investment  adviser's  affiliated
persons  (as  defined  under the 1940 Act) to  receive  any amount or benefit in
connection  with a change in  control of the  investment  adviser so long as two
conditions are met. First, for a period of three years after the transaction, at
least 75% of the board members of the investment company must not be "interested
persons"  of the  investment  company's  investment  adviser or its  predecessor
adviser. On or prior to the consummation of the Transaction, each Board would be
in compliance with this provision of Section 15(f).  Second,  an "unfair burden"
must not be imposed upon the investment  company as a result of such transaction
or any  express  or  implied  terms,  conditions  or  understandings  applicable
thereto.  The term  "unfair  burden" is defined in Section  15(f) to include any
arrangement  during  the two year  period  after  the  transaction  whereby  the
investment adviser, or any interested person of any such adviser, receives or is
entitled  to  receive  any  compensation,   directly  or  indirectly,  from  the
investment company or its shareholders (other than fees for bona fide investment
advisory or other  services) or from any person in connection  with the purchase
or sale of securities or other  property to, from or on behalf of the investment
company (other than bona fide ordinary compensation as principal underwriter for
such investment  company).  No such compensation  agreements are contemplated in
connection with the Transaction.

      EquitiLink and Aberdeen have  undertaken to pay the costs of preparing and
distributing  proxy  materials  to, and of holding  the  Meeting  of, the Funds'
shareholders  as  well as  other  fees  and  expenses  in  connection  with  the
Transaction, including the fees and expenses of legal counsel to the Funds.

DESCRIPTION OF THE CURRENT AND NEW AGREEMENTS

      The Advisory and Management  Agreements for The First Australia Fund, Inc.
and the Management  Agreement for The First  Australia  Prime Income Fund,  Inc.
were last submitted to shareholders at a meeting held on March 15, 1990. At that
meeting   shareholders  were  asked  to  approve  the  Advisory  and  Management
Agreements in order to restructure the then-existing contractual arrangements to
better  reflect the  business  relationships  among the  parties.  The  Advisory
Agreement for The First  Australia Prime Income Fund, Inc. was last submitted to
shareholders  at a meeting held on March 15, 1993. At that meeting  shareholders
were asked to approve amendments to the agreement in order to scale back the fee
paid by the Adviser to the Manager with respect to Fund assets in excess of $1.2
billion. The Advisory and Management Agreements for The First Commonwealth Fund,
Inc. were last  submitted to  shareholders  at a meeting held March 15, 1993. At
that meeting  shareholders  were asked to initially approve the Advisory and the
Management Agreements.

      The following  discussion is qualified in its entirety by reference to the
forms of the New Agreements provided in Exhibits A-F.

      Each New  Agreement  for a Fund is  substantially  the same as the Current
Agreement  for that Fund,  except  for the new  initial  two-year  terms and the
effective dates of the New Agreements.

      The Management Agreements

      Each Management Agreement provides that the Manager will manage the Fund's
investments  and make  investment  decisions for the Fund in accordance with the
Fund's  investment  objective,  policies and limitations.  The Manager will also
select  brokers and dealers to effect each Fund's  portfolio  transactions.  The
Management  Agreement  authorizes  the Manager,  at its own  expense,  to retain
others to assist in  performing  its  obligations,  subject to  compliance  with
applicable legal requirements.

      The  Manager  agrees  to  pay  the  salaries  and  expenses  of all of its
personnel  and all  expenses  incurred by it arising out of its duties under the
Management  Agreement.  Each Fund bears its own  expenses,  as  specified in the
Agreement. In addition, certain expenses incurred by the Manager's employees who
serve as officers and  directors of a Fund may be  reimbursed by that Fund under
the Fund's policy governing  reimbursement of Fund-related  expenses.  In return
for the  services  provided  by the  Manager to each Fund,  and the  expenses it
assumes under the  Management  Agreement,  the Funds pay the Manager fees at the
following annual rates,  computed on the basis of each Fund's net asset value at
the end of each week and payable at the end of each calendar month (first day of
each calendar month for The First Commonwealth Fund, Inc.):

      The First  Australia  Fund, Inc. -- 1.10% of net assets up to $50 million;
0.90% of net assets  between  $50  million  and $100  million;  and 0.70% of net
assets in excess of $100 million.

      The First Australia Prime Income Fund, Inc. -- 0.65% of net assets related
to both common and preferred shares up to $200 million; 0.60% of such net assets
between $200  million and $500  million;  0.55% of such net assets  between $500
million and $900 million;  and 0.50% of such net assets between $900 million and
$1,750 million and 0.45% of such assets in excess of $1,750 million.

      The First  Commonwealth  Fund, Inc. -- 0.65% of net assets related to both
common and preferred shares up to $200 million; 0.60% of net assets between $200
million and $500 million; and 0.55% of assets in excess of $500 million.

      Each  Management  Agreement  has  an  initial  term  of  two  years,  with
continuation  thereafter  subject  to  yearly  approval  by the  Board  or  Fund
shareholders,  as  well  as by the  Non-Interested  Directors.  Each  Management
Agreement may be terminated at any time, without payment of penalty, on 60 days'
written  notice  by the  Board  or by  vote  of  holders  of a  majority  of the
outstanding  voting  securities  of the Fund,  or by the  Manager  upon 90 days'
written  notice.  The  Agreement  automatically  terminates  in the event of its
assignment (as defined in the 1940 Act).

      Each Management  Agreement provides that the Manager is not liable for any
error of judgment or any loss suffered by the Fund,  in connection  with matters
to which the Agreement relates, except a loss resulting from breach of fiduciary
duty with respect to the receipt of  compensation  (subject to applicable  legal
limits)  or a loss  resulting  from  willful  misfeasance,  bad  faith  or gross
negligence on the part of the Manager in the  performance  of its duties or from
reckless  disregard  by the  Manager of its  obligations  and  duties  under the
Management Agreement.

      Each Management Agreement provides that the Manager and its affiliates may
provide  similar  services  to other  funds and  clients and may engage in other
activities.  It also provides that investment  opportunities  shall be allocated
among the particular Fund and other clients in a fair and equitable manner.

      The Management  Agreement for The First  Commonwealth,  Inc. provides that
the Fund may, on 60 days' notice, limit the scope of the Manager's engagement to
managing only  investments  denominated in stipulated  currencies,  and that the
Manager's fees under the Management  Agreement would be with respect to only the
assets under its Management.

      During  the fiscal  year  ended  October  31,  1999,  the fees paid to the
Manager by each Fund under its Current  Management  Agreement  amounted  to: The
First  Australia  Fund,  Inc., US$ 1,402,955;  The First  Australia Prime Income
Fund, Inc., US$ 12,366,523; and The First Commonwealth Fund, Inc., US$ 972,558.

      The Advisory Agreements

      The Advisory  Agreements for The First  Australia Fund, Inc. and The First
Australia  Prime  Income  Fund,  Inc.  each  provide  that the Adviser will make
recommendations  to  the  Manager  as to  specific  portfolio  securities  to be
purchased, retained or sold by the Fund and that the Adviser will obtain related
research and statistical  data. In the case of The First  Australia Fund,  Inc.,
the  Adviser's   recommendations  are  limited  to  securities   denominated  in
Australian or New Zealand dollars.

      For these  services,  the Adviser  receives  the  following  fees from the
Manager,  calculated  on the basis of the Fund's  assets at the end of each week
and paid at the end of each calendar month:

      The  First  Australia  Fund,  Inc.  -- 0.30% of such net  assets up to $50
million;  0.25% of such net assets  between $50 million  and $100  million;  and
0.15% of such net assets in excess of $100 million.

      The First  Australia  Prime Income Fund,  Inc. -- 0.25% of such net assets
(including both common and preferred stock) up to $1.2 billion and 0.20% of such
assets in excess of $1.2 billion.

      The Advisory  Agreement for The First  Commonwealth  Fund,  Inc.  provides
that,  to  the  extent   requested  by  the  Manager,   the  Adviser  will  make
recommendations  as to the overall structure of the Fund's portfolio,  including
asset  allocation  and  general  investment  strategy  in  light  of the  Fund's
investment  objective.  For this portion of the Adviser's services,  the Manager
pays the  Adviser  fees at an  annual  rate of 0.15% of the  Fund's  net  assets
related to both common and preferred  shares at the end of each week and payable
on the first business day of each calendar  month.  The Advisory  Agreement also
provides  that,  to the extent  requested by the Manager,  the Adviser will make
recommendations   regarding  specific  portfolio  securities  to  be  purchased,
retained or sold by the Fund, and will provide related  research and statistical
data. For these services, the Manager pays the Adviser fees at an annual rate of
up to  0.10% of the  Fund's  average  net  assets  related  to both  common  and
preferred  shares at the end of each week and payable on the first  business day
of each calendar month. These fees may be reduced to the extent the Manager pays
other entities for such services.

      The Advisory Agreements for each Fund also provide that the Adviser agrees
to pay the  salaries  and  expenses  of all of its  personnel  and all  expenses
incurred by it arising out of its duties under the agreement.  However,  certain
expenses incurred by the Adviser's employees who serve as officers and directors
of a Fund may be  reimbursed  by that Fund  under the  Fund's  policy  governing
reimbursement of Fund-related expenses.

      During  the fiscal  year  ended  October  31,  1999,  the fees paid to the
Adviser  by the  Manager in  respect  of each Fund  under its  Current  Advisory
Agreement  amounted to: The First Australia Fund,  Inc., US$ 363,548;  The First
Australia  Prime Income Fund,  Inc., US$ 5,352,389;  and The First  Commonwealth
Fund, Inc., US$ 360,358.

      The   provisions   of  the  Advisory   Agreements   regarding   liability,
non-exclusivity of services,  allocation of investment  opportunities,  duration
and termination are comparable to those of the Management Agreements.

      In  the  event  the  shareholders  of the  Fund  do not  approve  the  New
Agreements,  Aberdeen may terminate the Transaction  and the Current  Agreements
will  remain in full force and effect  until such time as the Board,  subject to
applicable  law determines  that some other course of action is appropriate  for
the Funds and their shareholders.

INVESTMENT MANAGER AND ADVISER

      The Manager,  a Jersey,  Channel Islands  corporation,  was established in
October 1985, and the Adviser,  a New South Wales,  Australia  corporation,  was
established  in April 1981.  The principal  source of income to both the Manager
and  the  Adviser  is  professional  fees  received  from  providing  continuing
investment  advice.  The Manager and Adviser  provide  investment  advice to the
Funds and to certain other funds that are not registered in the United States.

      Laurence  Freedman and Brian Sherman are joint  Managing  Directors of the
Adviser,  Directors  of the Manager,  as well as  directors  and officers of the
Funds.  Each of them will  resign as  Managing  Directors  of the Adviser and as
directors  of the  Manager,  but each is expected to continue  his  positions as
officer and director of the Funds.

      The ultimate  beneficial  owners of  approximately  85% of EquitiLink  are
interests  associated  with Laurence  Freedman and Brian Sherman;  associates of
Laurence Freedman and Brian Sherman hold the remaining 15%.

ADMINISTRATOR

      The  Administrator  for The  First  Australia  Fund,  Inc.  and The  First
Australia Prime Income Fund, Inc. is Prudential Investments Fund Management LLC:
Gateway Center 3, 100 Mulberry Street, Newark, NJ 07102, (800) 451-6788.

      The  Administrator  for The First  Commonwealth  Fund,  Inc. is  Princeton
Administrators LLP: 500 College Road East, Princeton, NJ 08540, (800) 543-6217.

REQUIRED VOTE

      Approval of the proposal  requires the affirmative  vote of a "majority of
the  outstanding  voting  securities  of each  Fund," as defined  herein on page
[___]. THE BOARDS OF DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE
IN FAVOR OF THE PROPOSAL.



                             ADDITIONAL INFORMATION

GENERAL

      The  cost  of  preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying  notice  and  Proxy  Statement  and all  other  costs  incurred  in
connection  with  the   solicitation   of  proxies,   including  any  additional
solicitation made by letter, telephone or telegraph,  will be paid by EquitiLink
and Aberdeen.  In addition to solicitation  by mailing of this proxy  statement,
Innisfree  M&A   Incorporated   ("Innisfree")   is  engaged  to  assist  in  the
solicitation of proxies. As the meeting date approaches, certain shareholders of
the Funds may receive a phone call from an  Innisfree  representative  if a Fund
has not yet  received  their  vote.  Innisfree  may  obtain  authorization  from
shareholders by telephonic or electronically transmitted instructions to execute
proxies  on their  behalf.  Proxies  that are  obtained  telephonically  will be
recorded in accordance  with the procedures  set forth below.  Management of the
Funds believes that these procedures are reasonably  designed to ensure that the
identity of the shareholder  casting the vote is accurately  determined and that
the voting instructions of the shareholder are accurately determined.

      If the shareholder wishes to participate in the Meeting, but does not wish
to give his or her  proxy,  the  shareholder  may still  submit  the proxy  card
originally sent with the Proxy Statement or attend in person. Any proxy given by
a shareholder,  whether in writing or by telephone,  is revocable. A shareholder
may  revoke  the  accompanying  proxy  or  a  proxy  given  telephonically,   or
electronically  at any time  prior to its use by filing  with the Fund a written
revocation  or duly  executed  proxy  bearing a later  date.  In  addition,  any
shareholder who attends the Meeting in person may vote by ballot at the Meeting,
thereby canceling any proxy previously given.

Beneficial Ownership. To the best of the Funds' knowledge, based on filings made
with the  Securities and Exchange  Commission,  the following  shareholders  are
beneficial  holders of 5% or more of that particular Fund's  outstanding  voting
securities, as of September 30, 2000:
<PAGE>

                         The First Australia Fund, Inc.


                                                  Percentage of
   Name and Address of     Number of Shares       Shares
     Beneficial Owner      Beneficially Owned     Beneficially Owned
   -------------------     ------------------     ------------------

Laurence S. Freedman*           2,750,461             16.00%
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia

Brian M. Sherman*               2,750,461             16.00%
Level 3
190 George Street
Sydney, N.S.W 2000
Australia

EquitiLink Limited*             1,068,950              6.22%
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia

EquitiLink U.S.A*               1,624,627             9.45%
45 Broadway, 31st Floor
New York, NY  10006

Mira, L.P.+                     2,714,500            15.79%
One Chase Manhattan Plaza
42nd Floor
New York, NY  07102-4007

Zurich Capital Markets,
Inc.+
One Chase Manhattan Plaza
42nd Floor
New York, NY  07102-4007

________________________

      *     As controlling  shareholders  of the Manager,  Messrs.  Freedman and
            Sherman share voting and investing power for 2,750,461 shares of the
            Fund owned by the Manager, EquitiLink Limited, and EquitiLink USA.

      +     Both entities share both voting and dispositive power.
<PAGE>

                        The First Commonwealth Fund, Inc.


                                                   Percentage of
   Name and Address of     Number of Shares        Shares
     Beneficial Owner      Beneficially Owned      Beneficially Owned
   -------------------     ------------------      ------------------

First Union Capital             1,319,395             5.22%
Management Group
One First Union Center
Charlotte, NC  28288-0137


      The First  Australia  Prime Income  Fund,  Inc.  does not have  beneficial
holders of 5% or more of its outstanding voting securities,  as of September 30,
2000.

      The  table  below  sets  forth the  number  of  shares of each Fund  owned
directly or beneficially by the directors and executive Officers of that Fund as
of  September  30,  2000  and  the  percentage  of the  Fund  that  this  amount
represents.  (Directors  who do not own any shares  have been  omitted  from the
table.)


                         The First Australia Fund, Inc.


                                   Shares of Common
                                   Stock Beneficially
                                   Owned and % of Total
 Name of Directors and Executive   Outstanding on
             Officers              September 30, 2000 (1)
--------------------------------   ----------------------

Anthony E. Aaronson++                      1,500
116 South Anita Avenue
Los Angeles, CA  90049


David Lindsay Elsum, A.M. +                2,000
9 May Grove
South Yarra, Victoria 3141
Australia

Laurence S. Freedman *                   2,750,461
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia

Michael R. Horsburgh                       2,000
Suite 2213, Kyobo Building
1, 1-ka, Chongro, Chongro-ku
Seoul 110-714
South Korea

Harry A. Jacobs, Jr. *                     3,979
One New York Plaza
New York, NY  10292

Howard A. Knight                           2,500
36 Ives Street
London SW3 2ND
United Kingdom

Richard H. McCoy++*                        1,000
P.O. Box 1
Toronto Dominion Centre
Toronto, Ontario
M5K 1A2 Canada

Neville J. Miles +                         2,000
23 Regent Street
Paddington, N.S.W. 2021
Australia

William J. Potter  +                       1,000
236 West 27th Street
New York, NY  10001

Peter D. Sacks                              250
33 Yonge Street, Suite 706
Toronto, Ontario M5E 1GE
Canada

John T. Sheehy++                           5,000
235 Montgomery Street, Suite 300
San Francisco, CA  94104

Brian M. Sherman *                       2,750,461
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia



                The First Australia Prime Income Fund, Inc.


                                      Shares of Common
                                     Stock Beneficially
                                    Owned and % of Total
 Name of Directors and Executive       Outstanding on
            Officers                September 30, 2000 (2)
--------------------------------    ----------------------

Anthony E. Aaronson++                      500
116 South Anita Avenue
Los Angeles, CA  90049

David Lindsay Elsum, A.M. +               1,000
9 May Grove
South Yarra, Victoria 3141
Australia

Laurence S. Freedman *                   88,139
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia

Harry A. Jacobs, Jr. * [o]               11,136
One New York Plaza
New York, NY  10292

William J. Potter  +                       236
236 West 27th Street
New York, NY  10001

Peter D. Sacks++                           250
33 Yonge Street, Suite 706
Toronto, Ontario M5E 1GE
Canada

Brian M. Sherman *                       88,139
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia



                        The First Commonwealth Fund, Inc.


                                       Shares of Common
                                       Stock Beneficially
                                       Owned and % of
   Name of Directors and Executive     Total Outstanding
               Officers                on September 30, 2000 (3)
   -------------------------------     -------------------------

David Lindsay Elsum, A.M. +                    650
9 May Grove
South Yarra, Victoria 3141
Australia

Laurence S. Freedman *                       417,534
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia

Michael Gleeson-White, A.O.                   1,000
9A Wellington Street
Woollahra, N.S.W. 2025
Australia

Peter D. Sacks +                               250
33 Yonge Street, Suite 706
Toronto, Ontario M5E 1GE
Canada

E. Duff Scott++                               5,000
70 University Avenue
Toronto, Ontario M4N 3J6
Canada

Brian M. Sherman *                           417,534
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia

Warren C. Smith                               6,800
1002 Sherbrooke Street West
Suite 1600
Montreal, Quebec
Canada  H3A 3L6

____________________

      1     As controlling  shareholders  of the Manager,  Messrs.  Freedman and
            Sherman share voting and investing power for 2,750,461 shares of the
            Fund owned by the Manager,  EquitiLink Limited,  and EquitiLink USA.
            With the  exception  of those  2,750,461  shares,  which  constitute
            approximately  16.00%  of the  outstanding  shares of the Fund as of
            September  30, 2000,  all shares listed in this table are owned with
            sole voting and investment  power. In the aggregate,  all the shares
            in the table  represent  approximately  16.10%  of the total  shares
            outstanding  as of  September  30, 2000.  Excluding  shares owned by
            Messrs. Freedman and Sherman, the directors of the Fund, as a group,
            own  approximately  0.09%  of the  total  shares  outstanding  as of
            September 30, 2000.

      2     As controlling  shareholders  of the Manager,  Messrs.  Freedman and
            Sherman share voting and  investment  power for 88,139 shares of the
            Fund's  common  stock owned by the  Manager.  With the  exception of
            those 88,139 shares, which constitute .03% of the outstanding shares
            of common  stock of the Fund,  all  shares  listed in this table are
            owned with sole voting and investment  power. In the aggregate,  all
            the shares in the table  represent  approximately  .04% of the total
            shares of common stock outstanding as of September 30, 2000.

      3     As controlling  shareholders of the Manager and EquitiLink  Limited,
            Messrs.  Freedman and Sherman share voting and investment  power for
            417,534  shares of the Fund's  common  stock  owned by the  Manager,
            EquitiLink  Limited and  EquitiLink  USA, Inc. With the exception of
            those 417,534 shares,  which constituted  approximately 4.50% of the
            outstanding  shares of common stock of the Fund as of September  30,
            2000,  all shares  listed in this table were owned with sole  voting
            and investment  power.  In the  aggregate,  all of the shares in the
            table represented  approximately 4.60% of the total shares of common
            stock  outstanding  as of September  30, 2000.  Excluding the shares
            owned by Messrs.  Freedman  and Sherman,  the  directors of the Fund
            representing the common stock, as a group, owned approximately 0.10%
            of the total shares of common stock  outstanding as of September 30,
            2000.

      *     Directors  considered  by the Fund and its counsel to be persons who
            are  "interested  persons" (which as used in this Proxy Statement is
            as defined in the  Investment  Company Act of 1940,  as amended (the
            "1940  Act")) of the Fund or of the  Fund's  investment  manager  or
            investment adviser.  Mr. Jacobs is deemed to be an interested person
            of the Fund because of his affiliation  with  Prudential  Securities
            Incorporated,   a  broker-dealer  registered  under  the  Securities
            Exchange Act of 1934 (the "1934 Act").  Mr. McCoy is deemed to be an
            interested  person of the Fund  because of his  affiliation  with TD
            Securities,  Inc.,  which has an affiliate  that is a  broker-dealer
            registered  under the 1934 Act.  Messrs.  Freedman  and  Sherman are
            deemed to be interested  persons because of their  affiliation  with
            the Fund's  investment  manager and investment  adviser,  or because
            they are officers of the Fund or both.

      +     A member of the Contract Review Committee.

     ++     A member of the Audit Committee.

      o     Harry A. Jacobs,  Jr.'s 11,136 shares are held in two Trusts for the
            benefit  of  his  children.  Mr.  Jacobs  disclaims  any  beneficial
            interest with respect to these shares.

      +     No other  director or  executive  officer  owns 1% or greater of the
            outstanding shares of the Funds.

      ++    No director or executive officer of The First Australia Prime Income
            Fund, Inc. or The First  Commonwealth  Fund, Inc., own any preferred
            stock.

      +++   The  information  provided  as of  September  30,  2000 is  based on
            statements furnished to the Funds by the directors and officers.


Proposals of Shareholders

      The deadline for the  shareholders  of The First  Australia Fund, Inc. for
submitting proposals to be included with the Fund's proxy materials for the 2001
Annual  Meeting of  Shareholders  of the Fund was August 25, 2000.  Shareholders
wishing to present  proposals at the 2001 Annual Meeting of  Shareholders of the
Fund which  would not be  included  in the Fund's  proxy  materials  should send
written  notice of such  proposals to the  Secretary of the Fund by December 22,
2000,  but no earlier  than  November 22, 2000,  in the form  prescribed  in the
Fund's By-Laws.

      The  deadline for the  shareholders  of The First  Australia  Prime Income
Fund,  Inc.  for  submitting  proposals  to be  included  with the Fund's  proxy
materials for the 2001 Annual Meeting of  Shareholders of the Fund was September
1, 2000. Shareholders wishing to present proposals at the 2001 Annual Meeting of
Shareholders  of the Fund  which  would  not be  included  in the  Fund's  proxy
materials  should send written  notice of such proposals to the Secretary of the
Fund by December 22, 2000,  but no earlier than  November 22, 2000,  in the form
prescribed in the Fund's By-Laws.

      The deadline for the shareholders of The First Commonwealth Fund, Inc. for
submitting proposals to be included with the Fund's proxy materials for the 2001
Annual  Meeting of  Shareholders  of the Fund is October 28, 2000.  Shareholders
wishing to present  proposals at the 2001 Annual Meeting of  Shareholders of the
Fund which  would not be  included  in the Fund's  proxy  materials  should send
written  notice of such  proposals to the  Secretary of the Fund by December 22,
2000,  but no earlier  than  November 22, 2000,  in the form  prescribed  in the
Fund's By-Laws.

      PLEASE TAKE A FEW MOMENTS TO COMPLETE YOUR PROXY  PROMPTLY.  YOU MAY DO SO
BY MAILING THE PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED.

                                    By order of the Boards of Directors,

                                    [SIGNATURE]

                                    Roy M. Randall, Secretary
                                    The First Australia Fund, Inc.
                                    The First Australia Prime Income Fund, Inc.
                                    The First Commonwealth Fund, Inc.

<PAGE>

                                                                       EXHIBIT A




                         THE FIRST AUSTRALIA FUND, INC.

                              MANAGEMENT AGREEMENT

            AGREEMENT  executed  this  [_____] day of  [_______________,  2000],
First Australia Fund, Inc. (the "Fund"), a Maryland corporation registered under
the  Investment  Company  Act  of  1940  Act"),  and  EquitiLink   International
Management  Limited,  a Jersey  Channel  Islands  corporation  (the  "Investment
Manager").

            WHEREAS, the Fund is a closed-end management investment company; and

            WHEREAS, the Fund engages in the business of investing its assets in
the  manner  and  in  accordance  with  its  stated  investment   objective  and
restrictions;

            NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

            1.        Obligations.
                      ------------

            1.1 The  Investment  Manager will  manage,  in  accordance  with the
Fund's stated investment objective,  policies and limitations and subject to the
supervision of the Fund's Board of Directors,  the Fund's  investments  and will
make  investment  decisions on behalf of the Fund including the selection of and
placing of orders with brokers and dealers to execute portfolio  transactions on
behalf of the Fund.  The  Investment  Manager shall give the Fund the benefit of
the Investment  Manager's best judgment and efforts in rendering  services under
this Agreement.

            1.2 The Fund will pay the  Investment  Manager  a fee at the  annual
rate of 1.10% of the Fund's average  weekly net assets up to $50 million,  0.90%
of such assets  between $50 million and $100 million and 0.70% of such assets in
excess of $100 million,  computed  based upon net asset value at the end of each
week and payable at the end of each calendar month.

            1.3 In rendering the services  required  under this  Agreement,  the
Investment Manager may, at its expense, employ, consult or associate with itself
such person or persons as it believes necessary to assist it in carrying out its
obligations under this Agreement. However, the Investment Manager may not retain
any person or company  that would be an  "investment  adviser,"  as that term is
defined  in the  1940  Act,  to the Fund  unless  (i) the Fund is a party to the
contract  with such  person or company  and (ii) such  contract is approved by a
majority of the Fund's  Board of Directors  and a majority of Directors  who are
not  parties to any  agreement  or  contract  with such  company and who are not
"interested  persons," as defined in the 1940 Act, of the Fund,  the  Investment
Manager, or any such person or company retained by the Investment  Manager,  and
is approved by the vote of a majority of the  outstanding  voting  securities of
the Fund to the extent required by the 1940 Act.

            2. Expenses.  The Investment  Manager shall bear all expenses of its
employees,  except as provided in the following sentence,  and overhead incurred
in  connection  with its duties under this  Agreement and shall pay all salaries
and fees of the Fund's  Directors  and officers who are  interested  persons (as
defined in the 1940 Act) of the  Investment  Manager.  The Fund will bear all of
its own expenses, including: expenses of organizing the Fund; fees of the Fund's
Directors  who are not  interested  persons  (as defined in the 1940 Act) of any
other party;  out-of-pocket expenses for all Directors and officers of the Fund,
including expenses incurred by the Manager's  employees,  who serve as Directors
and officers of the Fund,  which may be  reimbursed by the Fund under the Fund's
policy  governing  reimbursement  of Fund-related  expenses;  and other expenses
incurred by the Fund in connection with meetings of Directors and  shareholders;
interest expense; taxes and governmental fees including any original issue taxes
or transfer taxes  applicable to the sale or delivery of shares or  certificates
therefor;  brokerage  commissions  and other  expenses  incurred in acquiring or
disposing of the Fund's  portfolio  securities;  expenses in connection with the
issuance, offering,  distribution,  sale or underwriting of securities issued by
the Fund; expenses of registering and qualifying the Fund's shares for sale with
the  Securities  and  Exchange  commission  and in various  states  and  foreign
jurisdictions;  auditing,  accounting,  insurance  and legal  costs;  custodian,
dividend   disbursing  and  transfer  agent   expenses;   and  the  expenses  of
shareholders'  meetings and of the preparation  and  distribution of proxies and
reports to shareholders.

            3.  Liability.  The  Investment  Manager shall not be liable for any
error of judgment or for any loss  suffered by the Fund in  connection  with the
matters to which this Agreement  relates,  except a loss resulting from a breach
of fiduciary duty with respect to receipt of compensation for services (in which
case any award of  damages  shall be  limited  to the  period and the amount set
forth in Section  36(b)(3)  of the 1940 Act) or a loss  resulting  from  willful
misfeasance, bad faith or gross negligence on its part in the performance of, or
from  reckless  disregard  by it of  its  obligations  and  duties  under,  this
Agreement.

            4. Services Not Exclusive. It is understood that the services of the
Investment Manager are not deemed to be exclusive, and nothing in this Agreement
shall prevent the Investment  Manager or any affiliate,  from providing  similar
services to other  investment  companies and other clients (whether or not their
investment  objectives  and  policies  are similar to those of the Fund) or from
engaging  in other  activities.  When other  clients of the  Investment  Manager
desire  to  purchase  or sell a  security  at the same  time  such  security  is
purchased or sold for the Fund, such purchases and sales will be allocated among
the Investment  Manager's clients,  including the Fund, in a manner that is fair
and equitable in the judgment of the  Investment  Manager in the exercise of its
fiduciary obligations to the Fund and to such other clients.

            5. Duration and  Termination.  This Agreement shall become effective
upon  shareholder  approval  thereof  as  required  under the 1940 Act and shall
continue  in effect  for two (2) years  from the date of its  execution.  If not
sooner  terminated,  this Agreement shall continue in effect with respect to the
Fund for successive periods of twelve months thereafter, provided that each such
continuance shall be specifically approved annually by the vote of a majority of
the  Fund's  Board  of  Directors  who are not  parties  to  this  Agreement  or
interested  persons  (as  defined  in the 1940 Act) of any such  party,  cast in
person at a meeting called for the purpose of voting on such approval and either
(a) the vote of a majority of the outstanding  voting securities of the Fund, or
(b)  the  vote  of  a  majority  of  the  Fund's   entire  Board  of  Directors.
Notwithstanding the foregoing,  this Agreement may be terminated with respect to
the  Fund at any  time,  without  the  payment  of any  penalty,  by a vote of a
majority  of the Fund's  Board of  Directors  or a majority  of the  outstanding
voting  securities of the Fund upon at least sixty (60) days' written  notice to
the Investment  Manager or by the  Investment  Manager upon at least ninety (90)
days' written notice to the Fund. This Agreement shall  automatically  terminate
in the event of its assignment (as defined in the 1940 Act).

            6.    Miscellaneous.
                  -------------

            6.1 This Agreement shall be construed in accordance with the laws of
the State of New York,  provided that nothing herein shall be construed as being
inconsistent with the 1940 Act and any rules, regulations and orders thereunder.

            6.2 The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.

            6.3 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be  affected  thereby  and, to that  extent,  the  provisions  of this
Agreement shall be deemed to be severable.

            6.4 Nothing herein shall be construed as constituting the Investment
Manager an agent of the Fund.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                    THE FIRST AUSTRALIA FUND, INC.


                                    BY:_____________________________
                                          Title:


                                    EQUITILINK INTERNATIONAL MANAGEMENT
                                     LIMITED


                                    BY:_____________________________
                                          Title:



<PAGE>

                                                                       EXHIBIT B

                         THE FIRST AUSTRALIA FUND, INC.

                               ADVISORY AGREEMENT

            AGREEMENT executed this [___] day of [______________________  2000],
among The First  Australia  Fund,  Inc.  ( the  "Fund") a  Maryland  corporation
registered  under the  Investment  Company  Act of 1940 (the  "1940  Act"),  and
EquitiLink   International   Management  Limited,  a  Jersey,   Channel  islands
corporation (the "Investment Manager"),  and EquitiLink Australia Limited, a New
South Wales, Australia corporation (the "Investment Adviser").

            WHEREAS, the Fund is a closed-end management investment company;

            WHEREAS,   the  Fund  engages  in  the  business  of  investing  and
reinvesting  its  assets  in  the  manner  and in  accordance  with  its  stated
investment objectives and restrictions;

            WHEREAS,  the Fund has entered into a management  agreement with the
Investment  Manager  dated  [___________,  2000] (the  "Management  Agreement"),
pursuant to which the Investment  Manager will manage the Fund's investments and
will make  investment  decisions on behalf of the Fund for which the  Investment
Manager will receive a monthly fee from the Fund as specified in the  Management
Agreement;

            WHEREAS,  in connection  with rendering the services  required under
the Management Agreement,  the Investment Manager is permitted to retain, at its
expense  and in the manner  set forth in the  Management  Agreement,  investment
advisers  to assist it in  carrying  out its  obligations  to the Fund under the
Management Agreement;

            WHEREAS,  the  Investment  Manager  wishes to retain the  Investment
Adviser  to assist it in  carrying  out its  obligations  to the Fund  under the
Management  Agreement,  and the  Investment  Adviser is willing to furnish  such
assistance to the Investment  Manager, in connection with the services specified
below with regard to the Fund; and

            WHEREAS,  the Fund hereby appoints the Investment Adviser to provide
the investment advisory services specified below with regard to the Fund and the
Investment Adviser hereby accepts such appointment;

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
covenants herein contained, the parties agree as follows:

            1.    Investment Adviser.
                  ------------------

                  1.1 The Investment  Adviser will make  recommendations  to the
Investment Manager as to specific portfolio securities, which are denominated in
Australian or New-Zealand dollars, to be purchased, retained or sold by the Fund
and  will  provide  or  obtain  such  research  and  statistical  data as may be
necessary  in  connection  therewith.  The  Investment  Adviser  shall  give the
Investment  Manager (and the Fund) the benefit of the Investment  Adviser's best
judgment and efforts in rendering services under this Agreement.

                  1.2 The Investment  Manager will pay the Investment  Adviser a
fee computed at the annual rate of 0.30% of the Fund's average weekly net assets
up to $50 million, 0.25% of such assets between $50 million and $100 million and
0.15% of such assets in excess of $100 million based upon net asset value at the
end of each week and payable at the end of each calendar month.

            2. Expenses.  The Investment  Adviser shall bear all expenses of its
respective  employees,  except  certain  expenses  incurred  by  the  Investment
Advister's  employees  who serve as officers and directors of the Fund which are
reimbursed  by the Fund  under the  Fund's  policy  governing  reimbursement  of
Fund-related  expenses.  The Investment Adviser shall bear all overhead incurred
in  connection  with its duties under this  Agreement and shall pay all salaries
and fees of the Fund's  directors  and officers who are  interested  persons (as
defined in the 1940 Act) of the  Investment  Adviser but who are not  interested
persons of the Investment Manager.

            3.  Liability.  Neither the  Investment  Manager nor the  Investment
Adviser  shall be liable for any error of judgment  or for any loss  suffered by
the Fund in connection with the matters to which this Agreement relates,  except
a loss  resulting  from a breach of  fiduciary  duty with  respect to receipt of
compensation  for services (in which case any award of damages  shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a
loss resulting from willful  misfeasance,  bad faith or gross  negligence on the
part of the Investment Manager or the Investment Adviser, as appropriate, in the
performance  of,  or from  reckless  disregard  by such  party  of such  party's
obligations and duties under, this Agreement.

            4. Services Not Exclusive. It is understood that the services of the
Investment  Manager and the  Investment  Adviser are not deemed to be exclusive,
and  nothing in this  Agreement  shall  prevent  the  Investment  Manager or the
Investment  Adviser,  or any affiliate of either of them, from providing similar
services to other  investment  companies and other clients (whether or not their
investment  objectives  and  policies  are similar to those of the Fund) or from
engaging in other  activities.  When other clients of the Investment  Manager or
the  Investment  Adviser  desire to purchase or sell a security at the same time
such security is purchased or sold for the Fund,  such  purchases and sales will
be allocated among the clients of each in a manner that is fair and equitable in
the  judgment  of the  Investment  Manager  and the  Investment  Adviser  in the
exercise of their fiduciary obligations to the Fund and to such other clients.

            5.  Duration and  Termination.  This  Agreement  is  effective  upon
shareholder  approval  thereof as required under the 1940 Act and shall continue
in  effect  for two (2)  years  from the date of its  execution.  If not  sooner
terminated, this Agreement shall continue in effect with respect to the Fund for
successive  periods  of  twelve  months  thereafter,  provided  that  each  such
continuance shall be specifically approved annually by the vote of a majority of
the  Fund's  Board  of  Directors  who are not  parties  to  this  Agreement  or
interested  persons  (as  defined  in the 1940 Act) of any such  party,  cast in
person at a meeting called for the purpose of voting on such approval and either
(a) the vote of a majority of the outstanding  voting securities of the Fund, or
(b)  the  vote  of  a  majority  of  the  Fund's   entire  Board  of  Directors.
Notwithstanding the foregoing,  this Agreement may be terminated with respect to
the  Fund at any  time,  without  the  payment  of any  penalty,  by a vote of a
majority  of the Fund's  Board of  Directors  or a majority  of the  outstanding
voting  securities of the Fund upon at least sixty (60) days' written  notice to
the Investment Manager and the Investment  Adviser,  or by either the Investment
Manager or Investment  Adviser upon at least ninety (90) days' written notice to
the  Fund  and the  other  party  but any  such  termination  shall  not  affect
continuance of this Agreement as to the remaining parties.  This Agreement shall
automatically  terminate  as to any  party in the  event of its  assignment  (as
defined in the 1940 Act).

            6.    Miscellaneous.

                  6.1. This Agreement  shall be construed in accordance with the
laws of the State of New York,  provided that nothing  herein shall be construed
as being  inconsistent  with the 1940 Act and any rules,  regulations and orders
thereunder.

                  6.2.  The  captions  in  this   Agreement   are  included  for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

                  6.3. If any provision of this Agreement  shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement shall not be affected  thereby and, to that extent,  the provisions of
this Agreement shall be deemed to be severable.

                  6.4.  Nothing  herein shall be construed as  constituting  any
party an agent of the Fund or of any other party.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                    THE FIRST AUSTRALIA FUND, INC.

                                    BY:_____________________________
                                          Title:

                                    EQUITILINK INTERNATIONAL MANAGEMENT
                                     LIMITED

                                    BY:_____________________________
                                          Title:

                                    EQUITILINK AUSTRALIA LIMITED

                                    BY:_____________________________
                                          Title:

<PAGE>


                                                                       EXHIBIT C


                THE FIRST AUSTRALIA PRIME INCOME FUND, INC.

                              MANAGEMENT AGREEMENT


            AGREEMENT  executed this ______ day of  ____________________,  19__,
between The First  Australia  Prime  Income Fund,  Inc.  (the "Fund") a Maryland
corporation  registered  under the  Investment  Company  Act of 1940 (the  "1940
Act"),  and  EquitiLink  International  Management  Limited,  a Jersey,  Channel
Islands corporation (the "Investment Manager").

            WHEREAS, the Fund is a closed-end management investment company; and

            WHEREAS, the Fund engages in the business of investing its assets in
the manner and in accordance  with its stated current  investment  objective and
restrictions;

            NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

            1.    Obligations.
                  -----------

             1.1 The  Investment  Manager will manage,  in  accordance  with the
Fund's stated investment objective,  policies and limitations and subject to the
supervision of the Fund's Board of Directors,  the Fund's  investments  and will
make  investment  decisions on behalf of the Fund including the selection of and
placing of orders with brokers and dealers to execute portfolio  transactions on
behalf of the Fund.  The  Investment  Manager shall give the Fund the benefit of
the Investment  Manager's best judgment and efforts in rendering  services under
this Agreement.

            1.2 The Fund will pay the  Investment  Manager  a fee at the  annual
rate of 0.65% of the Fund's  average  weekly net assets  applicable to shares of
common stock and shares of  preferred  stock up to $200  million,  0.60% of such
assets between $200 million and $500 million,  0.55% of such assets between $500
and $900 million,  0.50% of such assets  between $900 million and $1,750 million
and 0.45% of such assets in excess of $1,750  million,  computed  based upon net
asset value  applicable to shares of common stock and shares of preferred  stock
at the end of each week and payable at the end of each calendar month.

             1.3 In rendering the services  required under this  Agreement,  the
Investment Manager may, at its expense, employ, consult or associate with itself
such person or persons as it believes necessary to assist it in carrying out its
obligations under this Agreement. However, the Investment Manager may not retain
any person or company  that would be an  "investment  adviser,"  as that term is
defined  in the  1940  Act,  to the Fund  unless  (i) the Fund is a party to the
contract  with such  person or company  and (ii) such  contract is approved by a
majority of the Fund's  Board of Directors  and a majority of Directors  who are
not  parties to any  agreement  or  contract  with such  company and who are not
"interested  persons," as defined in the 1940 Act, of the Fund,  the  Investment
Manager, or any such person or company retained by the Investment  Manager,  and
is approved by the vote of a majority of the  outstanding  voting  securities of
the Fund to the extent required by the 1940 Act.

            2. Expenses.  The Investment  Manager shall bear all expenses of its
employees,  except as provided in the following sentence,  and overhead incurred
in  connection  with its duties under this  Agreement and shall pay all salaries
and fees of the Fund's  Directors  and officers who are  interested  persons (as
defined in the 1940 Act) of the  Investment  Manager.  The Fund will bear all of
its own expenses, including: expenses of organizing the Fund; fees of the Fund's
Directors  who are not  interested  persons  (as defined in the 1940 Act) of any
other party;  out-of-pocket expenses for all Directors and officers of the Fund,
including expenses incurred by the Manager's  employees,  who serve as Directors
and officers of the Fund,  which may be  reimbursed by the Fund under the Fund's
policy  governing  reimbursement  of Fund-related  expenses;  and other expenses
incurred by the Fund in connection with meetings of Directors and  shareholders;
interest expense; taxes and governmental fees including any original issue taxes
or transfer taxes  applicable to the sale or delivery of shares or  certificates
therefor;  brokerage  commissions  and other  expenses  incurred in acquiring or
disposing of the Fund's  portfolio  securities;  expenses in connection with the
issuance, offering,  distribution,  sale or underwriting of securities issued by
the Fund; expenses of registering and qualifying the Fund's shares for sale with
the  Securities  and  Exchange  Commission  and in various  states  and  foreign
jurisdictions;  auditing,  accounting,  insurance  and legal  costs;  custodian,
dividend   disbursing  and  transfer  agent   expenses;   and  the  expenses  of
shareholders'  meetings and of the preparation  and  distribution of proxies and
reports to shareholders.

            3.  Liability.  The  Investment  Manager shall not be liable for any
error of judgment or for any loss  suffered by the Fund in  connection  with the
matters to which this Agreement  relates,  except a loss resulting from a breach
of fiduciary duty with respect to receipt of compensation for services (in which
case any award of  damages  shall be  limited  to the  period and the amount set
forth in Section  36(b)(3)  of the 1940 Act) or a loss  resulting  from  willful
misfeasance, bad faith or gross negligence on its part in the performance of, or
from  reckless  disregard  by it of  its  obligations  and  duties  under,  this
Agreement.

            4. Services Not Exclusive. It is understood that the services of the
Investment Manager are not deemed to be exclusive, and nothing in this Agreement
shall prevent the Investment  Manager or any affiliate,  from providing  similar
services to other  investment  companies and other clients (whether or not their
investment  objectives  and  policies  are similar to those of the Fund) or from
engaging  in other  activities.  When other  clients of the  Investment  Manager
desire  to  purchase  or sell a  security  at the same  time  such  security  is
purchased or sold for the Fund, such purchases and sales will be allocated among
the Investment  Manager's clients,  including the Fund, in a manner that is fair
and equitable in the judgment of the  Investment  Manager in the exercise of its
fiduciary obligations to the Fund and to such other clients.

            5. Duration and  Termination.  This Agreement shall become effective
upon  shareholder  approval  thereof  as  required  under the 1940 Act and shall
continue  in effect  for two (2) years  from the date of its  execution.  If not
sooner  terminated,  this Agreement shall continue in effect with respect to the
Fund for successive periods of twelve months thereafter, provided that each such
continuance shall be specifically approved annually by the vote of a majority of
the  Fund's  Board  of  Directors  who are not  parties  to  this  Agreement  or
interested  persons  (as  defined  in the 1940 Act) of any such  party,  cast in
person at a meeting called for the purpose of voting on such approval and either
(a) the vote of a majority of the outstanding  voting securities of the Fund, or
(b)  the  vote  of  a  majority  of  the  Fund's   entire  Board  of  Directors.
Notwithstanding the foregoing,  this Agreement may be terminated with respect to
the  Fund at any  time,  without  the  payment  of any  penalty,  by a vote of a
majority  of the Fund's  Board of  Directors  or a majority  of the  outstanding
voting  securities of the Fund upon at least sixty (60) days' written  notice to
the Investment  Manager or by the  Investment  Manager upon at least ninety (90)
days' written notice to the Fund. This Agreement shall  automatically  terminate
in the event of its assignment (as defined in the 1940 Act).

      6.  Miscellaneous.
          -------------

            6.1 This Agreement shall be construed in accordance with the laws of
the State of New York,  provided that nothing herein shall be construed as being
inconsistent with the 1940 Act and any rules, regulations and orders thereunder.

             6.2   The captions in  this Agreement are  included for convenience
only and in no  way define or delimit any of  the provisions hereof or otherwise
affect their construction or effect.

            6.3 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be  affected  thereby  and, to that  extent,  the  provisions  of this
Agreement shall be deemed to be severable.

            6.4 Nothing herein shall be construed as constituting the Investment
Manager an agent of the Fund.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed effective as of the day and year first above written.

                              THE FIRST AUSTRALIA PRIME INCOME FUND, INC.


                              By:_______________________________________
                                     Title:

                              EQUITILINK INTERNATIONAL
                                    MANAGEMENT LIMITED


                              By:_______________________________________
                                     Title:

<PAGE>



                                                                       EXHIBIT D


                              AMENDED AND RESTATED
                THE FIRST AUSTRALIA PRIME INCOME FUND, INC.

                               ADVISORY AGREEMENT

      AGREEMENT  executed this [____] day of  [_______________]  among The First
Australia Prime Income Fund, Inc. (the "Fund") a Maryland corporation registered
under the  Investment  Company  Act of 1940 (the  "1940  Act"),  and  EquitiLink
International  Management  Limited, a Jersey,  Channel Islands  corporation (the
"Investment  Manager"),  and EquitiLink  Australia  Limited,  a New South Wales,
Australia corporation (the "Investment Adviser").

      WHEREAS, the Fund is a closed-end management investment company;

      WHEREAS, the Fund engages in the business of investing and reinvesting its
assets in the manner and in accordance with its stated investment objectives and
restrictions;

      WHEREAS,  the  Fund  has  entered  into a  management  agreement  with the
Investment  Manager dated  [_______________],  as amended from time to time (the
"Management  Agreement"),  pursuant to which the Investment  Manager will manage
the Fund's investments and will make investment  decisions on behalf of the Fund
for which the  Investment  Manager  will  receive a monthly fee from the Fund as
specified in the Management Agreement;

      WHEREAS,  in connection  with  rendering the services  required  under the
Management  Agreement,  the  Investment  Manager is permitted to retain,  at its
expense  and in the manner  set forth in the  Management  Agreement,  investment
advisers  to assist it in  carrying  out its  obligations  to the Fund under the
Management Agreement;

      WHEREAS, the Investment Manager wishes to retain the Investment Adviser to
assist it in  carrying  out its  obligations  to the Fund  under the  Management
Agreement,  and the Investment  Adviser is willing to furnish such assistance to
the Investment  Manager,  in connection  with the services  specified below with
regard to the Fund; and

      WHEREAS,  the Fund hereby  appoints the Investment  Adviser to provide the
investment  advisory  services  specified below with regard to the Fund, and the
Investment Adviser hereby accepts such appointment;

      NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants
herein contained, the parties agree as follows:

I.    Investment Adviser.
      ------------------

      A.  The  Investment  Adviser will make  recommendations  to the Investment
          Manager as to specific portfolio securities to be purchased,  retained
          or sold by the Fund and will  provide  or  obtain  such  research  and
          statistical  data  as  may  be  necessary  connection  therewith.  The
          Investment  Adviser shall give the  Investment  Manager (and the Fund)
          the benefit of the  Investment  Adviser's best judgment and efforts in
          rendering services under this Agreement.

      B.  The Investment  Manager will pay the Investment Adviser a fee computed
          at the annual  rate of 0.25% of the Fund's  average  weekly net assets
          applicable to the shares of common stock and shares of preferred stock
          up to  $1,200  million  and  0.20% of such  assets in excess of $1,200
          million,  computed based upon net asset value  applicable to shares of
          common stock and shares of preferred stock at the end of each week and
          payable at the end of each calendar month.

II.   Expenses. The Investment Adviser shall bear all expenses of its respective
      employees,  except certain expenses  incurred by the Investment  Adviser's
      employees  who  serve as  officers  and  directors  of the Fund  which are
      reimbursed by the Fund under the Fund's policy governing  reimbursement of
      Fund-related  expenses.  The  Investment  Adviser  shall bear all overhead
      incurred in connection  with its duties under this Agreement and shall pay
      all  salaries  and  fees of the  Fund's  directors  and  officers  who are
      interested  persons (as defined in the 1940 Act) of the Investment Adviser
      but who are not interested persons of the Investment Manager.

III.  Liability. Neither the Investment Manager nor the Investment Adviser shall
      be liable for any error of judgment  or for any loss  suffered by the Fund
      in connection with the matters to which this Agreement  relates,  except a
      loss  resulting from a breach of fiduciary duty with respect to receipt of
      compensation  for  services  (in which case any award of damages  shall be
      limited to the period and the amount set forth in Section  36(b)(3) of the
      1940 Act) or a loss resulting from willful misfeasance, bad faith or gross
      negligence  on  the  part  of the  Investment  Manager  or the  Investment
      Adviser, as appropriate, in the performance of, or from reckless disregard
      by  such  party  of  such  party's  obligations  and  duties  under,  this
      Agreement.

IV.   Services  Not  Exclusive.  It is  understood  that  the  services  of  the
      Investment  Manager  and  the  Investment  Adviser  are not  deemed  to be
      exclusive,  and nothing in this  Agreement  shall  prevent the  Investment
      Manager or the  Investment  Adviser,  or any  affiliate of either of them,
      from providing  similar services to other  investment  companies and other
      clients  (whether or not their  investment  objectives  and  policies  are
      similar to those of the Fund) or from engaging in other  activities.  When
      other clients of the Investment  Manager or the Investment  Adviser desire
      to purchase or sell a security at the same time such security is purchased
      or sold for the Fund, such purchases and sales will be allocated among the
      clients of each in a manner that is fair and  equitable in the judgment of
      the Investment Manager and the Investment Adviser in the exercise of their
      fiduciary obligations to the Fund and to such other clients.

V.    Duration and  Termination.  This Agreement is effective  upon  shareholder
      approval  thereof as  required  under the 1940 Act and shall  continue  in
      effect until  February 1, 1994. If not sooner  terminated,  this Agreement
      shall continue in effect with respect to the Fund for  successive  periods
      of twelve months thereafter,  provided that each such continuance shall be
      specifically  approved  annually  by the vote of a majority  of the Fund's
      Board of Directors  who are not parties to this  Agreement  or  interested
      persons (as defined in the 1940 Act) of any such party,  cast in person at
      a meeting called for the purpose of voting on such approval and either (a)
      the vote of majority of the outstanding  voting securities of the Fund, or
      (b) the vote of a  majority  of the  Fund's  entire  Board  of  Directors.
      Notwithstanding  the  foregoing,  this  Agreement may be  terminated  with
      respect to the Fund at any time, without the payment of any penalty,  by a
      vote of a majority of the Fund's  Board of  Directors or a majority of the
      outstanding  voting  securities of the Fund upon at least sixty (60) days'
      written notice to the Investment Manager and the Investment Adviser, or by
      either the Investment  Manager or Investment  Adviser upon at least ninety
      (90)  days'  written  notice to the Fund and the other  party but any such
      termination  shall not  affect  continuance  of this  Agreement  as to the
      remaining parties. This Agreement shall automatically  terminate as to any
      party in the event of its assignment (as defined in the 1940 Act).

VI.   Miscellaneous.
      -------------

      A.  This Agreement  shall be construed in accordance  with the laws of the
          State of New York,  provided that nothing herein shall be construed as
          being  inconsistent  with the 1940 Act and any rules,  regulations and
          orders thereunder.

      B.  The captions in this Agreement are included for  convenience  only and
          in no way define or delimit any of the provisions  hereof or otherwise
          affect their construction or effect.

      C.  If any provision of this Agreement  shall be held or made invalid by a
          court  decision,  statute,  rule or  otherwise,  the remainder of this
          Agreement  shall not be  affected  thereby  and, to that  extent,  the
          provisions of this Agreement shall be deemed to be severable.

      D.  Nothing herein shall be construed as  constituting  any party an agent
          of the Fund or of any other party.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the day and year first above written.

                              THE FIRST AUSTRALIA PRIME INCOME FUND, INC.

                              By:--------------------------------------------
                                 Title:


                              EQUITILINK INTERNATIONAL MANAGEMENT LIMITED

                              By:--------------------------------------------
                                 Title:


                              EQUITILINK AUSTRALIA LIMITED

                              By:--------------------------------------------
                                 Title:



<PAGE>


                                                                       EXHIBIT E
                              AMENDED AND RESTATED
                        THE FIRST COMMONWEALTH FUND, INC.

                              MANAGEMENT AGREEMENT

            AGREEMENT  executed this [______] day of  [______________],  between
The  First  Commonwealth  Fund,  Inc.  (the  "Fund"),  a  Maryland   corporation
registered  under the  Investment  Company  Act of 1940 (the  "1940  Act"),  and
EquitiLink   International   Management  Limited,  a  Jersey,   Channel  Islands
corporation (the "Investment Manager").

            WHEREAS, the Fund is a closed-end management investment company; and

            WHEREAS, the Fund engages in the business of investing its assets in
the manner and in accordance  with its stated current  investment  objective and
restrictions;

            NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

            1.     Obligations.

                  1.1 The Investment Manager will manage, in accordance with the
Fund's stated investment objective,  policies and limitations and subject to the
supervision  of the  Fund's  Board of  Directors,  the Fund's  investments.  The
Investment  Manager  will  make  investment  decisions  on  behalf  of the  Fund
including  the  selection  of and placing of orders with  brokers and dealers to
execute  portfolio  transactions  on behalf of the Fund. The Investment  Manager
shall give the Fund the benefit of the  Investment  Manager's  best judgment and
efforts in rendering services under this Agreement.

                  1.2 The Fund  will  pay the  Investment  Manager  a fee at the
annual  rate of 0.65% of the Fund's  average  weekly net  assets  applicable  to
shares of common stock and shares of preferred  stock up to $200 million,  0.60%
of such  amounts  between $200 million and $500 million and 0.55% of such assets
in excess of $500  million,  computed  based upon net asset value  applicable to
shares of common  stock and  shares of  preferred  stock  determined  weekly and
payable on the first  business day of each  calendar  month it being  understood
that the portion of the fee which is equal to the  percentage  of the Fund's net
assets,  measured  at the  end of  each  week,  held  in  securities  (or  cash)
denominated  in the  currencies  of Australia and New Zealand,  Canada,  and the
United Kingdom shall be paid to the  Investment  Manager in,  respectively,  the
currencies  of  Australia,  Canada and the United  Kingdom.  For the  purpose of
determining the fees payable to the Investment Manager  hereunder,  the value of
the Fund's net assets shall be computed initially at the times and in the manner
specified  in the Fund's  registration  statement on Form N-2, as such times and
manner may be amended from time to time by action of the Fund's Board.

                  1.3 In rendering the services  required under this  Agreement,
the Investment  Manager may, at its expense,  employ,  consult or associate with
itself such person or persons as it believes  necessary to assist it in carrying
out its obligations under this Agreement.  However,  the Investment  Manager may
not retain any person or company that would be an "investment  adviser," as that
term is defined in the 1940 Act,  to the Fund  unless (i) the Fund is a party to
the contract with such person or company and (ii) such contract is approved by a
majority of the Fund's  Board of Directors  and a majority of Directors  who are
not  parties to any  agreement  or  contract  with such  company and who are not
"interested  persons," as defined in the 1940 Act, of the Fund,  the  Investment
Manager, or any such person or company retained by the Investment  Manager,  and
is approved by the vote of a majority of the  outstanding  voting  securities of
the Fund to the extent required by the 1940 Act.

            2. Expenses.  The Investment  Manager shall bear all expenses of its
employees,  except as provided in the following sentence,  and overhead incurred
in  connection  with its duties under this  Agreement and shall pay all salaries
and fees of the Fund's  Directors  and officers who are  interested  persons (as
defined in the 1940 Act) of the  Investment  Manager.  The Fund will bear all of
its own expenses, including: expenses of organizing the Fund; fees of the Fund's
Directors  who are not  interested  persons  (as defined in the 1940 Act) of any
other party;  out-of-pocket expenses for all Officers and Directors of the Fund,
including expenses incurred by the Manager's  employees,  who serve as Directors
and officers of the Fund,  which may be  reimbursed by the Fund under the Fund's
policy  governing  reimbursement  of Fund-related  expenses;  and other expenses
incurred by the Fund in connection with meetings of Directors and  shareholders;
interest expense; taxes and governmental fees including any original issue taxes
or transfer taxes  applicable to the sale or delivery of shares or  certificates
therefor;  brokerage  commissions  and other  expenses  incurred in acquiring or
disposing of the Fund's  portfolio  securities;  expenses in connection with the
issuance, offering,  distribution,  sale or underwriting of securities issued by
the Fund; expenses of registering and qualifying the Fund's shares for sale with
the  Securities  and  Exchange  Commission  and in various  states  and  foreign
jurisdictions;  auditing,  accounting,  insurance  and legal  costs;  custodian,
dividend   disbursing  and  transfer  agent   expenses;   and  the  expenses  of
shareholders'  meetings and of the preparation  and  distribution of proxies and
reports to shareholders.

            3.  Liability.  The  Investment  Manager shall not be liable for any
error of judgment or for any loss  suffered by the Fund in  connection  with the
matters to which this Agreement  relates,  except a loss resulting from a breach
of fiduciary duty with respect to receipt of compensation for services (in which
case any award of  damages  shall be  limited  to the  period and the amount set
forth in Section  36(b)(3)  of the 1940 Act) or a loss  resulting  from  willful
misfeasance, bad faith or gross negligence on its part in the performance of, or
from  reckless  disregard  by it of  its  obligations  and  duties  under,  this
Agreement.

            4. Services Not Exclusive. It is understood that the services of the
Investment Manager are not deemed to be exclusive, and nothing in this Agreement
shall prevent the Investment  Manager or any affiliate,  from providing  similar
services to other  investment  companies and other clients (whether or not their
investment  objectives  and  policies  are similar to those of the Fund) or from
engaging  in other  activities.  When other  clients of the  Investment  Manager
desire  to  purchase  or sell a  security  at the same  time  such  security  is
purchased or sold for the Fund, such purchases and sales will be allocated among
the Investment  Manager's clients,  including the Fund, in a manner that is fair
and equitable in the judgment of the  Investment  Manager in the exercise of its
fiduciary obligations to the Fund and to such other clients.

            5. Scope of Engagement.  The  Investment  Manager hereby agrees that
the Fund, may, at any time, upon at least 60 days' notice, advise the Investment
Manager that it wishes to limit the scope of the Investment Manager's engagement
hereunder  to that of managing  the Fund's  investments  solely with  respect to
securities denominated in certain stipulated  currencies,  in which case the fee
otherwise payable to the Investment  Manager as provided in Paragraph 1.2 hereof
shall be reduced to reflect the  proportion  of the Fund's  aggregate net assets
measured  at the  end of each  week  which  are  denominated  in the  stipulated
currencies.

            6. Duration and  Termination.  This Agreement shall become effective
upon  shareholder  approval  thereof  as  required  under the 1940 Act and shall
continue  in effect  for two (2) years  from the date of its  execution.  If not
sooner  terminated,  this Agreement shall continue in effect with respect to the
Fund for successive periods of twelve months thereafter, provided that each such
continuance shall be specifically approved annually by the vote of a majority of
the  Fund's  Board  of  Directors  who are not  parties  to  this  Agreement  or
interested  persons  (as  defined  in the 1940 Act) of any such  party,  cast in
person at a meeting called for the purpose of voting on such approval and either
(a) the vote of a majority of the outstanding  voting securities of the Fund, or
(b)  the  vote  of  a  majority  of  the  Fund's   entire  Board  of  Directors.
Notwithstanding the foregoing,  this Agreement may be terminated with respect to
the  Fund at any  time,  without  the  payment  of any  penalty,  by a vote of a
majority  of the Fund's  Board of  Directors  or a majority  of the  outstanding
voting  securities of the Fund upon at least sixty (60) days' written  notice to
the Investment  Manager or by the  Investment  Manager upon at least ninety (90)
days' written notice to the Fund. This Agreement shall  automatically  terminate
in the event of its assignment (as defined in the 1940 Act).

            7.    Miscellaneous.

                  7.1 This Agreement  shall be construed in accordance  with the
laws of the State of New York,  provided that nothing  herein shall be construed
as being  inconsistent  with the 1940 Act and any rules,  regulations and orders
thereunder.

                  7.2  The   captions  in  this   Agreement   are  included  for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

                  7.3 If any provision of this  Agreement  shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement shall not be affected  thereby and, to that extent,  the provisions of
this Agreement shall be deemed to be severable.

                  7.4 Nothing  herein  shall be construed  as  constituting  the
Investment Manager an agent of the Fund.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                           THE FIRST COMMONWEALTH FUND, INC.

                                           By:_________________________________
                                              Title: President


                                           EQUITILINK INTERNATIONAL
                                           MANAGEMENT LIMITED

                                           By:_________________________________
                                              Title:  Director


<PAGE>

                                                                       EXHIBIT F





                        THE FIRST COMMONWEALTH FUND, INC.

                          INVESTMENT ADVISER AGREEMENT

            AGREEMENT  executed this [____] day of [__________]  among The First
Commonwealth Fund, Inc. (the "Fund") a Maryland corporation registered under the
Investment  Company Act of 1940 (the "1940 Act"),  and EquitiLink  International
Management  Limited,  a Jersey,  Channel Islands  corporation  (the  "Investment
Manager")  and  EquitiLink  Australia  Limited,  a New  South  Wales,  Australia
corporation (the "Investment Adviser").

            WHEREAS, the Fund is a closed-end management investment company;

            WHEREAS,   the  Fund  engages  in  the  business  of  investing  and
reinvesting  its  assets  in  the  manner  and in  accordance  with  its  stated
investment objectives and restrictions;

            WHEREAS,  the Fund has entered into a management  agreement with the
Investment  Manager dated [  ________________]  (the  "Management  Agreement") ,
pursuant to which the Investment  Manager will manage the Fund's investments and
will make  investment  decisions on behalf of the Fund for which the  Investment
Manager will receive a monthly fee from the Fund as specified in the  Management
Agreement;

            WHEREAS,  in connection  with rendering the services  required under
the Management Agreement,  the Investment Manager is permitted to retain, at its
expense  and in the manner  set forth in the  Management  Agreement,  investment
advisers  and others to assist it in carrying  out its  obligations  to the Fund
under the Management Agreement;

            WHEREAS,  the  Investment  Manager  wishes to retain the  Investment
Adviser to assist it in  carrying  out  certain of its  obligations  to the Fund
under the Management Agreement, and the Investment Adviser is willing to furnish
such  assistance  to the  Investment  Manager in  connection  with the  services
specified below with regard to the Fund; and

            WHEREAS,  the Fund hereby appoints the Investment Adviser to provide
the investment  advisory  services  specified below with regard to the Fund, and
the Investment Adviser hereby accepts such appointment;

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
covenants herein contained, the parties agree as follows:


            1.    Investment Adviser.
                  ------------------

                  1.1 To the extent  requested by the  Investment  Manager,  the
Investment  Adviser will make  recommendations  to the Investment  Manager as to
the-overall structure of the Fund's portfolio, including asset allocation advice
and  general  advice on  investment  strategy  relating  to the  Fund's  overall
investment objectives.  The Investment Adviser shall give the Investment Manager
(and the Fund) the benefit of the Investment Adviser's best judgment and efforts
in rendering services under this Agreement.

                  1.2 For the services rendered to the Investment  Manager under
Section 1.1 hereof, the Investment Manager will pay the Investment Adviser a fee
computed  at the annual rate of 0.15% of the Fund's  average  weekly net assets,
computed  based upon net asset value  applicable  to shares of common  stock and
shares of preferred  stock  determined  weekly and payable on the first business
day of each calendar month.

                  1.3 To the extent  requested by the  Investment  Manager,  the
Investment  Adviser will make  recommendations  to the Investment  Manager as to
specific portfolio securities to be purchased,  retained or sold by the Fund and
will provide or obtain such research and statistical data as may be necessary in
connection  therewith.  The Investment Adviser shall give the Investment Manager
(and the Fund) the benefit of the Investment Adviser's best judgment and efforts
in rendering services under this Agreement.

                  1.4 For the services rendered to the Investment  Manager under
Section 1.3 hereof, the Investment Manager will pay the Investment Adviser a fee
computed  at the  annual  rate of up to 0.10% of the Fund's  average  weekly net
assets computed based upon net asset value  applicable to shares of common stock
and  shares of  preferred  stock  determined  weekly  and  payable  on the first
business day of each calendar month; it being understood that any such fee shall
be reduced by the  amount,  if any,  that the  Investment  Manager may pay other
entities for rendering any of the services contemplated by Section 1.3 hereof.

                  1.5 For the  purpose of  determining  the fees  payable to the
Investment  Adviser  hereunder,  the value of the  Fund's  net  assets  shall be
computed  initially  at the  times and in the  manner  specified  in the  Fund's
Registration Statement an Form N-2, as such times and manner may be amended from
time to time by action of the Fund's Board.

            2. Expenses.  The Investment  Adviser shall bear all expenses of its
respective  employees,  except  certain  expenses  incurred  by  the  Investment
Adviser's  employees  who serve as officers and  directors of the Fund which are
reimbursed  by the Fund  under the  Fund's  policy  governing  reimbursement  of
Fund-related  expenses.  The Investment Adviser shall bear all overhead incurred
in  connection  with its duties under this  Agreement and shall pay all salaries
and fees of the Fund's  directors  and officers who are  interested  persons (as
defined in the 1940 Act) of the  Investment  Adviser but who are not  interested
persons of the Investment Manager.

            3.  Liability.  Neither the  Investment  Manager nor the  Investment
Adviser  shall be liable for any error of judgment  or for any loss  suffered by
the Fund in connection with the matters to which this Agreement relates,  except
a loss  resulting  from a breach of  fiduciary  duty with  respect to receipt of
compensation  for services (in which case any award of damages  shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a
loss resulting from willful  misfeasance,  bad faith or gross  negligence on the
part of the Investment Manager or the Investment Adviser, as appropriate, in the
performance  of,  or from  reckless  disregard  by such  party  of such  party's
obligations and duties under, this Agreement.

            4. Services Not Exclusive. It is understood that the services of the
Investment  Manager and the  Investment  Adviser are not deemed to be exclusive,
and  nothing in this  Agreement  shall  prevent  the  Investment  Manager or the
Investment  Adviser,  or any affiliate of either of them, from providing similar
services to other  investment  companies and other clients (whether or not their
investment  objectives  and  policies  are similar to those of the Fund) or from
engaging in other  activities.  When other clients of the Investment  Manager or
the  Investment  Adviser  desire to purchase or sell a security at the same time
such security is purchased or sold for the Fund,  such  purchases and sales will
be allocated among the clients of each in a manner that is fair and equitable in
the  judgment  of the  Investment  Manager  and the  Investment  Adviser  in the
exercise of their fiduciary obligations to the Fund and to such other clients.

            5.  Duration and  Termination.  This  Agreement  is  effective  upon
shareholder  approval  thereof as required under the 1940 Act and shall continue
in  effect  for two (2)  years  from the date of its  execution.  If not  sooner
terminated, this Agreement shall continue in effect with respect to the Fund for
successive  periods  of  twelve  months  thereafter,  provided  that  each  such
continuance shall be specifically approved annually by the vote of a majority of
the  Fund's  Board  of  Directors  who are not  parties  to  this  Agreement  or
interested  persons  (as  defined  in the 1940 Act) of any such  party,  cast in
person at a meeting called for the purpose of voting on such approval and either
(a) the vote of a majority of the outstanding  voting securities of the Fund, or
(b)  the  vote  of  a  majority  of  the  Fund's   entire  Board  of  Directors.
Notwithstanding the foregoing,  this Agreement may be terminated with respect to
the  Fund at any  time,  without  the  payment  of any  penalty,  by a vote of a
majority  of the Fund's  Board of  Directors  or a majority  of the  outstanding
voting  securities of the Fund upon at least sixty (60) days' written  notice to
the Investment Manager and the Investment  Adviser,  or by either the Manager or
the  Investment  Adviser upon at least ninety (90) days'  written  notice to the
Fund and the other party but any such termination  shall not affect  continuance
of  this  Agreement  as  to  the  remaining   parties.   This  Agreement   shall
automatically  terminate  as to any  party in the  event of its  assignment  (as
defined in the 1940 Act).

            6.    Miscellaneous.

                  6.1 This Agreement  shall be construed in accordance  with the
laws of the State of New York,  provided that nothing  herein shall be construed
as being  inconsistent  with the 1940 Act and any rules,  regulations and orders
thereunder.

                  6.2  The   captions  in  this   Agreement   are  included  for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

                  6.3 If any provision of this  Agreement  shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement shall not be affected  thereby and, to that extent,  the provisions of
this Agreement shall be deemed to be severable.

                  6.4 Nothing  herein  shall be construed  as  constituting  any
party an agent of the Fund or of any other party.


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                    THE FIRST COMMONWEALTH FUND. INC.


                                    By:_________________________________
                                       Title:  President

                                    EQUITILINK INTERNATIONAL MANAGEMENT
                                     LIMITED


                                    By:_________________________________
                                       Title:  Director

                                    EQUITILINK AUSTRALIA LIMITED


                                    By:_________________________________
                                       Title:  Director

<PAGE>

PROXY             THE FIRST COMMONWEALTH FUND, INC.                     PROXY

             THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
               Special Meeting of Shareholders -- November 29, 2000

The undersigned  hereby appoints  Laurence S. Freedman,  William J. Potter,  and
Brian M. Sherman,  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 and the
Auction Market Preferred Stock Series W-7 of The First  Commonwealth  Fund, Inc.
which the  undersigned is entitled to vote at the Annual Meeting of Shareholders
of The  First  Commonwealth  Fund,  Inc.  to be  held at  Prudential  Securities
Incorporated, One Seaport Plaza, New York, New York on November 29, 2000 at 2:00
p.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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign  exactly as your name(s)  appear(s) on the books of the Fund.  Joint
owners  should  each sign  personally.  Trustees  and other  fiduciaries  should
indicate the capacity in which they sign,  and where more than one name appears,
a majority  must sign. If a  corporation,  this  signature  should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------



HAS YOUR ADDRESS CHANGED?                  DO YOU HAVE ANY COMMENTS?

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

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

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

<PAGE>


(X) PLEASE MARK VOTE
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 the Proposal.

--------------------------------------------------------------------------------
                         THE FIRST COMMONWEALTH FUND, INC.
--------------------------------------------------------------------------------

          COMMON STOCK AND THE AUCTION MARKET PREFERRED STOCK SERIES W-7

Mark box at right if  address  change or comment  has been noted
on the  reverse side of this card.                                        / /


      To approve a new management agreement with      For    Against   Abstain
       EquitiLink International Management Limited   /  /     /  /      /  /
       and a new investment advisory agreement
       with EquitiLink Australia Limited.


Control Number:

                                              Date _____________________________
  Please be sure to sign and date this Voting Instruction Card.

Shareholder sign here ___________________     Co-owner sign here________________


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.
--------------------------------------------------------------------------------


RECORD DATE SHARES:

<PAGE>





PROXY                THE FIRST AUSTRALIA PRIME INCOME FUND, INC.        PROXY

              THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

               Special Meeting of Shareholders -- November 29, 2000

The undersigned  hereby appoints  Laurence S. Freedman,  William J. Potter,  and
Brian M. Sherman,  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 and the
Auction Market  Preferred  Stock Series A-I of The First  Australia Prime Income
Fund,  Inc.  which the  undersigned is entitled to vote at the Annual Meeting of
Shareholders  of The First  Australia  Prime Income Fund, Inc. to be held at One
Seaport Plaza,  New York,  New York on November 29, 2000 at 2:00 p.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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign  exactly as your name(s)  appear(s) on the books of the Fund.  Joint
owners  should  each sign  personally.  Trustees  and other  fiduciaries  should
indicate the capacity in which they sign,  and where more than one name appears,
a majority  must sign. If a  corporation,  this  signature  should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------



HAS YOUR ADDRESS CHANGED?                  DO YOU HAVE ANY COMMENTS?

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

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

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

<PAGE>



(X) PLEASE MARK VOTE
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 the Proposal.

--------------------------------------------------------------------------------
                    THE FIRST AUSTRALIA PRIME INCOME FUND, INC.
--------------------------------------------------------------------------------

          COMMON STOCK AND THE AUCTION MARKET PREFERRED STOCK SERIES W-I

Mark box at right if an address change or comment has been noted on
the reverse side of this card.                                            / /


      To approve a new management agreement with       For     Against   Abstain
      EquitiLink International Management Limited      /  /     /  /      /  /
      and a new investment advisory agreement
      with EquitiLink Australia Limited.


CONTROL NUMBER:


                                                 Date __________________________
      Please be sure to sign and date this Voting Instruction Card.


Shareholder sign here _____________             Co-owner sign here______________


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.
--------------------------------------------------------------------------------


RECORD DATE SHARES:



<PAGE>





PROXY                     THE FIRST AUSTRALIA FUND, INC.                PROXY

             THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                Special Meeting of Shareholders - November 29, 2000

The undersigned  hereby appoints  Laurence S. Freedman,  William J. Potter,  and
Brian M. Sherman,  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 November 29, 2000 at 2:00 p.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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign  exactly as your name(s)  appear(s) on the books of the Fund.  Joint
owners  should  each sign  personally.  Trustees  and other  fiduciaries  should
indicate the capacity in which they sign,  and where more than one name appears,
a majority  must sign. If a  corporation,  this  signature  should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------



HAS YOUR ADDRESS CHANGED?                  DO YOU HAVE ANY COMMENTS?

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

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

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




<PAGE>


(X) PLEASE MARK VOTE
 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 the Proposal.

--------------------------------------------------------------------------------
                          THE FIRST AUSTRALIA FUND, INC.
--------------------------------------------------------------------------------

                                  COMMON STOCK

Mark box at right if  address  change or comment  has been noted
on the reverse side of this card.                                         / /


       To approve a new management agreement with       For    Against   Abstain
       EquitiLink International Management Limited      /  /    /  /      /  /
       and a new investment advisory agreement
       with EquitiLink Australia Limited.


Control Number:

                                              Date _____________________________
      Please be sure to sign and date this Voting Instruction Card.

Shareholder sign here ___________________     Co-owner sign here________________


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.
--------------------------------------------------------------------------------


RECORD DATE SHARES:


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