<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
THE FIRST AUSTRALIA PRIME INCOME FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
[LOGO]
GATEWAY CENTER 3
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
(800) 451-6788
FEBRUARY 8, 1999
Dear Shareholder:
The Annual Meeting of Shareholders is to be held at 3:00 p.m. (Eastern
time), on Friday, March 26, 1999, at the offices of Prudential Securities
Incorporated, One Seaport Plaza, 35th Floor, New York, New York. A Proxy
Statement regarding the meeting, a proxy card for your vote at the meeting and
an envelope--postage prepaid--in which to return your proxy are enclosed.
At the Annual Meeting, the holders of the Fund's common stock will elect the
Fund's Class II Directors for a three-year term and a Class I Director for a
two-year term, the holders of the Fund's preferred stock will vote separately as
a single class to elect two additional Directors, and the holders of both common
and preferred stock will consider the ratification of the selection of
PricewaterhouseCoopers LLP as independent public accountants. In addition, the
shareholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a shareholder.
Your Directors recommend that you vote in favor of each of the foregoing
matters.
<TABLE>
<S> <C>
LAURENCE S. FREEDMAN BRIAN M. SHERMAN
CHAIRMAN PRESIDENT
</TABLE>
YOU ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO
ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR
SHAREHOLDING.
<PAGE>
THE FIRST AUSTRALIA PRIME INCOME FUND, INC.
GATEWAY CENTER 3
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 26, 1999
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The First
Australia Prime Income Fund, Inc. (the "Fund") will be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York, New
York, on Friday, March 26, 1999, at 3:00 p.m. (Eastern time), for the following
purposes:
(1)(A) To elect five Directors to serve as Class II Directors for a
three-year term;
(1)(B) To elect a Director to serve as a Class I Director for a two-year
term;
(2) To elect two Directors to represent the interests of the holders
of preferred stock for the ensuing year; and
(3) To ratify the selection of PricewaterhouseCoopers LLP as
independent public accountants of the Fund for the fiscal year
ending October 31, 1999.
The Board of Directors has fixed the close of business on January 26, 1999
as the record date for the determination of shareholders entitled to vote at the
meeting or any adjournment or postponement thereof. The appointed proxies will
vote in their discretion on any other business as may properly come before the
meeting or any adjournments or postponements thereof.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the meeting, the
persons named as proxies may propose one or more adjournments of the meeting, in
accordance with applicable law, to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a majority
of the Fund's shares present in person or by proxy at the meeting. The persons
named as proxies will vote in favor of such adjournment those proxies which they
are entitled to vote in favor and will vote against any such adjournment those
proxies to be voted against that proposal.
By Order of the Board of Directors,
Roy M. Randall, SECRETARY
Newark, New Jersey
February 8, 1999
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 FORM OF PROXY 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 MAY SAVE THE FUND THE NECESSITY AND EXPENSE OF
FURTHER SOLICITATIONS TO ASSURE A QUORUM AT THE MEETING. THE ENCLOSED PROXY IS
BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.
<PAGE>
PROXY STATEMENT
THE FIRST AUSTRALIA PRIME INCOME FUND, INC.
GATEWAY CENTER 3
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
ANNUAL MEETING OF SHAREHOLDERS
MARCH 26, 1999
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The First Australia Prime Income
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual
Meeting of Shareholders of the Fund (the "Meeting") to be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York, New
York, on Friday, March 26, 1999, at 3:00 p.m. (Eastern time). The approximate
mailing date for this Proxy Statement is February 12, 1999 or as soon as
practicable thereafter.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked on the proxy card. Unless
instructions to the contrary are marked, proxies submitted by holders of the
Fund's common stock will be voted IN FAVOR of Proposals 1(A), 1(B) and 3 and
proxies submitted by holders of the Fund's preferred stock will be voted IN
FAVOR of Proposals 2 and 3. Any proxy may be revoked at any time prior to its
exercise by giving written notice to the Secretary of the Fund (addressed to the
Secretary at the principal executive office of the Fund, Gateway Center 3, 100
Mulberry Street, Newark, New Jersey 07102).
The following table indicates which class of the Fund's shareholders is
being solicited with respect to each Proposal to be considered at the Meeting.
<TABLE>
<CAPTION>
SOLICITATION OF SOLICITATION OF
VOTE OF COMMON VOTE OF PREFERRED
STOCKHOLDERS STOCKHOLDERS (SERIES A-I)
----------------- ---------------------------
<S> <C> <C>
PROPOSAL 1(A):
Election of Class II Directors.................................. Yes No
PROPOSAL 1(B):
Election of a Class I Director.................................. Yes No
PROPOSAL 2:
Election of Preferred Directors................................. No Yes
PROPOSAL 3:
Selection of Independent Public Accountants..................... Yes Yes
</TABLE>
The Board of Directors has fixed the close of business on January 26, 1999
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment or postponement thereof.
Shareholders on the record date will be entitled to one vote for each share
held. As of January 26, 1999, the Fund had outstanding 266,736,249 shares of
common stock, par value $0.01 per share; 3,000 shares of Auction Market
Preferred Stock, Series A, par value $0.01 per share; 3,000 shares of Auction
Market Preferred Stock, Series B, par value $0.01 per share; 2,000 shares of
Auction Market
1
<PAGE>
Preferred Stock, Series C, par value $0.01 per share; 4,000 shares of Auction
Market Preferred Stock, Series D, par value $0.01 per share; 2,000 shares of
Auction Market, Preferred Stock, Series E, par value $0.01 per share; 2,000
shares of Auction Market Preferred Stock, Series F, par value $0.01 per share;
3,000 shares of Auction Market Preferred Stock, Series G, par value $0.01 per
share; 2,500 shares of Auction Market Preferred Stock, Series H, par value $0.01
per share; and 2,500 shares of Auction Market Preferred Stock, Series I, par
value $0.01 per share. To the best knowledge of management of the Fund, as of
the record date, no persons or group beneficially owned more than five percent
of the outstanding shares of common or preferred stock of the Fund.
The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for consideration
at the Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL REPORT
FOR ITS FISCAL YEAR ENDED OCTOBER 31, 1998, AND ANY MORE RECENT REPORTS, TO ANY
FUND SHAREHOLDER UPON REQUEST. TO REQUEST A COPY, PLEASE CALL OR WRITE TO THE
FUND'S ADMINISTRATOR, PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC, GATEWAY CENTER
3, 100 MULBERRY STREET, NEWARK, NEW JERSEY 07102, TELEPHONE: 1-800-451-6788.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's By-laws provide that the Board of Directors to be elected by
holders of the Fund's common stock will be divided into three classes, as nearly
equal in number as possible, each of which, after a transition period, will
serve for three years with one class being elected each year. Each year the term
of office of one class will expire.
PROPOSAL 1(A): ELECTION OF CLASS II DIRECTORS
Rt. Hon. Malcolm Fraser, Harry A. Jacobs, Jr., Howard A. Knight, Peter D.
Sacks and Brian M. Sherman, Directors who were elected to serve until the
Meeting, have been nominated to serve as Class II Directors for a three-year
term to expire at the Annual Meeting of Shareholders to be held in 2002 and
until their successors are duly elected and qualified. The nominees have
indicated an intention to serve if elected and have consented to be named in
this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the persons listed below under Class II for a
three-year term. The Board of Directors of the Fund knows of no reason why any
of these nominees will be unable to serve, but in the event of any such
inability, the proxies received will be voted for such substituted nominees as
the Board of Directors may recommend.
The following table sets forth certain information concerning each nominee
for election as a Director and each Director of the Fund. Each of the nominees
is currently a Director of the Fund.
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
<S> <C> <C> <C> <C>
CLASS II (CURRENT DIRECTORS AND NOMINEES FOR A TERM
EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 2002)
Rt. Hon. Malcolm Fraser, Director, The First Australia Fund, Inc. (since 68 1986 --
A.C., C.H.++ 1985), The First Commonwealth Fund, Inc.
44/55 Collins Street (since 1992) and First Australia Prime Income
Melbourne, Victoria 3000 Investment Company Limited (since 1986);
Australia International Consultant on Political,
Economic and Strategic Affairs (since 1983);
InterAction Council for Former Heads of
Government (since 1987, Chairman since 1997);
Chairman, CARE Australia (since 1987);
Consultant, The Prudential Insurance Company
of America; Partner, Nareen Pastoral Company
(agriculture) (until 1998); President, CARE
International (1990-1995);
Parliamentarian-Prime Minister of Australia
(1975-1983).
Harry A. Jacobs, Jr.* Director, The First Australia Fund, Inc. (since 77 1986 11,136
One New York Plaza 1985); Senior Director, Prudential Securities
New York, NY 10292 Incorporated (since 1986); Trustee, The
Trudeau Institute (eleemosynary); Director of
11 investment companies affiliated with
Prudential Securities Incorporated (until
November 1998); Chairman and Chief Executive
Officer, Prudential Mutual Fund Management,
Inc. (June-September 1993); previously,
Chairman of the Board, Prudential Securities
Incorporated (1982-1985); Chairman of the
Board and Chief Executive Officer, Bache
Group, Inc. (1977-1982).
Howard A. Knight Director, The First Australia Fund, Inc. (since 57 1993 --
36 Ives Street 1993); Director, Vice Chairman and Chief
London SW3 2ND Operating Officer, Scandinavian Broadcasting
United Kingdom System S.A. (television and radio
broadcasting) (since 1996); President of
Investment Banking, Equity Transactions and
Corporate
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
Strategy, Prudential Securities Incorporated
(1991- 1994).
<S> <C> <C> <C> <C>
Peter D. Sacks+ Director, The First Australia Fund, Inc. (since 53 1993 --
33 Yonge Street December 1998); Director, The First
Suite 706 Commonwealth Fund, Inc. (since 1992);
Toronto, Ontario M5E 1G4 Director, First Australia Prime Income
Canada Investment Company Limited (since December
1998); President and Director, Toron Capital
Markets, Inc. (currency, interest rate and
commodity risk management) (since 1988);
Director, Toron Capital Management Ltd.
(commodity trading adviser) (since 1994);
President and Director, Toron Asset Management
Inc. (portfolio management) (since 1998);
Director, First Horizons Holdings Limited.
Brian M. Sherman* President of the Fund (since 1986); Vice 55 1986 80,313
Level 3 President (since 1992) and Chairman (since
190 George Street 1995), The First Commonwealth Fund, Inc.;
Sydney, N.S.W. 2000 President and Director, The First Australia
Australia Fund, Inc. (since 1985); Joint Managing
Director (since 1986) and Chairman (since
1995), First Australia Prime Income Investment
Company Limited; Chairman, EquitiLink Limited
(since 1986); Chairman and Joint Managing
Director, EquitiLink Australia Limited (since
1981); Chairman and Director, EquitiLink
Holdings, Limited (since 1998); Director,
EquitiLink International Management Limited
(since 1985); Joint Managing Director,
MaxiLink Limited (since 1987); Joint Managing
Director, First Resources Development Fund
Limited (since 1994); Director, Ten Group Pty.
Limited (since 1994); Director, Ten Network
Holdings Limited (since 1998); Director,
Sydney Organizing Committee for the Olympic
Games.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
CLASS III (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 2000)
<S> <C> <C> <C> <C>
Sir Roden Cutler, V.C., Chairman (1985-1995) and Director (since 1985), 82 1986 --
A.K., K.C.M.G., The First Australia Fund, Inc.; Director, The
K.C.V.O., C.B.E., First Commonwealth Fund (since 1992); Chairman
K.St.J. (1986-1995) and Director (since 1986), First
442 Edgecliff Road Australia Prime Income Investment Company
Edgecliff, N.S.W. 2027 Limited; Australia Director, Rothmans Holding
Australia Ltd. (formerly Rothmans Pall Mall) (tobacco)
(1981-1994); Chairman, State Bank of New South
Wales (1981-1986); Governor of New South
Wales, Australia (1966-1981).
David Lindsay Elsum, Director, The First Australia Fund, Inc. (since 61 1986 --
A.M.++ 1985), The First Commonwealth Fund, Inc.
9 May Grove (since 1992) and First Australia Prime Income
South Yarra, Victoria 3141 Investment Company Limited (since 1986);
Australia Director, MaxiLink Limited; Chairman, Audit
Victoria; Chairman, Melbourne Wholesale Fish
Market Ltd.; Chairman, Queen Victoria Market;
Chairman, Stodart Investment Pty. Ltd.;
Director, First Resources Development Fund
Limited; Director, Stateguard Friendly
Society; Member, Corporations and Securities
Panel of the Australian Securities and
Investments Commission; Member, Federal
Administrative Appeals Tribunal; Adviser, TASA
International Executive Search; Chairman,
Health Computing Services Limited (1990-1996);
Director, IlTec Limited (1993-1996);
President, State Superannuation Fund of
Victoria (1986-1993).
Laurence S. Freedman* Vice President and Director (since 1986) and 55 1986 180,313
Level 3 Chairman (since 1995) of the Fund; Vice
190 George Street President and Director (since 1985) and
Sydney, N.S.W. 2000 Chairman (since 1995), The First Australia
Australia Fund, Inc.; President and Director (since
1992), The First Commonwealth Fund, Inc.;
Joint Managing Director, First Australia Prime
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
Income Investment Company Limited (since
1986); Founder and Joint Managing Director,
EquitiLink Australia Limited (since 1981);
Director, EquitiLink Limited (since 1986);
Director, EquitiLink Holdings Limited (since
1998); Director, EquitiLink International
Management Limited (since 1985); Chairman and
Joint Managing Director, MaxiLink Limited
(since 1987); Chairman and Joint Managing
Director, First Resources Development Fund
Limited (since 1994); Managing Director, Link
Enterprises (International) Pty. Limited
(investment management company) (since 1980);
Director, Ten Group Pty. Limited (since 1994);
Director, Ten Network Holdings Limited (since
1998).
<S> <C> <C> <C> <C>
Michael R. Horsburgh Director, The First Australia Fund, Inc. (since 53 1986 --
21,22/FI Ssang Yong Tower 1985); Director, The First Commonwealth Fund,
23-2 Yuido-dong Inc. (since 1994); Executive Vice President,
Youngdungpo-gu, Hannuri Securities & Investment (since October
Seoul 150-010, Korea 1997); Director, The First Hungary Fund;
Director and Managing Director, Carlson
Investment Management, Inc. (1991-October
1997); Director and Chief Executive Officer,
Horsburgh Carlson Investment Management, Inc.
(1991-1996); Managing Director, Barclays de
Zoete Wedd Investment Management (U.S.A.)
(1990-1991); Special Associate Director, Bear,
Stearns & Co. Inc. (1989-1990); Senior
Managing Director, Bear, Stearns & Co. Inc.
(1985-1989); General Partner, Bear, Stearns &
Co. Inc. (1981-1985); previously, Limited
Partner, Bear, Stearns & Co. Inc.
William J. Potter++ Director, The First Australia Fund, Inc. (since 50 1986 285
236 West 27(th) Street 1985), The First Commonwealth Fund, Inc.
New York, NY 10001 (since 1992) and First Australia Prime Income
Investment Company
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
Limited (since 1986); President, Ridgewood
Group International Ltd. (investment banking)
(since 1989); Director, Ridgewood Capital
Funding, Inc. (NASD); Director and Chairman of
Finance, National Foreign Trade Association
(USA); Director, Alexandria Bancorp (banking
group in Cayman Islands); Director, Alexandria
Bancorp Limited; Director, Canadian Health
Foundation; Director, Columbus Mills Ltd.;
Director, E.C. Power, Inc.; Director, Finanz
Interlaken A.G. (Swiss); Director, Impulsora
del Fondo Mexico; Director, International
Panorama Resources Ltd .; Consultant, Trieste
Futures Exchange, Inc.; Partner, Sphere
Capital Partners (corporate consulting)
(1989-1997); Managing Director,
Prudential-Bache Securities Inc. (1984-1989);
First Vice President, Barclays Bank, plc
(1982-1984); previously, various positions
with Toronto Dominion Bank.
<S> <C> <C> <C> <C>
CLASS I (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 2001)
Anthony E. Aaronson+ Director, The First Australia Fund, Inc. (since 62 1986 --
116 South Anita Avenue 1985); Anthony Aaronson (textile agent) (since
Los Angeles, CA 90049 1993); Vice President, Fortune Fashions
(1992-1993); Director, Textile Association of
Los Angeles (1990-1993); Vice President,
Textile Association of Los Angeles
(1996-1998).
Neville J. Miles++ Director, The First Australia Fund, Inc. (since 52 1996 --
14 Argyle Place 1996); Director, MaxiLink Limited (investment
Sydney, N.S.W. 2000 company); Director, Walker Corp. Limited
Australia (property development); Director, First
Resources Development Fund Limited (investment
company); Chairman and Director, MTM Funds
Management Limited (since 1997); Director, FXF
Management Limited (since 1997); Director,
Crown Limited (since 1998); Executive
Director, EL&C Ballieu Limited (stockbroker)
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
(1994-1996); Executive Director, Ord Minnett
Securities Limited (stockbroker) (1988-1994).
<S> <C> <C> <C> <C>
John T. Sheehy+ Director, The First Australia Fund, Inc. (since 56 1986 --
2700 Garden Road 1985), The First Commonwealth Fund, Inc.
Suite G (since 1992) and First Australia Prime Income
Monterey, CA 93940 Investment Company Limited (since 1986);
Managing Director, Black & Company
(broker-dealer and investment bankers);
Managing Director, The Value Group LLC
(merchant banking) (since 1997); Director,
Greater Pacific Food Holdings, Inc. (food
industry investment company) (since 1993);
Director, Video City, Inc. (video retail
merchandising); Director, Sphere Capital
Advisors (investment adviser); Partner, Sphere
Capital Partners (corporate consulting) (since
1987); Director, Sandy Corporation (corporate
consulting, communication and training)
(1986-January 1996).
</TABLE>
- --------------------------
* 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) of the Fund or of the Fund's
investment manager or investment adviser. Mr. Jacobs is deemed to be an
interested person because of his affiliation with Prudential Securities
Incorporated, a broker-dealer registered under the Securities Exchange Act
of 1934. 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.
+ Messrs. Aaronson, Sacks and Sheehy are members of the Audit Committee.
++ Messrs. Miles, Elsum, Fraser and Potter are members of the Contract Review
Committee.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. As controlling shareholders of
the Investment Manager, Messrs. Freedman and Sherman share voting and
investment power for 80,313 shares of the Fund owned by the Investment
Manager. With the exception of those 80,313 shares, all of the shares listed
in this table are owned with sole voting and investment power. In the
aggregate, all of the shares in the table represent less than 1/4 of 1% of
the total shares outstanding of common stock as of October 31, 1998. No
shares of the Fund's preferred stock are owned by the Directors.
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
8
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF COMMON STOCK VOTE FOR THE
ELECTION OF THE FIVE NOMINEES TO THE FUND'S BOARD OF DIRECTORS.
PROPOSAL 1(B): ELECTION OF A CLASS I DIRECTOR
Effective December 1998, Roger C. Maddock, a Class I director, resigned from
the Board of Directors. The Board appointed Dr. Anton E. Schrafl to replace him.
If elected, Dr. Schrafl will serve as a Class I Director for the remainder of
Mr. Maddock's term which expires at the Annual Meeting of Shareholders to be
held in 2001 and until his successor is duly elected and qualified. He has
indicated an intention to serve if elected and has consented to be named in this
Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of Dr. Schrafl. The Board of Directors of the Fund knows
of no reason why Dr. Schrafl would be unable to serve, but in the event of any
such inability, the proxies received will be voted for such substituted nominee
as the Board of Directors may recommend.
The following table sets forth certain biographical information concerning
Dr. Schrafl.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
NAME AND ADDRESS OF OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
EACH DIRECTOR OR NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ------------------------------- ------------------------------------------------ --- ----------- ---------------
<S> <C> <C> <C> <C>
Dr. Anton E. Schrafl Director, First Commonwealth Fund, Inc. (since 66 1998 --
Talstrasse 83 1993); Director, First Australia Prime Income
CH-8001 Zurich Investment Company Limited; Deputy Chairman,
Switzerland "Holderbank" Financiere Glaris A.G. (mfg.
cement and allied materials); Director,
Organogenesis, Inc.
</TABLE>
- --------------------------
(1) Based on statements furnished to the Fund by Dr. Schrafl, Dr. Schrafl owns
no common or preferred shares of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF COMMON STOCK VOTE FOR THE
ELECTION OF THE NOMINEE TO THE FUND'S BOARD OF DIRECTORS.
9
<PAGE>
PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS
The Fund has outstanding 3,000 shares of Auction Market Preferred Stock,
Series A, par value $0.01 per share; 3,000 shares of Auction Market Preferred
Stock, Series B, par value $0.01 per share; 2,000 shares of Auction Market
Preferred Stock, Series C, par value $0.01 per share; 4,000 shares of Auction
Market Preferred Stock, Series D, par value $0.01 per share; 2,000 shares of
Auction Market Preferred Stock, Series E, par value $0.01 per share; 2,000
shares of Auction Market Preferred Stock, Series F, par value $0.01 per share;
and 3,000 shares of Auction Market Preferred Stock, Series G, par value $0.01
per share; 2,500 shares of Auction Market Preferred Stock, Series H, par value
$0.01 per share; and 2,500 shares of Auction Market Preferred Stock, Series I,
par value $0.01 per share.
Section 18 of the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the holders of any preferred shares, voting separately as a
single class without regard to series, have the right to elect at least two
Directors at all times. David Manor and Marvin Yontef, who were elected to fill
the two preferred stock Board seats and to represent exclusively the holders of
all series of the Fund's preferred stock (the "Preferred Directors") at the
Annual Meeting of Shareholders held on May 14, 1998, have been nominated to
serve as Preferred Directors until the Annual Meeting of Shareholders to be held
in 2000. The nominees have indicated an intention to continue to serve if
elected and have consented to be named in this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the persons listed below. The Board of Directors of the
Fund knows of no reason why either of these nominees will be unable to serve,
but in the event of any such inability, the proxies received will be voted for
such substituted nominees as the holders of preferred stock shall recommend, and
if no such recommendations are made, such substituted nominees as the Board of
Directors may recommend.
The following table sets forth certain biographical information concerning
each of the nominees as a Preferred Director of the Fund.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
NAME AND ADDRESS OF EACH NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ---------------------------------------- ---------------------------------------- --- ----------- ---------------
<S> <C> <C> <C> <C>
David Manor* Treasurer of the Fund, The First 58 1988 --
P.O. Box 578 Australia Fund, Inc. and First
17 Bond Street Australia Prime Income Investment
St. Helier, Jersey Company Limited; Director and
Channel Islands JE4 5XB Treasurer, The First Commonwealth
Fund, Inc. (since 1992); Executive
Director, EquitiLink Australia Limited
and EquitiLink Limited (1986-1988);
Director, EquitiLink International
Management Limited (since 1987).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
PRESENT OFFICE WITH OWNED AND
THE FUND, PRINCIPAL % OF TOTAL
OCCUPATION OR EMPLOYMENT DIRECTOR OUTSTANDING
NAME AND ADDRESS OF EACH NOMINEE AND DIRECTORSHIPS AGE SINCE ON 10/31/98 (1)
- ---------------------------------------- ---------------------------------------- --- ----------- ---------------
<S> <C> <C> <C> <C>
Marvin Yontef* Director, First Australia Prime Income 52 1989 --
P.O. Box 85 Investment Company Limited; Partner,
5100 Commerce Court Stikeman, Elliott (Canadian law firm);
West Toronto, Ontario M5L 1B9 Director, Pendaries Petroleum Ltd.
Canada (since 1996); Director and Executive
Committee Member, Gordon Capital
Corporation (Canadian investment
dealer) (since 1996-1998).
</TABLE>
- ------------------------
* Directors considered by the Fund and its counsel to be "interested persons"
(which as used in this Proxy Statement is as defined in the 1940 Act) of the
Fund or of the Fund's investment advisers. Mr. Manor is deemed to be an
interested person because of his affiliation with the Investment Manager and
Investment Adviser and because he is an officer of the Fund. Mr. Yontef is
deemed to be an interested person because the law firm of which he is a
Partner acts as legal counsel for the Investment Adviser and its parent.
(1) As of October 31, 1998, the Preferred Directors of the Fund as a group owned
no shares of the Fund's common or preferred stock.
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF PREFERRED STOCK VOTE FOR
THE ELECTION OF THE TWO NOMINEES AS PREFERRED DIRECTORS TO THE FUND'S BOARD OF
DIRECTORS.
PROPOSAL 3: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected PricewaterhouseCoopers
LLP, independent public accountants, to examine the financial statements of the
Fund for the fiscal year ending October 31, 1999. This appointment is subject to
ratification or rejection by the shareholders of the Fund.
Audit services performed by PricewaterhouseCoopers LLP during the most
recent fiscal year included examination of the financial statements of the Fund,
services related to filings with the Securities and Exchange Commission and
consultation on matters performed by the firm related to the preparation and
filing of tax returns. The Fund knows of no direct or indirect financial
interest of PricewaterhouseCoopers LLP in the Fund.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Meeting and will have the opportunity to respond to questions from
shareholders and to make a statement if they so desire.
11
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1999.
OTHER MATTERS
The Board of Directors knows of no business to be brought before the Meeting
other than as set forth above. If, however, any other matters properly come
before the Meeting, it is the intention of the persons named in the enclosed
proxy form to vote such proxies on such matters in accordance with their best
judgment.
FURTHER INFORMATION REGARDING DIRECTORS AND OFFICERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Section 30(h) of
the 1940 Act, as applied to the Fund, require the Fund's officers, Directors,
investment manager or adviser, affiliates of the investment manager or adviser,
and persons who beneficially own more than 10% of a registered class of the
Fund's outstanding securities ("Reporting Persons"), to file reports of
ownership of the Fund's securities and changes in such ownership with the
Securities and Exchange Commission and the American Stock Exchange. Such persons
are required by Securities and Exchange Commission regulations to furnish the
Fund with copies of all such filings.
Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended October 31, 1998, its Reporting Persons complied with all applicable
filing requirements.
COMMITTEES AND BOARD OF DIRECTORS MEETINGS. The Board of Directors has a
standing Audit Committee, which consists of certain Directors who are not
interested persons of the Fund as defined in the 1940 Act. The principal purpose
of the Audit Committee is to review the scope and results of the annual audit
conducted by the Fund's independent public accountants and the evaluation by
such accountants of the accounting procedures followed by the Fund. The Board of
Directors also has a standing Contract Review Committee that reviews and makes
recommendations to the Board with respect to entering into, renewal or amendment
of the Management Agreement, the Advisory Agreement and the Administration
Agreement. The Board of Directors does not have a standing nominating or
compensation committee.
During the Fund's fiscal year ended October 31, 1998, the Board of Directors
held four regularly scheduled meetings and five special meetings, the Audit
Committee held two meetings, and the Contract Review Committee held one meeting.
Each of the Directors then in office attended at least 75% of the aggregate
number of regularly scheduled meetings of the Board of Directors and all of the
Committees of the Board on which he served. However, Mr. Knight missed two
special meetings and Mr. Horsburgh missed three special meetings bringing their
aggregate attendance at all board meetings below 75%.
OFFICERS OF THE FUND. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors and, with the exception of Messrs. Manor,
Sechos and Kozlowski, and Mesdames Bancroft and Sananikone-Fletcher, all of whom
have served since the Fund was organized in 1986, are as follows: Brian M.
Sherman, President; Laurence S. Freedman, Vice President; David Manor,
Treasurer; Ouma Sananikone-Fletcher (age 40), Assistant Vice President, Chief
Investment Officer; Barry G. Sechos (age 37), Assistant Treasurer; Kenneth T.
Kozlowski (age 37), Assistant Treasurer; Roy M. Randall (age 62),
12
<PAGE>
Secretary; Allan S. Mostoff (age 66), Assistant Secretary; and Margaret A.
Bancroft (age 60), Assistant Secretary.
The respective principal occupations during the past five years of the
Fund's officers are as follows: Messrs. Sherman and Freedman, shown above in the
table of nominees and Directors under "Proposal 1: Election of Class II
Directors"; David Manor, shown in the table of nominees as Preferred Directors
under "Proposal 2: Election of Preferred Directors"; Ouma Sananikone-Fletcher,
Investment Director, EquitiLink Australia Limited (since 1994), Chief Executive
Officer, EquitiLink Australia Limited (since 1997), Director, EquitiLink
Holdings Limited (since 1998) and Executive Director, Banque Nationale de Paris
(1986-1994); Barry G. Sechos, General Counsel, EquitiLink Australia Limited
(since 1993), Director, EquitiLink Australia Limited (since 1994) and Director,
EquitiLink Holdings Limited (since 1998); Kenneth T. Kozlowski, Director,
Prudential Investments (since 1996) and Vice President, Prudential Mutual Fund
Management, Inc. (1992-1996); Roy M. Randall, Partner of Stikeman, Elliott
(Australian office of Canadian law firm) (since 1997) and Partner, Freehill
Hollingdale & Page (1981-1996); Allan S. Mostoff and Margaret A. Bancroft,
Partners of Dechert Price & Rhoads (U.S. law firm).
RELATIONSHIP OF DIRECTORS OR NOMINEES WITH THE INVESTMENT ADVISER AND THE
INVESTMENT MANAGER. EquitiLink International Management Limited (the "Investment
Manager") serves as investment manager to the Fund and EquitiLink Australia
Limited (the "Investment Adviser") serves as investment adviser to the Fund
pursuant to a management agreement dated February 1, 1990, as amended, and an
advisory agreement dated December 15, 1992.
The Investment Manager is a Jersey, Channel Islands corporation organized in
October 1985 with its registered office located at Level 2, 17 Bond Street, St.
Helier, Jersey, Channel Islands. The Investment Adviser is an indirect wholly
owned subsidiary of EquitiLink Holdings Limited, an Australian corporation. The
registered offices of the Investment Adviser and EquitLink Holdings Limited are
located at Level 3, 190 George Street, Sydney, N.S.W., Australia.
Messrs. Freedman and Sherman, each Directors of the Fund, also serve as
directors of the Investment Manager. Mr. Manor, a Director of the Fund, is also
Managing Director of the Investment Manager. In addition, Messrs. Freedman and
Sherman are the principal shareholders of the Investment Manager, of which Mr.
Manor is also a shareholder. Messrs. Freedman and Sherman also serve as,
respectively, Joint Managing Director, and Joint Managing Director and Chairman
of the Investment Adviser. Messrs. Freedman and Sherman are the principal
shareholders of EquitiLink Holdings Limited, of which Mr. Manor is also a
shareholder.
COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended October 31,
1998. Officers of the Fund and Directors who are interested persons of the Fund
do not receive any compensation from the Fund or any other fund in the fund
complex. In the column headed "Total Compensation From Registrant and Fund
Complex Paid to Directors," the number in parentheses indicates the total number
of boards in the fund complex on which the Director serves.
13
<PAGE>
COMPENSATION TABLE
FISCAL YEAR ENDED 10/31/98
<TABLE>
<CAPTION>
TOTAL
PENSION ESTIMATED COMPENSATION
AGGREGATE OR RETIREMENT ANNUAL FROM REGISTRANT
COMPENSATION BENEFITS ACCRUED BENEFITS AND FUND
FROM AS PART OF UPON COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT FUND EXPENSES RETIREMENT TO DIRECTORS
- --------------------------------------------------- ------------- ------------------- ------------- ---------------
<S> <C> <C> <C> <C>
DIRECTORS:
Anthony E. Aaronson................................ $ 22,250 Nil Nil $ 35,750(2)
Sir Roden Cutler................................... 20,250 Nil Nil 47,750(3)
David Lindsay Elsum................................ 20,250 Nil Nil 48,250(3)
Rt. Hon. Malcolm Fraser............................ 30,750 Nil Nil 60,250(3)
Laurence S. Freedman............................... 0 Nil Nil 0(3)
Michael R. Horsburgh............................... 19,750 Nil Nil 42,750(3)
Harry A. Jacobs, Jr................................ 0 Nil Nil 0(2)
Howard A. Knight................................... 17,750 Nil Nil 28,250(2)
Roger C. Maddock*.................................. 0 Nil Nil 0(3)
Neville J. Miles................................... 28,750 Nil Nil 40,250(2)
William J. Potter.................................. 30,750 Nil Nil 60,250(3)
Peter D. Sacks..................................... 20,750 Nil Nil 35,750(2)
John T. Sheehy..................................... 30,750 Nil Nil 58,750(3)
Brian M. Sherman................................... 0 Nil Nil 0(3)
PREFERRED DIRECTORS:
David Manor........................................ 0 Nil Nil 0(2)
Marvin Yontef...................................... 18,750 Nil Nil 18,750(1)
</TABLE>
- ------------------------
* Mr. Maddock resigned from the Board of Directors effective December, 1998.
ADDITIONAL INFORMATION
EXPENSES. The expense of preparation, printing and mailing of the enclosed
form of proxy and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone, telegraph or personal
interview. Such solicitation may be conducted by, among others, officers,
Directors and employees of the Fund, the Investment Manager, the Investment
Adviser or State Street Bank and Trust Company, the Transfer Agent of the Fund.
Shareholder Communications Corporation ("SCC") may be retained to assist in the
solicitation of proxies. If retained, SCC will be paid approximately $5,000 by
the Fund and the Fund will reimburse SCC for its related expenses.
SOLICITATION AND VOTING OF PROXIES. Solicitation of proxies is being made
primarily by the mailing of this Proxy Statement with its enclosures on or about
February 12, 1999. As mentioned above, SCC may be engaged to assist in the
solicitation of proxies. As the meeting date approaches, certain shareholders of
the Fund may receive a call from a representative of SCC if the Fund has not yet
received their vote. Authorization to permit SCC to execute proxies may be
obtained by telephonic or electronically transmitted instructions from
shareholders of the Fund. Proxies that are obtained telephonically will be
recorded in
14
<PAGE>
accordance with the procedures set forth below. Management of the Fund 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.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask the shareholder for such shareholder's full name, address,
social security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
the number of shares owned and to confirm that the shareholder has received the
Proxy Statement in the mail. If the information solicited agrees with the
information provided to SCC by the Fund, then the SCC representative has the
responsibility to explain the process, read the proposals listed on the proxy
card, and ask for the shareholder's instructions on each proposal. The SCC
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in the proxy statement. SCC will
record the shareholder's instructions on the card. Within 72 hours, SCC will
send the shareholder a letter or mailgram to confirm the shareholder's vote and
asking the shareholder to call SCC immediately if the shareholder's instructions
are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting of shareholders, but
does not wish to give a proxy by telephone, such 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
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.
VOTE REQUIRED. The presence at any shareholders' meeting, in person or by
proxy, of shareholders entitled to cast a majority of the votes entitled to be
cast shall be necessary and sufficient to constitute a quorum for the
transaction of business. In the event that the necessary quorum to transact
business or the vote required to approve or reject any proposal is not obtained
at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting in accordance with applicable law, to permit further
solicitation of proxies with respect to any proposal which did not receive the
vote necessary for its passage or to obtain a quorum. With respect to those
proposals for which there is represented a sufficient number of votes in favor,
actions taken at the Meeting will be effective irrespective of any adjournments
with respect to any other proposals. Any such adjournment will require the
affirmative vote of the holders of a majority of the Fund's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in favor
and will vote against any such adjournment those proxies to be voted against
that proposal. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" will be
treated as shares that are present but which have not been voted. Broker
non-votes are proxies received by the Fund from brokers or nominees when the
broker or nominee has neither received instructions from the beneficial owner or
other persons entitled to vote nor has discretionary power to vote on a
particular matter. Accordingly, shareholders are urged to forward their voting
instructions promptly.
Approval of the election of Class II Directors to the Board of Directors
(Proposal 1(A)) and approval of the election of a Class I Director to the Board
of Directors (Proposal 1(B)) will require the affirmative vote of a majority of
the shares of common stock present in person or by proxy at the Meeting.
Approval of the election of Preferred Directors of the Board of Directors
(Proposal 2) will require the affirmative vote
15
<PAGE>
of a majority of the shares of preferred stock present in person or by proxy at
the Meeting. Abstentions and broker "non-votes" will have the effect of a "no"
vote for these proposals.
Ratification of the selection of the independent public accountants
(Proposal 3) will require the affirmative vote of a majority of the votes of the
common and preferred stock, voting together as a single class, validly cast at a
meeting at which a quorum is present. Abstentions and broker "non-votes" will
have no effect on the vote on this proposal since they are not considered votes
cast.
SHAREHOLDER PROPOSALS. If a shareholder intends to present a proposal at
the Annual Meeting of Shareholders of the Fund to be held in 2000 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the offices of the
Fund by October 15, 1999.
Shareholders wishing to present proposals at the Annual Meeting of
Shareholders of the Fund to be held in 2000 which they do not wish to be
included in the Fund's proxy materials should sent written notice to the
Secretary of the Fund of such proposals by December 29, 1999 in the form
prescribed in the Fund's By-Laws.
By Order of the Board of Directors,
Roy M. Randall, SECRETARY
Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102
February 8, 1999
16
<PAGE>
PROXY THE FIRST AUSTRALIA PRIME INCOME FUND, INC. PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- March 26, 1999
The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the common stock
of The First Australia 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 March 26, 1999 at 3:00 p.m., New York City time, and at any adjournment or
postponement 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>
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -------------------------------------------------------------------------------
THE FIRST AUSTRALIA PRIME INCOME FUND, INC.
- -------------------------------------------------------------------------------
COMMON STOCK
Mark box at right if an address change or comment has been noted on / /
the reverse side of this card.
------------------------
Please be sure to sign and date this Proxy /Date
- ------------------------------------------------------------------------------
- ------Shareholder sign here --------------- Co-owner sign here----------------
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL
BE CAST FOR ITEMS 1(A), 1(B) AND (3).
1(A). The election of five Directors to serve as
Class II Directors for a three-year term: For All With- For All
Nominees: Nominees hold Except
MALCOLM FRASER / / / / / /
HARRY A. JACOBS, JR.
HOWARD A. KNIGHT
PETER D. SACKS
BRIAN M. SHERMAN
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF
THE NOMINEE(S) IN THE LIST ABOVE. YOUR SHARES WILL BE VOTED FOR THE
REMAINING NOMINEE(S).
1(B). The election of one Director to serve as a
Class I Director for a two-year term: For With-
Nominee: hold
DR. ANTON E. SCHRAFL / / / /
For Against Abstain
(3). Ratification of the selection of
PricewaterhouseCoopers LLP as independent / / / / / /
public accountants.
The appointed proxies will vote in their discretion on any other
business as may properly come before the meeting or any adjournments or
postponements thereof.
RECORD DATE SHARES:
<PAGE>
PROXY THE FIRST AUSTRALIA PRIME INCOME FUND, INC. PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- March 26, 1999
The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the 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 March 26, 1999 at 3:00 p.m., New York
City time, and at any adjournment or postponement 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>
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -------------------------------------------------------------------------------
THE FIRST AUSTRALIA PRIME INCOME FUND, INC.
- -------------------------------------------------------------------------------
AUCTION MARKET PREFERRED STOCK
SERIES A-I
Mark box at right if an address change or comment has been noted on / /
the reverse side of this card.
------------------------
Please be sure to sign and date this Proxy /Date
- ------------------------------------------------------------------------------
- ------Shareholder sign here --------------- Co-owner sign here----------------
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S VOTE WILL
BE CAST FOR ITEMS (2) AND (3).
(2). The election of two Directors to represent
the interests of Preferred Stock for the
ensuing year. For All With- For All
Nominees: Nominees hold Except
DAVID MANOR / / / / / /
MARVIN YONTEF
INSTRUCTION TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME OF
THE NOMINEE IN THE LIST ABOVE.
For Against Abstain
(3). Ratification of the selection of
PricewaterhouseCoopers LLP as independent / / / / / /
public accountants.
The appointed proxies will vote in their discretion on any other
business as may properly come before the meeting or any adjournments or
postponements thereof.
RECORD DATE SHARES:
