<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
THE FIRST PHILIPPINE 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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> 2
THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 26, 1995
------------------------------
The Annual Meeting of Stockholders of The First Philippine Fund Inc. (the
"Fund"), a Maryland corporation, will be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday, October
26, 1995 at 9:30 A.M., New York time, for the following purposes:
1. To elect three Class II directors to serve for terms expiring on the
date of the annual meeting of stockholders in 1998.
2. To ratify the selection of Price Waterhouse LLP as the Fund's
independent accountants for the fiscal year ending June 30, 1996.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed August 18, 1995 as the record date for the
meeting. Only holders of the Fund's common stock at the close of business on
such date will be entitled to notice of, and to vote at, such meeting or any
adjournments thereof. The stock transfer books will not be closed.
A copy of the Fund's Annual Report for the fiscal year ended June 30, 1995
has been previously sent to stockholders.
By order of the Board of Directors,
William H. Bohnett
Secretary
Dated: September 1, 1995
IMPORTANT
UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR
THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR
PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING, THEREBY SAVING YOUR FUND
THE EXPENSE OF FURTHER SOLICITATION OF PROXIES.
<PAGE> 3
THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 26, 1995
------------------------------
GENERAL INFORMATION
The Board of Directors of The First Philippine Fund Inc. (the "Fund")
solicits the proxies of the holders of the Fund's common stock for use at the
Annual Meeting of Stockholders of the Fund to be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday, October
26, 1995 at 9:30 A.M., New York time and at any adjournments thereof.
This Proxy Statement and the form of proxy enclosed herewith were first
mailed to stockholders on September 1, 1995. Any stockholder who executes and
delivers a proxy may revoke it by written communication at any time prior to its
use or by voting in person at the Annual Meeting. All properly executed proxies
received in time for the meeting will be voted as specified in the proxy or, if
no specification is made, for each proposal referred to in this Proxy Statement.
The cost of soliciting the proxies will be borne by the Fund. Directors,
officers and regular employees of the Fund may solicit proxies by telephone,
telegram or personal interview. In addition, the Fund has retained the services
of Shareholder Communications Corporation to solicit proxies from stockholders.
The cost of such services is estimated at $5,000 plus out-of-pocket expenses.
The Fund will, upon request, bear the reasonable expenses of brokers, banks and
their nominees who are holders of record of the Fund's shares of common stock on
the record date, incurred in mailing copies of the Annual Report, this Notice of
Meeting and Proxy Statement and the enclosed form of proxy to the beneficial
owners of the Fund's shares of common stock.
Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on August 18, 1995 are entitled to notice of,
and to vote at, the meeting. Each such holder is entitled to one vote per share
of common stock so held on all business of the meeting and any adjournments
thereof. As of the record date, there were 11,225,000 shares of common stock
outstanding.
COPIES OF THE FUND'S ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE TO ANY
SHAREHOLDER. REPORTS MAY BE ORDERED BY WRITING CLEMENTE CAPITAL, INC., 152 WEST
57TH STREET, NEW YORK, NEW YORK 10019 OR CALLING (800) 432-8224.
1
<PAGE> 4
ELECTION OF DIRECTORS
The Board of Directors (the "Board") is divided into three classes in
accordance with the Fund's Charter and By-Laws. The class of directors (Class
II) whose term will expire at the 1995 Annual Meeting consists of three current
directors, Stephen Bosworth, Leopoldo M. Clemente, Jr. and Peter Favila, who are
each nominated for election for a term of three years to expire at the 1998
annual meeting and until their successors are duly elected and qualified.
Directors shall be elected by a plurality of the stock voting at the
meeting. Votes shall be tabulated by The Bank of New York. Abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining votes cast on an issue. Broker "non-votes" (i.e., 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 the same as abstentions.
Each of the nominees has consented to serve as a director of the Fund if
elected. In the event that any of such nominees should become unavailable for
election for any presently unforeseen reason, the proxies will be voted for such
person, if any, as shall be designated by the Board to replace any such nominee.
The information set forth below as to the ages and principal occupations of
these nominees and the other members of the Board of Directors, and the number
of shares of common stock of the Fund beneficially owned by them, directly or
indirectly, has been furnished to the Fund by such directors or nominees.
NOMINEES FOR THREE YEAR TERMS EXPIRING IN 1998
(CLASS II)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER
1%)
OF SHARES
BENEFICIALLY
OWNED AS OF
PRINCIPAL OCCUPATION DIRECTOR AUGUST 18,
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE 1995(1)
----------------------------- ---- ---------------------------------- -------- -----------
<S> <C> <C> <C> <C>
Stephen Bosworth 55 President of U.S./Japan Foundation October 1,200
145 East 32nd Street since 1988; Executive Director, 1989
New York, NY 10016 Korean Energy Development
Organization from 1995 to present;
U.S. Ambassador to the Philippines
from 1984 to 1987; Adjunct
Professor at Columbia University
from 1990 to present.
*Leopoldo M. Clemente, Jr. 57 Executive Vice President and October 1,200(3)
152 West 57th Street Managing Director of the Fund 1989
New York, NY 10019 since October 1989; President and
Chief Investment Officer of
Clemente Capital, Inc. since 1987;
President and Director of Clemente
Global Growth Fund, Inc.; Director
of Philippine Strategic Invest-
ment (Holdings) Limited.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER
1%)
OF SHARES
BENEFICIALLY
OWNED AS OF
PRINCIPAL OCCUPATION DIRECTOR AUGUST 18,
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE 1995(1)
----------------------------- ---- ---------------------------------- -------- -----------
<S> <C> <C> <C> <C>
Peter Favila 45 Chairman and Director of the Fund July --
since July 1995; President of 1995
Philippine National Bank since
July 1995; Chairman and Director
of PNB Investments Limited since
July 1995; President, Security
Bank Corporation from 1990 to June
1995; Director, Jardine Flemings
(an investment house) from 1988 to
1990.
</TABLE>
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1997
(CLASS I)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER
1%)
OF SHARES
BENEFICIALLY
OWNED AS OF
PRINCIPAL OCCUPATION DIRECTOR AUGUST 18,
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE 1995(1)
----------------------------- ---- ---------------------------------- -------- -----------
<S> <C> <C> <C> <C>
Adrian C. Cassidy 79 Retired Chief Financial Officer of October 3,400(2)
71 Selby Lane Pacific Telephone & Telegraph; 1989
Atherton, CA 94026 Consultant to Discount Corporation
of New York Advisors from 1985 to
April 1990; Director of Clemente
Global Growth Fund, Inc. and
Datron Systems, Inc.
(communications company).
*M.A.T. Caparas 71 Director, Century Holding Corp. October --
1266 Lubich Drive from 1992 to present; 1994
Mountain View, CA 94040 Vice-Chairman of the Board,
Century Bank, Los Angeles, Cal-
ifornia from 1992 to 1995;
Chairman, Philippine Presidential
Commission on Good Government from
1988 to 1990.
Stephen J. Solarz 55 Member, United States House of October --
1120 Bellview Road Representatives from 1975 to 1992; 1994
McLean, VA 22102 President, Solarz Associates, an
international consulting firm from
1992 to present; Chairman, Central
Asian-American Enterprise Fund;
Visiting Professor of
International Relations, George
Washington University; Director of
Astrum International Corp. (a
holding company for luggage, water
conditioning and other
businesses).
</TABLE>
3
<PAGE> 6
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1996
(CLASS III)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER1%)
OF SHARES
BENEFICIALLY
OWNED AS OF
PRINCIPAL OCCUPATION DIRECTOR AUGUST 18,
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE 1995(1)
----------------------------- ---- ---------------------------------- -------- -----------
<S> <C> <C> <C> <C>
*Lilia C. Clemente 54 President of the Fund since Octo- October 1,200(3)
152 West 57th Street ber 1989; Chairman and Chief 1989
New York, NY 10019 Executive Officer of Clemente
Capital, Inc. since 1986; Chairman
and Director of Clemente Global
Growth Fund, Inc.; Director of
Philippine Strategic Investment
(Holdings) Limited.
Edgardo B. Espiritu 60 Vice-Chairman and President of October --
Ritz Tower Westmont Bank from June 1994 to 1989
Makati, Metro Manila present; Chairman and Chief
Philippines Executive Officer of EBE Company
from 1992 to present; Chairman of
the Fund from October 1990 to
October 1992; President and Vice
Chairman of Philippine National
Bank from 1986 to May 1992.
Joseph A. O'Hare, S.J. 64 President of Fordham University October --
Fordham University since July 1984. 1989
Bronx, NY 10458
Robert B. Oxnam 52 Senior Advisor, Bessemer October 100
630 Fifth Avenue Securities Corp., November 1992 to 1989
New York, NY 10111 present; President of The Asia
Society, a non- profit,
non-political educational
institution, from 1981 to November
1992; Adjunct Professor, Columbia
University from 1994 to present,
and Professor, Williams College
from 1994 to present; Director of
Clemente Global Growth Fund, Inc.
All Directors and Officers as 8,100
a Group (14 persons)
</TABLE>
- ---------------
* Directors considered by the Fund's counsel to be persons who are "interested
persons" (as defined in the Investment Company Act of 1940) of the Fund or of
the Fund's investment advisers. Peter Favila and Mr. and Mrs. Clemente are
deemed to be interested persons because of their affiliation with the Fund's
investment adviser, Clemente Capital, Inc., or the Philippine Adviser,
Philippine National Bank, or because they are officers of the Fund or both.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
4
<PAGE> 7
(2) The 3,400 shares attributed to Mr. Cassidy are held in a family trust of
which he and his wife are co-trustees.
(3) Lilia C. Clemente and Leopoldo M. Clemente, Jr. are husband and wife. Each
disclaims beneficial ownership of the other's shares.
In addition to Mr. and Mrs. Clemente, Valentin Araneta, William H. Bohnett,
Thomas J. Prapas, Roberto U. Ticzon and Efren L.L. Cruz serve as executive
officers of the Fund, as set forth below. Each of the executive officers serves
at the pleasure of the Board.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE DURING PAST FIVE YEARS
- ------------------------------ ---- -------------------------------------------------------
<S> <C> <C>
Valentin Araneta 43 Executive Vice President and Managing Director of the
PNB Financial Building Fund since January 1995; Managing Director and a
Roxas Boulevard Director of the Philippine Adviser since 1992;
Pasay City, Metro Manila Executive Vice President of Philippine National Bank
Philippines since 1980; Managing Director of PNB International
Finance Ltd. since 1988.
William H. Bohnett 47 Secretary of the Fund since October 1989; Partner of
666 Fifth Avenue Fulbright & Jaworski L.L.P. (law firm), U.S. Counsel to
New York, NY 10103 the Fund, since February 1991; Partner of Gaston & Snow
from 1983 to January 1991.
Thomas J. Prapas 56 Treasurer of the Fund since October 1989; Chief
152 West 57th Street Economist and Portfolio Manager at Clemente Capital,
New York, NY 10019 Inc. since 1986; Lecturer in Economics at College of
Staten Island (City University of New York) from
September 1967 to January 1990.
Roberto U. Ticzon 44 Vice President of the Fund since 1994; Portfolio
152 West 57th Street Manager at the Adviser since 1994; Portfolio Manager at
New York, NY 10019 Nomura Investment Management Co. Ltd. from 1988 to
March 1994.
Efren L.L. Cruz 33 Vice President of the Fund since October 1994;
PNB Financial Building Assistant Vice President of Philippine National Bank
Roxas Boulevard since July 1994; Manager at the Philippine Adviser from
Pasay City, Metro Manila February 1991 to June 1994 and Assistant Manager from
Philippines March 1990 to February 1991; Associate Consultant to
the Wyatt Company Philippines, Inc. from April 1989 to
February 1991.
</TABLE>
The Board held four meetings during the fiscal year ended June 30, 1995.
Each director attended at least 75% of the total number of meetings of the Board
and of all committees of the Board on which they served. The Board has appointed
an Audit Committee, presently consisting of Messrs. Bosworth, Cassidy and Oxnam,
which met once during the fiscal year. The purpose of the Audit Committee is to
advise the full Board with respect to accounting, auditing and financial matters
affecting the Fund. Mr. Espiritu failed to timely file one Form 4 reporting one
transaction in the Fund's Common Stock.
Directors who are not affiliated with Clemente Capital, Inc. (the
"Adviser") or PNB Investments Limited (the "Philippine Adviser") receive an
annual stipend of $8,000 for serving on the Board and its committees, an
additional $500 for each directors' meeting which they attend and reimbursement
for out-of-pocket expenses in connection with their attendance at directors'
meetings. The Fund does not pay any pension or other benefits to its directors.
For the fiscal year ended June 30, 1995, the following table sets forth
5
<PAGE> 8
compensation received by the Fund's directors from the Fund and Clemente Global
Growth Fund, Inc., a registered closed-end investment company for which Clemente
Capital, Inc. acts as investment adviser.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM THE FUND AND
COMPENSATION CLEMENTE GLOBAL
NAME OF DIRECTOR FROM THE FUND GROWTH FUND, INC.
----------------------------------------------- ------------- ------------------
<S> <C> <C>
Stephen Bosworth............................... $12,000 $12,000
Leopoldo M. Clemente, Jr....................... 0 0
Peter Favila................................... 0 0
Adrian C. Cassidy.............................. 12,500 20,500
M.A.T. Caparas................................. 500 500
Stephen J. Solarz.............................. 5,500 5,500
Lilia C. Clemente.............................. 0 0
Edgardo B. Espiritu............................ 12,500 12,500
Joseph A. O'Hare, S.J.......................... 12,000 12,000
Robert B. Oxnam................................ 12,000 20,500
</TABLE>
The Adviser, which pays the compensation and certain expenses of its
personnel who serve as Directors and officers of the Fund, receives an
investment advisory fee.
The Philippine Adviser, which pays the compensation and certain expenses of
its personnel who serve as Directors and as officers of the Fund, receives an
investment advisory fee from the Adviser.
Philippine National Bank ("PNB"), which acts as trustee of a trust fund
arrangement under which certain of the Fund's assets are held in the
Philippines, and which pays the compensation and certain expenses of its
personnel who serve as directors and as officers of the Fund, receives a monthly
fee of .15% (on an annualized basis) of the Fund's average weekly net assets
held in the trust, subject to a $150,000 minimum fee per year, for
administration of the trust fund arrangement, including portfolio accounting and
valuation services.
Fulbright & Jaworski L.L.P., of which William H. Bohnett, the Secretary of
the Fund, is a partner, acts as legal counsel to the Fund.
As of August 18, 1995, the United Nations Joint Staff Pension Fund owned
approximately 7.8% of the outstanding shares of the Fund. As of such date, no
other person owned of record or, to the knowledge of management, beneficially
owned more than 5% of the outstanding shares of the Fund.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
At a meeting held on July 27, 1995, the Board, including a majority of
directors who are not interested persons of the Fund, selected Price Waterhouse
LLP to act as the Fund's independent accountants for the fiscal year ending June
30, 1996. Such selection is being submitted to the stockholders for
ratification. The employment of Price Waterhouse LLP is conditioned on the right
of the Fund, by majority vote of its stockholders, to terminate such employment.
Price Waterhouse LLP has acted as the Fund's independent accountants from the
Fund's inception.
6
<PAGE> 9
The services to be provided by the Fund's independent accountants include
examination of the Fund's annual financial statements, assistance and
consultation in connection with Securities and Exchange Commission and New York
Stock Exchange filings, and review of the Fund's annual federal and state income
tax returns.
One or more representatives of Price Waterhouse LLP are expected to be
present at the meeting and will have an opportunity to make a statement if they
so desire. Such representatives are expected to be available to respond to
appropriate questions from stockholders.
INVESTMENT ADVISER AND ADMINISTRATOR
THE INVESTMENT ADVISER
The Adviser, a New York corporation, has its principal office at 152 West
57th Street, New York, New York 10019. Lilia C. Clemente, President and Director
of the Fund, is Chairman, Chief Executive Officer and a director of the Adviser.
Leopoldo M. Clemente, Jr., a Director of the Fund, is President, Chief
Investment Officer and a director of the Adviser. In addition to Mr. and Mrs.
Clemente, the Adviser's Directors are Salvador Diaz-Verson, Jr., President of
Diaz-Verson Capital Investments, Inc., an investment advisory firm located in
Columbus, Georgia; Michael K. Majure, Executive Vice President of Diaz-Verson
Capital Investments, Inc.; Irving L. Gartenberg, Esq., general counsel to the
Adviser; and Thomas J. Prapas, Managing Director and Chief Economist for the
Adviser. Mrs. Clemente owns approximately 70% of the outstanding Common Stock of
the Adviser. The address for Mr. and Mrs. Clemente and Mr. Prapas is 152 West
57th Street, New York, New York 10019. The address for Messrs. Diaz-Verson and
Majure is 1200 Brookstone Centre Parkway, Suite 105, Columbus, Georgia 31904.
The address for Mr. Gartenberg is 122 East 42nd Street, 46th Floor, New York,
New York 10017.
THE PHILIPPINE ADVISER
The Philippine Adviser was organized in November 1988 under the laws of
Hong Kong and has its principal offices at 110-116 Queen's Road, Central Hong
Kong. The Philippine Adviser is a wholly-owned subsidiary of PNB International
Finance Limited, a wholly-owned subsidiary of PNB. PNB, the largest bank in the
Philippines, is 57% owned by the Philippine Government. However, under the
Charter of PNB (Executive Order No. 80), a nine member, shareholder elected
board of directors directs the affairs and business of PNB, manages and
preserves its properties and assets, and exercises its corporate powers. The
remaining 43% of PNB is owned by various individuals, none of whom own 5% or
more of PNB's outstanding securities. PNB serves as trustee of certain of the
Fund's Philippine securities pursuant to a Trust Agreement between PNB and the
Fund dated November 7, 1989.
Peter Favila, Chairman of the Board of Directors of the Fund, is President
of PNB and Chairman and a Director of the Philippine Adviser. Valentin A.
Araneta, Executive Vice President and Managing Director of the Fund, is Managing
Director and a Director of the Philippine Adviser and Executive Vice President
of PNB. In addition to Messrs. Favila and Araneta, the Philippine Adviser's
Directors are Inocencio Deza, Pedro Jaminola, Jr. and Francisco Magsajo, Jr. The
address of Messrs. Favila, Araneta, Deza, Jaminola and Magsajo is PNB Financial
Building, Roxas Boulevard, Pasay City, Metro Manila, Philippines.
7
<PAGE> 10
THE ADMINISTRATOR
PFPC, Inc., the Fund's administrator, has its principal office at 103
Bellevue Parkway, Wilmington, Delaware 19809.
MISCELLANEOUS
As of the date of this Proxy Statement, management does not know of any
other matters that will come before the meeting. In the event that any other
matter properly comes before the meeting, the persons named in the enclosed form
of proxy intend to vote all proxies in accordance with their best judgment on
such matters.
All shares represented by proxies sent to the Fund to be voted at the
Annual Meeting will be voted if received prior to the meeting.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by October 26, 1995, the persons
named in the enclosed form of proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournments will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named in the enclosed form of proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is made. They will vote against any such
adjournments those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
1996 ANNUAL MEETING
Stockholder proposals meeting tests contained in the proxy rules adopted by
the Securities and Exchange Commission may, under certain conditions, be
included in the Fund's proxy material for an annual meeting of stockholders.
Pursuant to these rules, proposals of stockholders intended to be presented at
the Fund's 1996 Annual Meeting of Stockholders must be received by the Fund on
or before May 1, 1996 to be considered for inclusion in the Fund's Proxy
Statement and form of proxy relating to that Annual Meeting. Receipt by the Fund
of a stockholder proposal in a timely manner does not insure the inclusion of
such proposal in the Fund's proxy material.
By Order of the Board of Directors,
WILLIAM H. BOHNETT
Secretary
Dated: September 1, 1995
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW
8
<PAGE> 11
THE FIRST PHILIPPINE FUND INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 26, 1995
The undersigned hereby appoints Roberto U. Ticzon, Robert B. Oxnam and
William H. Bohnett, and each of them, the proxies of the undersigned, with
power of substitution to each of them to vote all shares of The First
Philippine Fund Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of The First Philippine Fund Inc. to be held at the
offices of Clemente Capital, Inc., 152 West 57th Street, N.Y., N.Y. 10019, on
Thursday, October 26, 1995 at 9:30 A.M., New York time, and at any adjournments
thereof.
UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR ITEMS (1), (2) AND (3).
(Continued, and to be signed and dated, on reverse side)
THE FIRST PHILIPPINE FUND INC.
P.O. BOX 11036
NEW YORK, N.Y. 10203-0036
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below / / for all nominees listed below. / / / /
</TABLE>
Nominees: Stephen Bosworth, Leopoldo M. Clemente, Jr. and Peter Favila
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions ____________________________________________________________________
2. Ratification of selection of Price Waterhouse LLP as independent
accountants:
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion on any other business which may properly come before the
meeting or any adjournments thereof.
FOR / / AGAINST / / ABSTAIN / /
Change of Address and
or Comments Mark Here / /
Please sign exactly as your name or names appear
above. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
Date ________________________________, 1995
___________________________________________
(Signature of Stockholder)
___________________________________________
(Signature of Joint Owner, if any)
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. /X/
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
