<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 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] 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 29, 1998
---------------------
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
29, 1998 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 2001.
2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the fiscal year ending June 30, 1999.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed August 20, 1998 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, 1998
has been previously sent to stockholders.
By order of the Board of Directors,
William H. Bohnett
Secretary
Dated: September 8, 1998
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>
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 29, 1998
---------------------
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
29, 1998 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 8, 1998. 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 20, 1998 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 (212) 765-0700.
1
<PAGE>
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 1998 Annual Meeting consists of three current
directors, Benjamin Palma Gil, Leopoldo M. Clemente, Jr. and John Anthony B.
Espiritu, who are each nominated for election for a term of three years to
expire at the 2001 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 American Stock Transfer & Trust Company.
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 2001
(CLASS II)
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1998(1)
- ------------------------------------ --- ------------------------------------------ ---------- ----------------------
<S> <C> <C> <C> <C>
*Leopoldo M. Clemente, Jr. ......... 60 Executive Vice President and Managing October 1,200(3)
152 West 57th Street Director of the Fund since October 1989; 1989
New York, NY 10019 President and Chief Investment Officer of
Clemente Capital, Inc. since 1987;
President and Director of Clemente Global
Growth Fund, Inc.; Director of Philippine
Strategic Investment (Holdings) Limited.
John Anthony B. Espiritu ........... 35 President and Chief Executive Officer of July 1998 500
Ritz Tower Westmont Bank, Manila, Philippines, since
Makati, Metro Manila July 1998 and other offices since May
Philippines 1995; Chairman and President of EBECOM
Holdings Co., Inc. (an equity investment
holding company), Makati, Manila,
Philippines, from May 1995 to present;
Chairman and President of Philippine
Racing Club Inc., Manila, Philippines,
from June 1998 to present; President and
Director of Unioil Resources & Holding Co.
Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1998(1)
- ------------------------------------ --- ------------------------------------------ ---------- ----------------------
<S> <C> <C> <C> <C>
(investment holding company), Manila,
Philippines from June 1998 to present;
Executive Vice President, Western State
Bank, Duarte, California, from March 1992
to March 1995 and Executive Director from
April 1995 to present; Director of The
Philippine Daily Inquirer and Consolidated
Insurance Company, Inc.
*Benjamin Palma Gil ................ 46 Chairman and Director of the Fund since July 1998 1,000
PNB Financial Center July 1998; President of Philippine
Roxas Blvd. National Bank since July 1998; Executive
Metro Manila Director of Capital Strategy Limited (a
Philippines financial advisory firm) from 1994 to July
1998; Chairman of the Board of Philippine
National Bank-Republic Bank, Manila,
Philippines in 1994; President and Chief
Executive Officer of Century Bank, Los
Angeles, California, from 1988 to 1993.
</TABLE>
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 2000
(CLASS I)
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1998(1)
- ------------------------------------ --- ------------------------------------------ ---------- ----------------------
<S> <C> <C> <C> <C>
Adrian C. Cassidy .................. 82 Retired Chief Financial Officer of October 3,400(2)
924 Country Rim Court Pacific Telephone & Telegraph; 1989
Roseville, CA 95747 Director of Clemente Global Growth
Fund, Inc. and Datron Systems, Inc.
(communications company).
*M.A.T. Caparas .................... 74 Director, Century Holding Corp., Los October --
1266 Lubich Drive Angeles, California, 1992 to present; 1994
Mountain View, CA Director, Century Bank, 1988 to 1994;
94040 Chairman, Philippine Presidential
Commission on Good Government from
1988 to 1990.
Stephen J. Solarz .................. 58 Member, United States House of October --
1120 Bellview Road Representatives from 1975 to 1992; 1994
McLean, VA 22102 President, Solarz Associates, an
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1998(1)
- ------------------------------------ --- ------------------------------------------ ---------- ----------------------
<S> <C> <C> <C> <C>
international consulting firm from 1992 to
present; Chairman, Central Asian-American
Enterprise Fund; Senior Counselor, Apco
Associates, a public affairs company;
Director of Samsonite Corp. (a luggage
company), Culligan International Company
(a water conditioning company), and IRI
International (oil drilling equipment
company).
</TABLE>
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1999
(CLASS III)
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1998(1)
- ------------------------------------ --- ------------------------------------------ ---------- ----------------------
<S> <C> <C> <C> <C>
*Lilia C. Clemente ................. 57 President and Chief Executive Officer of October 1,200(3)
152 West 57th Street the Fund since October 1989; Chairman and 1989
New York, NY 10019 Chief Executive Officer of Clemente
Capital, Inc. since 1986; Chairman and
Director of Clemente Global Growth Fund,
Inc.; Director of Philippine Strategic
Investment (Holdings) Limited and Canadian
Tire Corp.
Joseph A. O'Hare, S.J. ............. 67 President of Fordham University since July October --
Fordham University 1984. 1989
Bronx, NY 10458
Robert B. Oxnam .................... 55 Senior Advisor, The Bessemer Group October 100
630 Fifth Avenue Incorporated, November 1992 to present; 1989
New York, NY 10111 President of The Asia Society, a
non-profit, nonpolitical educational
institution, from 1981 to November 1992.
All Directors and Officers as a Group (11 persons)................................................ 8,400
</TABLE>
- ------------------
* Directors considered 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. Benjamin Palma Gil, M.A.T. Caparas and Mr. and Mrs.
Clemente are deemed to be interested persons because of their affiliation
with the Fund's investment
(Footnotes continued on next page)
4
<PAGE>
(Footnotes continued from previous page)
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.
(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 wife and husband. Each
disclaims beneficial ownership of the other's shares.
In addition to Mr. and Mrs. Clemente, William H. Bohnett and Thomas J.
Prapas 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>
William H. Bohnett ................ 50 Secretary of the Fund since October 1989; Partner of Fulbright &
666 Fifth Avenue Jaworski L.L.P. (law firm), Counsel to the Fund.
New York, NY 10103
Thomas J. Prapas .................. 59 Treasurer of the Fund since October 1989; Chief Economist and
152 West 57th Street Portfolio Manager at Clemente Capital, Inc. since 1986.
New York, NY 10019
</TABLE>
The Board held four meetings during the fiscal year ended June 30, 1998.
Each director, except Mr. Peter Favila, 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. Cassidy, O'Hare 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.
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 $750 for each Directors' meeting which they attend in person or an
additional $250 per meeting for attendance by conference call 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 year ended June 30, 1998, Directors' fees totaled $57,000. For the
fiscal year ended June 30, 1998, the following table sets forth compensation
received by the Fund's directors from the Fund and Clemente Global Growth Fund,
Inc., a closed-end investment company for which Clemente Capital, Inc. acts as
an investment adviser.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
COMPENSATION THE FUND AND CLEMENTE
NAME OF DIRECTOR FROM THE FUND GLOBAL GROWTH FUND, INC.
- ------------------------------------------------------------------------- ------------- ------------------------
<S> <C> <C>
Peter Favila............................................................. $ 0 $ 0
Lilia C. Clemente........................................................ 0 0
Leopoldo M. Clemente, Jr................................................. 0 0
Stephen Bosworth......................................................... 5,000 5,000
M.A.T. Caparas........................................................... 0 0
Adrian C. Cassidy........................................................ 10,250 18,250
Edgardo B. Espiritu...................................................... 10,500 10,500
Joseph A. O'Hare, S.J.................................................... 11,000 11,000
Robert B. Oxnam.......................................................... 9,250 18,250
Stephen J. Solarz........................................................ 11,000 11,000
</TABLE>
5
<PAGE>
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 20, 1998, no 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 23, 1998, the Board, including a majority of
Directors who are not interested persons of the Fund, selected
PricewaterhouseCoopers LLP to act as the Fund's independent accountants for the
fiscal year ending June 30, 1999. Such selection is being submitted to the
stockholders for ratification. The employment of PricewaterhouseCoopers is
conditioned on the right of the Fund, by majority vote of its stockholders, to
terminate such employment. PricewaterhouseCoopers has acted as the Fund's
independent accountants from the Fund's inception.
The services to be provided by the Fund's independent accountants include
auditing 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 PricewaterhouseCoopers 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., an Executive Vice President and Managing Director and
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; Robert J. Christian,
Chief Investment Officer, Wilmington Trust Company, a bank and trust company;
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 60% of the outstanding Common Stock of the Adviser;
Wilmington Trust
6
<PAGE>
Company, 1100 North Market Street, Wilmington, Delaware 19890, owns 24% of the
outstanding Common Stock. The address for Mr. and Mrs. Clemente and Mr. Prapas
is 152 West 57th Street, New York, New York 10019. The address for Mr.
Diaz-Verson is 1200 Brookstone Centre Parkway, Suite 105, Columbus, Georgia
31904; the address for Mr. Christian is 1100 North Market Street, Wilmington,
Delaware 19890; and 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 46% owned by the Philippine Government. However, under the
Articles of Incorporation of PNB, an eleven 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 54% of
PNB is owned by various individuals, none of whom to the knowledge of the Fund
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.
Benjamin Palma Gil, Chairman of the Board of Directors of the Fund, is
President of PNB and the Chairman and sole current Director of the Philippine
Adviser.
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. Votes shall be
tabulated by the Fund's Transfer Agent. A quorum is constituted by the presence
in person or by proxy of the holders of more than 50% of the outstanding shares
of the Fund entitled to vote at the Meeting. Broker non-votes are considered
voted for this purpose. Shareholders should note that while votes to abstain and
broker non-votes will count toward establishing a quorum, passage of any
proposal being considered at the Meeting will occur only if a sufficient number
of votes are cast for the proposal. A plurality of all votes cast at the Meeting
is sufficient to approve Proposals 1 and 2.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by October 29, 1998, 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.
7
<PAGE>
1999 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 1999 Annual Meeting of Stockholders must be received by the Fund on
or before May 1, 1999 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 8, 1998
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW
8
<PAGE>
P R O X Y
THE FIRST PHILIPPINE FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 29, 1998
The undersigned hereby appoint Lilia C. Clemente 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, New York, New York 10019 on
Thursday, October 29, 1998 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) and (2).
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
_X_ Please mark your votes as in this example.
1. THE ELECTION OF DIRECTORS:
|_| FOR all nominees listed below
(except as marked to the contrary below)
|_| WITHHOLD AUTHORITY
(to vote for all nominees listed below)
NOMINEES: Benjamin Palma Gil, Leopoldo M. Clemente, Jr. and John Espiritu
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- -------------------------------------------------------------------------------
2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS 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 |_|
Votes MUST be indicated (x) in Black or Blue Ink.
Please Sign and Return Promptly in Enclosed Envelope. No Postage is Required.
Signature(s)
of Stockholders________________________________________________________________
Signature(s)
of Joint Owners, if any________________________________________________________
Dated:_______________________________________, 1998
Please sign exactly as your name appears above. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such.
