<PAGE>
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. )
<TABLE>
<S> <C> <C> <C>
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
</TABLE>
THE FIRST COMMONWEALTH FUND, INC.
(Name of Registrant as Specified in Its Charter/Declaration of Trust)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
<TABLE>
<S> <C>
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / 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 identity 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:
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(609) 282-4600
APRIL 6, 1998
Dear Shareholder:
The Annual Meeting of Shareholders is to be held at 2:00 p.m. (Eastern
time), on Thursday, May 14, 1998, at the offices of Prudential Securities
Incorporated, One Seaport Plaza, 35th Floor, New York, New York. A Proxy
Statement regarding the meeting, 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 III Directors, 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 Price Waterhouse 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 the shareholders vote in favor of each of the
foregoing matters.
<TABLE>
<S> <C>
BRIAN M. SHERMAN LAURENCE S. FREEDMAN
CHAIRMAN PRESIDENT
</TABLE>
SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS
OF THE SIZE OF YOUR SHAREHOLDING.
<PAGE>
THE FIRST COMMONWEALTH FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1998
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The First
Commonwealth Fund, Inc. (the "Fund") will be held at the offices of Prudential
Securities Incorporated, One Seaport Plaza, 35th Floor, New York, New York, on
Thursday, May 14, 1998, at 2:00 p.m. (Eastern Time) for the following purposes:
(1) To elect four Directors to serve as Class III Directors for a three 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 Price Waterhouse LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 1998.
The Board of Directors has fixed the close of business on March 23, 1998 as
the record date for the determination of shareholders entitled to vote at the
meeting or any adjournment 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
Plainsboro, New Jersey
April 6, 1998
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 COMMONWEALTH FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
------------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1998
---------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The First Commonwealth Fund, Inc.
(the "Fund"), a Maryland corporation, 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
Thursday, May 14, 1998, at 2:00 p.m. (Eastern time). The approximate mailing
date for this Proxy Statement is April 7, 1998.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. 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 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 the exercise thereof by giving written notice to the Secretary of
the Fund (addressed to the Secretary at the principal executive office of the
Fund, 800 Scudders Mill Road, Plainsboro, New Jersey 08536).
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
VOTE OF PREFERRED
OF COMMON STOCKHOLDERS
STOCKHOLDERS (SERIES W-7)
----------------- -----------------
<S> <C> <C>
Proposal 1:
Election of Class III Directors.............. 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 March 23, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held. As of March 23,
1998, the Fund had 9,266,209 shares of common stock, par value $0.001 per share,
outstanding and 1,200 shares of Auction Market Preferred Stock, Series W-7, par
value $0.001 per share, outstanding. To the best knowledge of management of the
Fund, as of the record date, 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
1
<PAGE>
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, 1997, AND ANY MORE RECENT REPORTS, TO ANY
FUND SHAREHOLDER UPON REQUEST. TO REQUEST A COPY, PLEASE CALL OR WRITE TO THE
FUND'S ADMINISTRATOR, PRINCETON ADMINISTRATORS, INC., AT 800 SCUDDERS MILL ROAD,
PLAINSBORO, NEW JERSEY 08536, TELEPHONE: 1-800-543-6217.
PROPOSAL 1: ELECTION OF CLASS III DIRECTORS
The Fund's Articles of Incorporation 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. Sir Roden Cutler,
Michael Gleeson-White, John T. Sheehy and Warren C. Smith, Directors who were
elected to serve until the Meeting, have been nominated for a three year term to
expire at the Annual Meeting of Shareholders to be held in 2001 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 as Class III Directors for the
indicated 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.
2
<PAGE>
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.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
<CAPTION>
CLASS I (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1999)
<S> <C> <C> <C> <C>
David Lindsay Elsum A.M. (++) Director, The First Australia Fund, Inc. 60 1992 --
9 May Grove (since 1985), The First Australia Prime
South Yarra, Victoria 3141 Income Fund, Inc. (since 1986) and
Australia First Australia Prime Income Investment
Company Limited (since 1986); Director,
MaxiLink Limited; Chairman, Stodart
Investment Pty. Ltd.; Chairman, Queen
Victoria Market; Chairman, Melbourne
Wholesale Fish Market Ltd.; Director,
Stateguard Friendly Society; Director,
First Resources Development Fund
Limited; Member, Corporations and
Securities Panel of the Australian
Securities Commission; Member, Federal
Administrative Appeals Tribunal;
Adviser, TASA International Executive
Search; Chairman, Health Computing
Services Limited; President, State
Superannuation Fund of Victoria
(1986-1993); Director, IlTec Limited
(1993-1996); Managing Director, The MLC
Limited (insurance) (1984-1985);
Managing Director, Renison Goldfields
Consolidated Limited (mining)
(1983-1984).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
Laurence S. Freedman (*) President of the Fund (since 1992); Vice 54 1992 --
Level 3 President and Director (since 1985) and
190 George Street Chairman (since 1995), The First
Sydney, N.S.W. 2000 Australia Fund, Inc.; Vice President
Australia and Director (since 1986) and Chairman
(since 1995), The First Australia Prime
Income Fund, Inc.; Joint Managing
Director, First Australia Prime Income
Investment Company Limited (since
1986); Founder and Director, EquitiLink
Limited (since 1986); Joint Managing
Director, EquitiLink Australia Limited
(since 1982); Director, EquitiLink
International Management Limited (since
1985); Chairman and Joint Managing
Director, MaxiLink Limited (since
1987); Executive Director, MaxiLink
Securities Limited (since 1987);
Chairman and Joint Managing Director,
First Resources Development Fund
Limited (since 1994); Director, Ten
Group Limited (since 1994); Director,
Telecasters North Queensland Limited
(since 1993); Managing Director, Link
Enterprises (International) Pty.
Limited (investment management company)
(since 1980); Manager of Investments,
Bankers Trust Australia Limited
(1978-1980); Investment Manager,
Consolidated Goldfields (Australia)
Limited (natural resources investments)
(1975-1978).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
Michael R. Horsburgh Director, The First Australia Fund, Inc. 52 1994 --
21,22/FI Ssang Yong Tower (since 1985); Director, The First
23-2 Yuido-dong Australia Prime Income Fund, Inc.
Youngdungpo-gu, (since 1986); Executive Vice President,
Seoul 150-010, Korea Hannuri Securities & Investment (since
October 1997); Director and Chief
Executive Officer, Horsburgh Carlson
Investment Management, Inc.
(1991-1996); Director and Managing
Director, Carlson Investment
Management, Inc. (1991-October 1997);
Director, The First Hungary Fund;
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.
David Manor (*) Treasurer of the Fund; Director and 57 1992 --
Level 3 Treasurer, The First Australia Prime
190 George Street Income Fund, Inc. (since 1988);
Sydney, N.S.W. 2000 Treasurer, The First Australia Fund,
Australia Inc. and First Australia Prime Income
Investment Company Limited; Executive
Director, EquitiLink Australia Limited
and EquitiLink Limited (since 1986);
Director, EquitiLink International
Management Limited (since 1987) and
EquitiLink U.S.A., Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
E. Duff Scott (+) Director, First Australia Prime Income 61 1992 --
Suite 400 Investment Company Limited (since
70 University Avenue 1989); President, Multibanc Financial
Toronto, Ontario M5J 2M4 Corporation and Multibanc NT Financial
Canada Corporation (investment holding
companies) (since 1990); Chairman, QLT
Phototherapeutics (biopharmaceuticals)
(since 1991); Chairman,
Prudential-Bache Securities Canada
(investment banking) (1988-1990);
Chairman, The Toronto Stock Exchange
(1987-1989); Chairman, Peoples Jewelers
Corporation (retail jeweler) (since
1993).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
CLASS II (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 2000)
<S> <C> <C> <C> <C>
Rt. Hon. Malcolm Fraser, A.C., C.H. (+) Director, The First Australia Fund, Inc. 67 1992 --
44/55 Collins Street (since 1985), The First Australia Prime
Melbourne, Victoria 3000 Income Fund, Inc. (since 1986) and
Australia First Australia Prime Income Investment
Company Limited (since 1986);
International Consultant on Political,
Economic and Strategic Affairs (since
1983); Partner, Nareen Pastoral Company
(agriculture); Fellow, Center for
International Affairs, Harvard
University; International Council of
Associates, Claremont University;
Member, ANZ International Board of
Advice (1987-1990); InterAction Council
for Former Heads of Government (since
1987, Chairman since 1997);
Co-Chairman, Commonwealth Eminent
Persons Group on Southern Africa
(1985-1986); Chairman, United Nations
Committee on African Commodity Problems
(1989-1990); Consultant, The Prudential
Insurance Company of America;
Parliamentarian--Prime Minister of
Australia (1975-1983).
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
William J. Potter Director, The First Australia Fund, Inc. 49 1992 --
380 Lexington Avenue (since 1985), The First Australia Prime
Suite 1511 Income Fund, Inc. (since 1986) and
New York, NY 10168 First Australia Prime Income Investment
Company Limited (since 1986);
President, Ridgewood Group
International Ltd. (investment banking)
(since 1989); Director and Chairman of
Finance, National Foreign Trade
Association (USA); Director, Ridgewood
Capital Funding, Inc. (NASD); Director,
Impulsora del Fondo Mexico; Director,
International Panorama Resources Ltd.;
Director, Voicenet, Inc.; Director,
Alexandria Bancorp (banking group in
Cayman Islands); Director, Battery
Technologies, Inc.; Consultant, Trieste
Futures Exchange, Inc.; Advisor,
Guardian Capital Group; Partner, Sphere
Capital Partners (corporate consulting)
(1989-1997); Director, Alexandria
Bancorp Limited; Director, Canadian
Health Foundation; Managing Director,
Prudential-Bache Securities Inc.
(1984-1989); First Vice President,
Barclays Bank, plc (1982-1984);
previously, various positions with
Toronto Dominion Bank.
Peter D. Sacks Director, The First Australia Prime 52 1992 --
33 Yonge Street Income Fund, Inc. (since 1993);
Suite 706 President and Director, Toron Capital
Toronto, Ontario M5E 1G4 Markets, Inc. (currency, interest rate
Canada and commodity risk management) (since
1988); Vice President and Treasurer,
Midland Bank Canada (1987-1988); Vice
President and Treasurer, Chase
Manhattan Bank of Canada (1985-1987).
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
Brian M. Sherman (*) Vice President (since 1992) and Chairman 54 1992 --
Level 3 (since 1995) of the Fund; President and
190 George Street Director, The First Australia Fund,
Sydney, N.S.W. 2000 Inc. (since 1985) and The First
Australia Australia Prime Income Fund, Inc.
(since 1986); Joint Managing Director
(since 1986) and Chairman (since 1995),
First Australia Prime Income Investment
Company Limited; Chairman and Joint
Managing Director, EquitiLink Limited
(since 1986); Chairman and Joint
Managing Director, EquitiLink Australia
Limited (since 1981); Director,
EquitiLink International Management
Limited (since 1985); Joint Managing
Director, MaxiLink Limited (since
1987); Executive Director, MaxiLink
Securities Limited (since 1987); Joint
Managing Director, First Resources
Development Fund Limited (since 1994);
Director, Ten Group Limited (since
1994); Director, Telecasters North
Queensland Limited (since 1993);
Director, Sydney Organizing Committee
for the Olympic Games.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
CLASS III (CURRENT DIRECTORS AND NOMINEES FOR A TERM
EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 2001)
<S> <C> <C> <C> <C>
Sir Roden Cutler, V.C., A.K., K.C.M.G., Chairman (1985-1995) and Director (since 81 1992 --
K.C.V.O., C.B.E., K.St.J. 1985), The First Australia Fund, Inc.;
22 Ginahgulla Road Chairman (1986-1995) and Director
Bellevue Hill, N.S.W. 2023 (since 1986), The First Australia Prime
Australia Income Fund, Inc. and First Australia
Prime Income Investment Company
Limited; Australia Director, Rothmans
Holding 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).
Michael Gleeson-White, A.O. (*) Director, First Australia Prime Income 72 1992 --
9A Wellington Street Investment Company Limited (since
Woollahra, N.S.W. 2025 1986); Director, MaxiLink Limited
Australia (since 1987); Deputy Chairman, Art
Gallery of New South Wales Foundation;
Director, Cleveland Shopping Centre
Pty. Ltd.; Consultant, EquitiLink
Limited (1990-1996); Chairman, Bank of
Singapore (Australia) Limited
(1987-1990).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
OF TOTAL
PRESENT OFFICE WITH THE FUND, OUTSTANDING
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR ON 10/31/97
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE (1)
- --------------------------------------- ---------------------------------------- --- ----------- --------------
<S> <C> <C> <C> <C>
John T. Sheehy (++) Director, The First Australia Fund, Inc. 55 1992 --
2700 Garden Road (since 1985), The First Australia Prime
Suite G Income Fund, Inc. (since 1986) and
Monterey, CA 93940 First Australia Prime Income Investment
Company Limited (since 1986); 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);
Partner, Sphere Capital Partners
(corporate consulting) (since 1987);
Director, Sphere Capital Advisors
(investment adviser); Director, Sandy
Corporation (corporate consulting,
communication and training) (since
1986); Managing Director, Black &
Company (broker-dealer and investment
bankers); Associate Director, Bear,
Stearns & Co. Inc. (1985-1987);
previously, Limited Partner, Bear,
Stearns & Co. Inc.
Warren C. Smith Director, First Australia Prime Income 42 1992 --
1002 Sherbrooke St. West, #1600 Investment Company Limited (since
Montreal, Quebec H3A 3L6 1993); Editor, BCA Publications Ltd.
Canada (financial publications, including The
Bank Credit Analyst) (since 1982).
</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 (the "1940 Act")) of the Fund
or of the Fund's investment manager or investment adviser. Messrs. Freedman,
Sherman, Manor and Gleeson-White 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. Fraser, Potter and Scott are members of the Audit Committee.
++ Messrs. Elsum, Potter, Sacks and Sheehy are members of the Contract Review
Committee.
(FOOTNOTES CONTINUED ON NEXT PAGE)
11
<PAGE>
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. No shares of the Fund's common
stock or preferred stock are owned by the Directors.
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF COMMON STOCK VOTE FOR THE
ELECTION OF THE FOUR CLASS III NOMINEES TO THE FUND'S BOARD OF DIRECTORS.
PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS
The Fund has outstanding 1,200 shares of Auction Market Preferred Stock,
Series W-7, with an aggregate liquidation preference of $30,000,000.
Section 18 of 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. Dr. Anton E. Schrafl and
Roger C. Maddock have been re-nominated 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") and to serve as Preferred Directors
until the Annual Meeting of Shareholders to be held in 1999. 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. 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 information concerning each of the
nominees as a Preferred Director of the Fund.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
PRESENT OFFICE WITH THE FUND, OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/97 (1)
- --------------------------------------- ---------------------------------------- --- ----------- ---------------
<S> <C> <C> <C> <C>
Dr. Anton E. Schrafl Director, First Australia Prime Income 65 1993 --
Talstrasse 83 Investment Company Limited; Deputy
CH-8001 Zurich Chairman, "Holderbank" Financiere
Switzerland Glaris A.G. (mfg. cement and allied
materials); Director, Organogenesis,
Inc.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AND %
PRESENT OFFICE WITH THE FUND, OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/97 (1)
- --------------------------------------- ---------------------------------------- --- ----------- ---------------
<S> <C> <C> <C> <C>
Roger C. Maddock (**) Director, The First Australia Fund, Inc. 47 1992 --
Union House, Union Street (since 1992) and The First Australia
St. Helier, Jersey Prime Income Fund, Inc. (since 1992);
Channel Islands JE4 8TQ Chairman and Managing Director,
United Kingdom EquitiLink International Management
Limited (since 1985); Partner, Jackson
Fox, Chartered Accountants (since
1981); Director, Worthy Trust Company
Limited (since 1981); Director,
Professional Consultancy Services
Limited (since 1983); Director,
Hollywell Spring, Limited (since 1987);
Director, The EquitiLink Private Gold
Investment Fund Limited (since 1992);
Director, CentraLink-EquitiLink
Investment Company Limited (since
September 1994).
</TABLE>
- ------------------------
** Director considered by the Fund and its counsel to be an "interested person"
(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. Maddock is deemed to be an
interested person because of his affiliation with the Fund's investment
manager.
(1) As of October 31, 1997, 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 THE 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 the firm of Price
Waterhouse LLP, independent public accountants, to examine the financial
statements of the Fund for the fiscal year ending October 31, 1998. Such
appointment is now subject to ratification or rejection by the shareholders of
the Fund.
Audit services performed by Price Waterhouse 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 such firm related to the preparation and
filing of tax returns. The Fund knows of no direct or indirect financial
interest of such firm in the Fund.
13
<PAGE>
Representatives of Price Waterhouse 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF
THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING OCTOBER 31, 1998.
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 New York Stock Exchange. Such persons
are required by Securities and Exchange Commission regulations to furnish the
fund with copies of all such filings.
Based solely upon 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, 1997, all filing requirements applicable to its Reporting
Persons were complied with.
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 Investment Adviser Agreement, and the
Administration Agreement. The Board of Directors does not have a standing
nominating committee.
During the Fund's fiscal year ended October 31, 1997, the Board of Directors
held four regularly scheduled 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 the Committees of the Board on which
he served, except Messrs. Fraser and Horsburgh who attended 67% and 50%,
respectively, of the meetings each was scheduled to attend.
OFFICERS OF THE FUND. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors and, with the exceptions of Mr. Sechos and
Ms. Sananikone-Fletcher, all of whom have served the Fund since its inception,
are as follows: Laurence S. Freedman (age 54), President; Brian M. Sherman (age
54), Sole Vice President; David Manor (age 57), Treasurer; Ouma
Sananikone-Fletcher (age 39), Assistant Vice President-Chief Investment Officer;
Barry G. Sechos (age 36), Assistant Treasurer; Roy M. Randall (age 61),
Secretary; Allan S. Mostoff (age 65), Assistant Secretary; and Margaret A.
Bancroft (age 59), Assistant Secretary.
14
<PAGE>
The respective principal occupations of the Fund's officers are as follows:
Messrs. Freedman, Sherman and Manor shown above in the table of nominees and
Directors under "Proposal 1: Election of Class III Directors"; Ouma
Sananikone-Fletcher, Investment Director, EquitiLink Australia Limited (since
1994) and Executive Director, Banque Nationale de Paris (1986-1994); Barry G.
Sechos, General Counsel to EquitiLink Australia Limited (since 1993), Director,
EquitiLink Australia Limited (since 1994) and Soliciter, Allen, Allen & Hemsley
(1986-1993); Roy M. Randall, Partner of Stikeman, Elliott (Australian law firm);
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 20, 1992 and an investment
advisory agreement dated February 20, 1992.
The Investment Manager is a Jersey, Channel Islands corporation organized in
October 1985 with its registered office located at Union House, Union Street,
St. Helier, Jersey, Channel Islands. The Investment Adviser is a wholly owned
subsidiary of EquitiLink Limited, an Australian corporation. The registered
offices of both the Investment Adviser and EquitiLink Limited are located at
Level 3, 190 George Street, Sydney, N.S.W., Australia. EquitiLink Limited is a
public company whose ordinary shares are listed on the Australian Stock Exchange
Limited.
Messrs. Freedman, Manor and Sherman, all Directors of the Fund, serve as
directors of the Investment Manager. Mr. Maddock, a Director of the Fund, is
also chairman and managing director of the Investment Manager. In addition,
Messrs. Freedman and Sherman are the principal shareholders of the Investment
Manager. Mr. Gleeson-White, a director of the Fund and a Consultant to
Equitilink Limited, and Mr. Manor are shareholders of the Investment Manager. On
August 27, 1997, Mr. Gleeson-White sold 5,732 shares of the Investment Manager
back to that company for $599 per share. These shares constituted 4.5% of the
shares of the Investment Manager outstanding at the time of the sale.
Messrs. Freedman, Manor and Sherman also serve as, respectively, joint
managing director, executive director, and joint managing director and chairman
of the Investment Adviser. Messrs. Freedman and Sherman are the principal
shareholders of Equitilink Limited; Messrs. Gleeson-White, Maddock and Manor are
also shareholders of EquitiLink Limited.
During the fiscal year ended October 31, 1997, Professional Consultancy
Services Limited, a limited company organized under the laws of Jersey, Channel
Islands, provided administrative services to the Investment Manager in
connection with its activities on behalf of the Fund and other U.S. and foreign
investment companies and entities in return for a fee in the amount of $930,000.
Mr. Maddock is a director and principal shareholder of Professional Consultancy
Services Limited.
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,
1997. 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.
15
<PAGE>
COMPENSATION TABLE
FISCAL YEAR ENDED 10/31/97
<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
AGGREGATE RETIREMENT ESTIMATED FROM REGISTRANT
COMPENSATION BENEFITS ACCRUED ANNUAL AND FUND
FROM AS PART OF BENEFITS UPON COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT FUND EXPENSES RETIREMENT TO DIRECTORS
- ------------------------------------------------ ------------- ------------------- --------------- ---------------
<S> <C> <C> <C> <C>
Sir Roden Cutler................................ $ 8,000 N/A N/A $ 29,250(3)
David Lindsay Elsum............................. 8,000 N/A N/A 29,250(3)
Laurence S. Freedman............................ 0 N/A N/A 0(3)
Rt. Hon. Malcolm Fraser......................... 8,000 N/A N/A 29,250(3)
Michael Gleeson-White........................... 0 N/A N/A 0(1)
Michael R. Horsburgh............................ 8,000 N/A N/A 29,250(3)
David Manor..................................... 0 N/A N/A 0(2)
William J. Potter............................... 8,000 N/A N/A 29,250(3)
Peter D. Sacks.................................. 8,000 N/A N/A 21,750(2)
E. Duff Scott................................... 8,000 N/A N/A 8,000(1)
John T. Sheehy.................................. 8,000 N/A N/A 29,250(3)
Brian M. Sherman................................ 0 N/A N/A 0(3)
Warren C. Smith................................. 8,000 N/A N/A 8,000(1)
PREFERRED DIRECTORS:
Roger C. Maddock................................ 0 N/A N/A 0(3)
Dr. Anton E. Schrafl............................ 8,000 N/A N/A 8,000(1)
</TABLE>
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 and
employees of the Fund, the Investment Manager, the Investment Adviser or State
Street Bank and Trust Company, the Transfer Agent of the Fund. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.
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
April 7, 1998. 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 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
16
<PAGE>
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.
VOTING REQUIRED. The presence at any shareholders' meeting, in person or by
proxy, of the holders of a majority of the shares 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 names 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.
Election of Class III Directors of the Board of Directors (Proposal 1) will
require the affirmative vote of a majority of the holders of the outstanding
common stock present or represented by proxy at the Meeting. Approval of the
election of Preferred Directors of the Board of Directors (Proposal 2) will
require the affirmative vote of the holders of a majority of the outstanding
shares of preferred stock present or represented at the Meeting. Ratification of
the selection of the independent public accountants (Proposal 3) will require
the affirmative vote of the holders of a majority of the outstanding shares of
both the common and preferred stock present or represented by proxy at the
Meeting, voting together as a single class. Abstentions and broker "non-votes"
will have the effect of a "no" vote on all proposals.
SHAREHOLDER PROPOSALS. If a shareholder intends to present a proposal at
the Annual Meeting of Shareholders of the Fund to be held in 1999 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 within a reasonable time before the solicitation of proxies for such
meeting.
By Order of the Board of Directors,
Roy M. Randall, SECRETARY
800 Scudders Mill Road
Plainsboro, New Jersey 08536
April 6, 1998
17
<PAGE>
PROXY PROXY
THE FIRST COMMONWEALTH FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- May 14, 1998
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 all shares of the common
stock of The First Commonwealth Fund, Inc. which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of The First Commonwealth Fund,
Inc. to be held at One Seaport Plaza, New York, New York, on May 14, 1998, at
2:00 p.m., New York City time, and 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>
/ x / PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------------------
THE FIRST COMMONWEALTH FUND, INC.
- ----------------------------------------------------------------------------
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 squares provided,
the undersigned's vote will be cast FOR items (1) and (3).
1. The election of four Directors to serve as Class III directors for a
three-year term:
For All For All
Nominees Withhold Except
/ / / / / /
Sir Roden Cutler
Michael Gleeson-White
John T. Sheehy
Warren C. Smith
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
3. Ratification of the selection of Price Waterhouse LLP as independent
public accountants.
For Against Abstain
/ / / / / /
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 PROXY
THE FIRST COMMONWEALTH FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders-May 14, 1998
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 W-7, of The First Commonwealth Fund, Inc.
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of The First Commonwealth Fund, Inc. to be held at One Seaport
Plaza, New York, New York on May 14, 1998 at 2:00 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>
/ x / PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------------------
THE FIRST COMMONWEALTH FUND, INC.
- ----------------------------------------------------------------------------
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.
1. The election of two Directors to represent the interests of Preferred
Stock for the ensuing year.
Nominees:
For All For All
Nominees Withhold Except
Roger C. Maddock / / / / / /
Dr. Anton E. Schrafl
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strick a line through the name of the nominee in
the list above.
3. Ratification of the selection of Price Waterhouse LLP as independent
public accountants.
For Against Abstain
/ / / / / /
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:
