FIRST COMMONWEALTH FUND INC, DEFR14A, 2000-02-25

FIRST COMMONWEALTH FUND INC
DEFR14A, 2000-02-25

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<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 (S)240.14a-11(c) or (S)240.14a-12

FIRST COMMONWEATH 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) (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:

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

Notes:

<PAGE>

[LOGO]

THE FIRST
COMMONWEALTH
FUND, INC.

800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 282-4600

February 25, 2000

Dear Shareholder:

The Annual Meeting of Shareholders is to be held at 3:00 p.m. (Eastern
time), on Wednesday, March 22, 2000 at the offices of Prudential Securities
Incorporated, One Seaport Plaza, 35th Floor, New York, New York. A Proxy
Statement regarding the meeting, a proxy card for your vote at the meeting and
an envelope postage prepaid in which to return your proxy card are enclosed.

At the Annual Meeting, the holders of the Fund's common stock will elect
the Fund's Class II Directors for a three-year term and a Class III Director
for a term expiring in 2001, the holders of the Fund's preferred stock will
vote separately as a single class to elect two additional Directors, and the
holders of both common and preferred stock will consider the ratification of
the selection of PricewaterhouseCoopers LLP as independent public accountants.
In addition, the shareholders present will hear a report on the Fund. There
will be an opportunity to discuss matters of interest to you as a shareholder.

Your Directors recommend that you vote in favor of each of the foregoing
matters.

/s/ Brian M. Sherman /s/ Laurence S. Freedman

Brian M. Sherman Laurence S. Freedman
Chairman President

YOU ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE 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
March 22, 2000

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
Wednesday, March 22, 2000, at 3:00 p.m. (Eastern time), for the following
purposes:

(1)(A) To elect four Directors to serve as Class II Directors for a three-
year term;

(1)(B) To elect one Director to serve as a Class III Director for a term to
expire in 2001;

(2) To elect two Directors to represent the interests of the holders of
preferred stock for the ensuing year;

(3) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending October 31,
2000; and

(4) To transact any other business as may properly come before the meeting
or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on February 21, 2000
as the record date for the determination of shareholders entitled to vote at
the meeting or any adjournment or postponement thereof.

In the event that the necessary quorum to transact business 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 of any proposal 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
February 25, 2000

IMPORTANT: You are cordially invited to attend the meeting. Shareholders
who do not expect to attend the meeting in person are requested to complete,
date and sign the enclosed proxy card and return it promptly in the addressed
envelope which requires no postage and is intended for your convenience. Your
prompt return of the enclosed proxy card may save 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
March 22, 2000

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

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., a Maryland corporation (the "Fund"), to be voted at the Annual Meeting
of Shareholders of the Fund (the "Meeting") to be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York,
New York, on Wednesday, March 22, 2000, at 3:00 p.m. (Eastern time). The
approximate mailing date for this Proxy Statement is February 25, 2000 or as
soon as practicable thereafter.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked on the proxy card.
Unless instructions to the contrary are marked, proxies submitted by holders
of the Fund's common stock will be voted FOR Proposals 1(A), 1(B), 3 and 4 and
proxies submitted by holders of the Fund's preferred stock will be voted FOR
Proposals 2, 3 and 4. Any proxy may be revoked at any time prior to its
exercise by giving written notice to the Secretary of the Fund (addressed to
the Secretary at the principal executive office of the Fund, 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 Vote
Solicitation of Vote of Preferred
of Common Stockholders
Stockholders (Series W-7)
-------------------- --------------------
<S> <C> <C>
Proposal 1(A):
Election of Class II
Directors..................... Yes No
Proposal 1(B):
Election of a Class III
Director...................... Yes No
Proposal 2:
Election of Preferred
Directors..................... No Yes
Proposal 3:
Ratification of Selection of
Independent Public
Accountants................... Yes Yes
Proposal 4:
Transact Any Other Business
Properly Before the Meeting... Yes Yes
</TABLE>

The Board of Directors has fixed the close of business on February 21, 2000
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment or postponement thereof.
Shareholders on the record date will be entitled to one vote for each share
held. As of February 21, 2000, the Fund had outstanding 9,266,209 shares of
common stock, par value $0.001 per share and 1,200 shares of Auction Market
Preferred Stock, Series W-7, par value $0.001 per share.

1
<PAGE>

The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named on the enclosed proxy card 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, 1999, 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, L.P., at P.O. Box 9095,
Princeton, New Jersey 08543-4600, Telephone: 1-800-543-6217.

PROPOSAL 1: ELECTION OF 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.

PROPOSAL 1(A): ELECTION OF CLASS III DIRECTORS

Rt. Hon. Malcolm Fraser, William J. Potter, Peter D. Sacks and Brian M.
Sherman, Directors who were elected to serve until the Meeting, have been
nominated by the Board of Directors of the Fund, including the Directors who
are not interested persons of the Fund, to serve as Class II Directors for a
three-year term to expire at the Annual Meeting of Shareholders to be held in
2003 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 on the enclosed proxy card to vote
for the election of the persons listed below under Class II for a three-year
term. The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such inability, the
proxies received will be voted for such substituted nominees as the Board of
Directors may recommend.

The following table sets forth certain information concerning each of the
Fund's nominees for election as a Director and each Director of the Fund. Each
of the Fund's nominees is currently a Director of the Fund.

Class II (Current Directors and Nominees for a Term
Expiring at the Annual Meeting to be held in 2003)

<C> <S> <C> <C> <C>
Rt. Hon. Malcolm Fraser, Former Prime Minister of 69 1992 0
A.C., C. H. + Australia. Mr. Fraser
44/55 Collins Street has over 20 years of
Melbourne, Victoria 3000 experience in
Australia economics, global
financial markets and
management of private
investments. He has
been a member of the
Advisory Board of the
Investment Company of
America, a company in
the Capital Group of
funds, a consultant to
the Prudential
Insurance Company of
America, a member of
the Consultative Board
of Directors for ANZ
Bank and a consultant
to Nomura Securities.
Mr. Fraser is a
specialist in world
economic relationships,
geo-political affairs
and government and
private sector
interrelationships and
is an international
consultant on
political, economic and
strategic affairs.
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
Shares
Business Experience, Beneficially
Present Office Owned and
Name and Address with the Fund, Principal % of Total
of Each Director or Occupation or Employment Director Outstanding
Nominee and Directorships Age Since on 10/31/99 (1)
------------------------ ------------------------ --- -------- ---------------
<C> <S> <C> <C> <C>
Director, The First
Australia Fund, Inc.
(since 1985), The First
Australia Prime Income
Fund, Inc. (since 1986)
and First Australia
Prime Income Investment
Company Limited (since
1986); Partner, Nareen
Pastoral Company
(agriculture) (until
1998); President, CARE
International (1990-
1995).
William J. Potter+++ Mr. Potter has extensive 51 1992 0
236 West 27th Street experience in
New York, NY 10001 investment banking and
fund management,
including senior
positions with Toronto
Dominion Bank, Barclays
Bank PLC and Prudential
Securities, Inc. and
board of director
positions with
investment funds
involving over $20
billion in assets
beginning in 1983. Mr.
Potter has been
involved in the
Australian capital
markets since 1974
including management
and board of director
positions with a noted
Australian brokerage
house. Mr. Potter is
President of a U.S.
investment bank and has
securities licenses in
the U.S. and Canada.
Mr. Potter also has
securities underwriting
experience in various
capital markets with an
emphasis on natural
resources.
Director, The First
Australia Fund, Inc.
(since 1985), The First
Australia Prime Income
Fund, Inc. (since 1986)
and First Australia
Prime Income Investment
Company Limited (since
1986); President,
Ridgewood Group
International Ltd.
(international
consulting/investment
banking) (since 1989);
President, Ridgewood
Capital Funding, Inc.
(NASD) (private
placement securities)
(since 1989); Director,
Impulsora del Fondo
Mexico; Director,
International Panorama
Inc.; Director,
National Foreign Trade
Counsel; Director,
Longevity International
Ltd.; Director,
Alexandria Bancorp
(banking group in
Cayman Islands);
Partner, Sphere Capital
Partners (corporate
consulting) (1989-
1997).
Peter D. Sacks++ Mr. Sacks' career has 54 1992 250
33 Yonge Street spanned 20 years in
Suite 706 executive positions in
Toronto, Ontario M5E 1G4 treasury management
Canada with CIBC, Chase
Manhattan Bank and
Midland Bank. He is
currently president and
director of Toron
Capital Markets, Inc.,
a company which he
established in 1988 to
design and manage
customized hedging
solutions for
institutional clients
with commodity risks
and currency and
interest rate
exposures.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
Business Experience,
Present Office Shares
with the Fund, Beneficially
Principal Owned and
Name and Address Occupation or % of Total
of Each Director or Employment Director Outstanding
Nominee and Directorships Age Since on 10/31/99 (1)
------------------------ ----------------------- --- -------- ---------------
<C> <S> <C> <C> <C>
Director, The First
Australia Fund, Inc.
(since June 1999),
The First Australia
Prime Income Fund,
Inc. (since 1993) and
First Australia Prime
Income Investment
Company Limited (since
December 1998);
President, Toron
Capital Management
Inc. (investment
management) (since
1997) and Toron
Capital Markets, Inc.
(currency and interest
rate risk advice and
management) (since
1988); President and
Director, First
Horizons Holdings
Limited (Canadian
mutual fund
distributor).
Brian M. Sherman* Mr. Sherman is Chairman 56 1992 201,308
Level 3 of The First
190 George Street Commonwealth Fund and
Sydney, N.S.W. 2000 Chairman of EquitiLink
Australia Australia Limited, the
Fund's Investment
Adviser. He has 35
years experience in
international funds
management,
stockbroking and in
particular 23 years in
the funds management
industry in Australia,
managing money in
equities and bonds.
Vice President (since
1992) and Chairman
(since 1995) of the
Fund; President and
Director, The First
Australia Fund, Inc.
(since 1985) and The
First Australia Prime
Income Fund, Inc.
(since 1986); Joint
Managing Director
(since 1986) and
Chairman (since 1995),
First Australia Prime
Income Investment
Company Limited;
Chairman, EquitiLink
Limited (holding
company) (since 1986);
Chairman and Joint
Managing Director,
EquitiLink Australia
Limited (since 1981);
Chairman and Director,
EquitiLink Holdings
Limited (holding
company) (since 1998);
Director, EquitiLink
International
Management Limited
(since 1985); Joint
Managing Director,
MaxiLink Limited
(investment company)
(since 1987) and
EquitiLink eLink
Limited (investment
company) (since 1994);
Director, Ten Group
Pty. Limited (since
1994) and Ten Network
Holdings Limited
(commercial television
operator) (since
1998); Director,
Sydney Organizing
Committee for the
Olympic Games.

Class III (Term Expiring at the Annual Meeting to be held in 2001)

Michael Gleeson-White, Mr. Gleeson-White has 74 1992 1,000
A.O. over 40 years'
9A Wellington Street experience in
Woollahra, N.S.W. 2025 investment banking,
Australia including 20 years as
a partner with
stockbroking firm Ord
Minnett. He was for
many years an
executive director
with the Schroder
Group, merchant
bankers of London, and
headed both their
Australian and
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
Business Experience,
Present Office Shares
with the Fund, Beneficially
Principal Owned and
Name and Address Occupation or % of Total
of Each Director or Employment Director Outstanding
Nominee and Directorships Age Since on 10/31/99 (1)
------------------------ ----------------------- --- -------- ---------------
<C> <S> <C> <C> <C>
Singapore operations.
He has served on the
boards of a number of
insurance companies
and other specialist
funds management
groups.
Director, First
Australia Prime Income
Investment Company
Limited (since 1986);
Director, MaxiLink
Limited (investment
company) (since 1987);
Deputy Chairman, Art
Gallery of New South
Wales Foundation;
Director, Cleveland
Shopping Centre Pty.
Ltd.; Consultant,
EquitiLink Limited
(1990-1996).
John T. Sheehy++ Mr. Sheehy has over 30 57 1992 0
235 Montgomery Street years' experience in
Suite 300 investment banking,
San Francisco, CA 94104 including with J. P.
Morgan & Company and
Bear, Stearns & Co.
Inc. His specialty
areas include
securities valuation,
public offerings and
private placements of
debt and equity
securities, mergers
and acquisitions and
management buyout
transactions.
Director, The First
Australia Fund, Inc.
(since 1985), The
First Australia Prime
Income Fund, Inc.
(since 1986) and First
Australia Prime Income
Investment Company
Limited (since 1986);
Managing Director, The
Value Group LLC
(investment banking)
(since 1997);
Director, Video City,
Inc. (video retail
merchandising) (since
1997); Managing
Director, Black &
Company (investment
banking) (1996-1997);
Managing Director,
Sphere Capital
Partners (investment
banking) (1987-1996);
Director, Sandy
Corporation (corporate
consulting,
communication and
training) (1986-
January 1996).
Warren C. Smith Mr. Smith is a Managing 44 1992 0
1002 Sherbrooke St. West Editor with The Bank
Suite 1600 Credit Analyst
Montreal, Quebec H3A 3L6 Research Group,
Canada independent publishers
of financial market
research since 1949.
Since 1982, he has
helped direct the
firm's investment
strategy, and has been
editor of several U.S.
and international
publications. He also
has developed and
edited new
institutional research
products since 1989.
Mr. Smith lectures to
investment groups
around the globe.
Director, First
Australia Prime Income
Investment Company
Limited (since 1993);
Managing Editor, BCA
Publications Ltd.
(financial
publications,
including The Bank
Credit Analyst) (since
1982).
</TABLE>

5
<PAGE>

Class I (Term Expiring at the Annual Meeting to be held in 2002)

<C> <S> <C> <C> <C>
David Lindsay Elsum, Mr. Elsum has over 20 62 1992 650
A.M.++ years' experience in
9 May Grove investment and
South Yarra, Victoria insurance markets. He
3141 is a member of the
Australia Australian Securities
and Investment
Commission Takeover
Panel and a member of
the Australian
Government
Administrative Appeals
Tribunal. Previously he
was founding Managing
Director of Capel Court
Investment Bank and
subsequently Chief
Executive of major
public companies
including The MLC
Limited (insurance) and
President of the State
of Victoria
Superannuation Fund
(pension fund
management).
Director, The First
Australia Fund, Inc.
(since 1985), The First
Australia Prime Income
Fund, Inc. (since 1986)
and First Australia
Prime Income Investment
Company Limited (since
1986); Director,
MaxiLink Limited
(investment company);
Chairman, Audit
Victoria; Chairman,
Melbourne Wholesale
Fish Market Ltd.;
Chairman, Queen
Victoria Market;
Chairman, Stodart
Investment Pty. Ltd;
Director, EquitiLink
eLink Limited
(investment company);
Director, Financial
Planning Association.
Laurence S. Freedman* Mr. Freedman has over 35 56 1992 273,108
Level 3 years of experience in
190 George Street funds management, with
Sydney, N.S.W. 2000 a focus on global
Australia investment analysis.
Prior to founding
EquitLink in 1981, he
was Director of
Investment at BT
Australia Limited. Mr.
Freedman's areas of
fund management
specialization include
investment in resource
and development
companies,
international economies
and the geo-political
impact on investment
markets.

President of the Fund
(since 1992); Chairman,
(since 1995) and
President and Director
(since 1985), The First
Australia Fund, Inc.;
Chairman (since 1995)
and Vice President and
Director (since 1986),
The First Australia
Prime Income Fund,
Inc.; Joint Managing
Director, First
Australia Prime Income
Investment Company
Limited (since 1986);
Founder and Joint
Managing Director,
EquitiLink Australia
Limited (since 1981);
Director, EquitiLink
Limited (holding
company) (since 1986),
EquitiLink Holdings
Limited (holding
company) (since 1998)
and EquitiLink
International
Management Limited
(since 1985); Chairman
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
Shares
Business Experience, Beneficially
Present Office Owned and
Name and Address with the Fund, Principal % of Total
of Each Director or Occupation or Employment Director Outstanding
Nominee and Directorships Age Since on 10/31/99 (1)
------------------------ ------------------------ --- -------- ---------------
<C> <S> <C> <C> <C>
and Joint Managing
Director, MaxiLink
Limited (investment
company) (since 1987)
and EquitiLink eLink
Limited (investment
company) (since 1994);
Managing Director, Link
Enterprises
(International) Pty.
Limited (investment
management company)
(since 1980); Director,
Ten Group Pty. Limited
(since 1994) and Ten
Network Holdings
Limited (commercial
television operator)
(since 1998).
David Manor* Mr. Manor is a Managing 59 1992 0
P.O. Box 578 Director of EquitiLink
17 Bond Street International
St. Helier, Jersey Management Limited, the
Channel Islands JE4 5XB Fund's Investment
Manager. He has
previously served as an
Executive Director of
EquitiLink Australia
Limited, the Fund's
Investment Adviser, and
as Chief Executive of
the Australian division
of an international
trade finance
corporation.
Treasurer of the Fund;
Director and Treasurer,
The First Australia
Prime Income Fund, Inc.
(since 1988);
Treasurer, The First
Australia Fund, Inc.
and First Australia
Prime Income Investment
Company Limited;
Executive Director,
EquitiLink Australia
Limited and EquitiLink
Limited (holding
company) (1986-1998);
Director, EquitiLink
International
Management Limited
(since 1987).
E. Duff Scott+ Mr. Scott is currently 63 1992 5,000
70 University Avenue President of Multibanc
Suite 400 Financial Corporation
Toronto, Ontario M4N 3J6 and Multibanc NT
Canada Financial Corporation,
investment holding
companies. He also
serves as Chairman of
QLT Phototherapeutics,
a biopharmaceutical
company.
Director, First
Australia Prime Income
Investment Company
Limited (since 1989);
President, Multibanc
Financial Corporation
and Multibanc NT
Financial Corporation
(investment holding
companies) (since
1990); Chairman, QLT
Phototherapeutics
(biopharmaceuticals)
(since 1991); Chairman,
Peoples Jewelers
Corporation (retail
jeweler); Director,
Perle Systems Inc.
(computers) (since
1997); Director, Cedara
Software Corp. (medical
imaging) (since 1996).
</TABLE>

7
<PAGE>

- -------------------
* 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 and Manor 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. See "Further
Information Regarding Directors and Officers--Relationship of Directors or
Nominees with the Investment Adviser and the Investment Manager."

+ Messrs. Fraser, Potter and Scott are members of the Audit Committee.

++ Messrs. Elsum, Potter, Sacks and Sheehy are members of the Contract Review
Committee.

(1) The information as to beneficial ownership as of October 31, 1999 is based
on statements furnished to the Fund by the Directors and nominees. As
controlling shareholders of the Investment Manager and EquitiLink Limited,
Messrs. Freedman and Sherman share voting and investment power for 201,308
shares of the Fund's common stock owned by the Investment Manager,
EquitiLink Limited and EquitiLink USA, Inc. With the exception of those
201,308 shares, which constituted approximately 2.17% of the outstanding
shares of common stock of the Fund as of October 31, 1999, all shares
listed in this table were owned with sole voting and investment power. In
the aggregate, all of the shares in the table represented approximately
3.02% of the total shares of common stock outstanding as of October 31,
1999. Excluding the shares owned by Messrs. Freedman and Sherman, the
Directors of the Fund representing the common stock, as a group, including
Mr. Miles (see Proposal 1(B)), owned approximately 0.07% of the total
shares of common stock outstanding as of October 31, 1999 and no shares of
the Fund's preferred stock.

In addition to Messrs. Sherman and Freedman, Mr. David Manor, Ms. Ouma
Sananikone-Fletcher and Mr. Barry Sechos, as set forth below, serve as
executive officers of the Fund. As of October 31, 1999, the executive officers
of the Fund owned no shares of the Fund's common or preferred stock.

<TABLE>
<CAPTION>
Name and Principal Present Office Present Principal
Business Address with the Fund Occupation
- ------------------------ --------------------------- --------------------------------------
<S> <C> <C>
David Manor Treasurer Managing Director, EquitiLink
EquitiLink International Management Limited
International
Management Limited
P.O. Box 578
St. Helier, Jersey
Channel Islands JE4 5XB
Ouma Sananikone-Fletcher Assistant Vice President -- Chief Executive Officer, EquitiLink
EquitiLink Australia Chief Investment Officer Australia Limited
Limited
Level 3, 190 George
Street
Sydney, NSW 2000
Australia
Barry G. Sechos Assistant Treasurer Director, EquitiLink Australia Limited
EquitiLink Australia
Limited
Level 3, 190 George
Street
Sydney, NSW 2000
Australia
</TABLE>

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 II nominees to the Fund's Board of Directors.

8
<PAGE>

PROPOSAL 1(B): ELECTION OF A CLASS III DIRECTOR

Effective December 1999, Sir Roden Cutler, a Class III Director, resigned
from the Board of Directors. At its meeting in December 1999, the Board of
Directors, including the Directors who are not interested persons of the Fund,
appointed Neville J. Miles to fill the resulting vacancy. If elected, Mr.
Miles will serve as a Class III Director for the remainder of Sir Roden
Cutler's term which expires at the Annual Meeting of Shareholders to be held
in 2001 and until his successor is duly elected and qualified. He has
indicated an intention to serve if elected and has consented to be named in
this Proxy Statement.

It is the intention of the persons named on the enclosed proxy card to vote
for the election of Mr. Miles. The Board of Directors of the Fund knows of no
reason why Mr. Miles would be unable to serve but in the event of any such
inability, the proxies received will be voted for such substituted nominee as
the Board of Directors may recommend.

The following table sets forth certain biographical information concerning
Mr. Miles.

The Board of Directors recommends that holders of common stock vote FOR the
election of the nominee 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 Investment Company Act of 1940, as amended (the "1940
Act"), requires that the holders of any preferred shares, voting separately as
a single class without regard to series, have the right to elect at least two
Directors at all times. Dr. Anton E. Schrafl and Michael R. Horsburgh have
been nominated by the Board of Directors of the Fund, including the Directors
who are not interested persons of the Fund, 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

9
<PAGE>

Directors until the Annual Meeting of Shareholders to be held in 2001. The
nominees have indicated an intention to continue to serve if elected and have
consented to be named in this Proxy Statement.

It is the intention of the persons named in the enclosed proxy to vote for
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 shall recommend.

The following table sets forth certain biographical information concerning
each of the nominees as a Preferred Director of the Fund.

<TABLE>
<CAPTION>
Shares
Business Experience, Beneficially
Present Office Owned and
Name and Address with the Fund, Principal % of Total
of Each Director or Occupation or Employment Director Outstanding
Nominee and Directorships Age Since on 10/31/99 (1)
------------------------ ------------------------ --- -------- ---------------
<C> <S> <C> <C> <C>
Michael R. Horsburgh Mr. Horsburgh has over 54 1994 0
Suite 2213, Kyobo 30 years' experience in
Building investment banking and
1, 1-ka, Chongro, management. He is
Chongro-ku currently a consultant
Seoul 110-714 for Durham Asset
South Korea Management--Malaysia, a
financial industry
consulting firm. In
that position, he
provides consulting
services to ABN AMRO
Asia Ltd., a Hong Kong
registered securities
company.
Director, The First
Australia Fund, Inc.
(since 1985) and The
First Australia Prime
Income Fund, Inc.
(since 1986); Executive
Vice President, Hannuri
Securities & Investment
(October 1997-September
1999); Director, The
First Hungary Fund
(Jersey investment
company) and Luxonen
(Luxemborg investment
company); Director and
Managing Director,
Carlson Investment
Management, Inc. (1991-
October 1997); Director
and Chief Executive
Officer, Horsburgh
Carlson Investment
Management, Inc. (1991-
1996).
Dr. Anton E. Schrafl Dr. Schrafl is currently 67 1993 0
Talstrasse 83 Deputy Chairman of
CH-8001 Zurich "Holderbank" Financiere
Switzerland Glaris Ltd., a global
manufacturer and
distributor of cement
and allied products. He
also serves on the
Board of Directors of
Franke Holding AG, a
global supplier of
kitchen systems and
equipment, and
Organogenesis, Inc., a
medical products
company involved in
cell culture.
Director, The First
Commonwealth Fund, Inc.
(since 1993); Director,
First Australia Prime
Income Investment
Company Limited.
</TABLE>

- -------------------
(1) As of October 31, 1999, the Preferred Directors of the Fund as a group
owned no shares of the Fund's common or preferred stock.

10
<PAGE>

Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."

The Board of Directors recommends that holders of preferred stock vote FOR
the election of the two nominees as Preferred Directors to the Fund's Board of
Directors.

PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Fund, including the Directors who are not
interested persons of the Fund, has selected PricewaterhouseCoopers LLP
("PwC"), independent public accountants, to examine the financial statements
of the Fund for the fiscal year ending October 31, 2000. This appointment is
subject to ratification or rejection by the shareholders of the Fund.

Audit services performed by PwC during the most recent fiscal year included
examination of the financial statements of the Fund, services related to
filings with the Securities and Exchange Commission and consultation on
matters performed by the firm related to the preparation and filing of tax
returns. During the Fund's fiscal year ended October 31, 1999, PwC also
provided consulting services to the Fund. The Fund knows of no direct or
indirect financial interest of PwC in the Fund.

Representatives of PwC 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 PwC as independent public accountants for the fiscal year
ending October 31, 2000.

PROPOSAL 4: OTHER BUSINESS

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 on the
enclosed proxy card 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, as amended (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 investment adviser, affiliates of
the investment manager or investment 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
("SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the Fund with copies of all such filings.

Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end
reports were required for those persons, the Fund believes that during the
fiscal year ended October 31, 1999, its Reporting Persons complied with all
applicable filing requirements.

11
<PAGE>

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,
comprised of independent members of the Board, that reviews and makes
recommendations to the Board with respect to entering into, renewal or
amendment of the Management Agreement, the Advisory Agreement and the
Administration Agreement. The Board of Directors does not have a standing
nominating or compensation committee.

During the Fund's fiscal year ended October 31, 1999, the Board of
Directors held four regularly scheduled meetings and two special meetings, the
Audit Committee held two meetings, and the Contract Review Committee held one
meeting. Each of the Directors then in office (except Messrs. Fraser, Schrafl
and Scott) attended at least 75% of the aggregate number of regularly
scheduled meetings of the Board of Directors and all of the Committees of the
Board on which he served.

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 Messrs. Bieber
and Sechos and Ms. Sananikone-Fletcher, all of whom have served the Fund since
its inception, are as follows: Laurence S. Freedman (age 56), President; Brian
M. Sherman (age 56), Vice President; David Manor (age 59), Treasurer; Ouma
Sananikone-Fletcher (age 41), Assistant Vice President-Chief Investment
Officer; Barry G. Sechos (age 38), Assistant Treasurer; Roy M. Randall (age
63), Secretary; Allan S. Mostoff (age 67), Assistant Secretary; Sander M.
Bieber (age 49), Assistant Secretary; and Margaret A. Bancroft (age 61),
Assistant Secretary.

The respective principal occupations during the past five years 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(A): Election of
Class II Directors"; Ouma Sananikone-Fletcher, Investment Director, EquitiLink
Australia Limited (since 1994), Chief Executive Officer, EquitiLink Australia
Limited (since 1997), Director, EquitiLink Holdings Limited (since 1998) and
Executive Director, Banque Nationale de Paris (1986-1994); Barry G. Sechos,
General Counsel, EquitiLink Australia Limited (since 1993), Director,
EquitiLink Australia Limited (since 1994) and Director, EquitiLink Holdings
Limited (since 1998); Roy M. Randall, Partner of Stikeman, Elliott (Australian
office of Canadian law firm) (since 1997) and Partner, Freehill Hollingdale &
Page (1981-1996); Allan S. Mostoff, Sander M. Bieber 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 an amended and restated management agreement dated
September 9, 1999 and an 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 17 Bond Street, St.
Helier, Jersey, Channel Islands. The Investment Adviser is an indirect wholly-
owned subsidiary of EquitiLink Holdings Limited, an Australian corporation.
The registered offices of the Investment Adviser and EquitiLink Holdings
Limited are located at Level 3, 190 George Street, Sydney, N.S.W., Australia.

Messrs. Freedman and Sherman, both Directors of the Fund, serve as
directors of the Investment Manager. Mr. Manor, a Director of the Fund, is
also Managing Director of the Investment Manager. In addition, Messrs.
Freedman and Sherman are the principal shareholders of the Investment Manager,
and Mr. Manor is an affiliate of entities which are also shareholders of the
Investment Manager. Messrs. Freedman and Sherman also serve as, respectively,
Joint Managing Director, and Joint Managing Director and Chairman of the
Investment Adviser. Messrs. Freedman and Sherman are the principal
shareholders of EquitiLink Holdings Limited, of which Mr. Manor is also a
shareholder.

12
<PAGE>

Under the terms of an Investor Relations Services Agreement, EquitiLink
USA, Inc., a wholly-owned subsidiary of the Investment Manager, provides
investor relations services to the Fund for a monthly retainer of $4,000.

Mr. Gleeson-White was a shareholder of EquitiLink Limited, the direct
parent of the Investment Adviser, until August 12, 1998, when he sold his
remaining shares of EquitiLink Limited to the major shareholders of the
corporation as part of the privatization of EquitiLink 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,
1999. 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 Fund and
Associated Funds Paid to Directors," the number in parentheses indicates the
total number of boards in the fund complex on which the Director serves.

Compensation Table
Fiscal Year Ended 10/31/99

<TABLE>
<CAPTION>
Total
Pension or Estimated Compensation
Aggregate Retirement Annual From Fund and
Compensation Benefits Accrued Benefits Associated Funds
From As Part of Upon Paid to
Name of Person, Position Registrant Fund Expenses Retirement Directors
- ------------------------ ------------ ---------------- ---------- ----------------
<S> <C> <C> <C> <C>
Sir Roden Cutler*....... $10,600 N/A N/A $41,850(3)
David Lindsay Elsum..... 11,950 N/A N/A 42,200(3)
Rt. Hon. Malcolm
Fraser................. 10,300 N/A N/A 40,550(3)
Laurence S. Freedman.... 0 N/A N/A 0(3)
Michael Gleeson-White... 6,692 N/A N/A 6,692(1)
David Manor............. 0 N/A N/A 0(2)
William J. Potter....... 14,000 N/A N/A 64,250(3)
Peter D. Sacks.......... 13,000 N/A N/A 43,250(3)
E. Duff Scott........... 12,000 N/A N/A 12,000(1)
John T. Sheehy.......... 13,500 N/A N/A 44,750(3)
Brian M. Sherman........ 0 N/A N/A 0(3)
Warren C. Smith......... 12,500 N/A N/A 12,500(1)
Preferred Directors:
Dr. Anton E. Schrafl.... 10,900 N/A N/A 28,650(2)
Michael R. Horsburgh.... 11,500 N/A N/A 40,750(3)
</TABLE>
- -------
*Sir Roden Cutler retired from the Board of Directors effective December 1999.

13
<PAGE>

ADDITIONAL INFORMATION

Expenses. The expense of preparation, printing and mailing of the enclosed
proxy card and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the
Meeting, supplementary solicitation may be made by mail, telephone, telegraph
or personal interview. Such solicitation may be conducted by, among others,
officers, Directors and employees of the Fund, the Investment Manager, the
Investment Adviser or State Street Bank and Trust Company, the Transfer Agent
of the Fund. Innisfree M&A ("Innisfree") may be retained to assist in the
solicitation of proxies. If retained, Innisfree will be paid approximately
$6,000 by the Fund and the Fund will reimburse Innisfree for its related
expenses. Solicitation of proxies is being made primarily by the mailing of
this Proxy Statement with its enclosures on or about February 25, 2000.

Vote Required. The presence at any shareholders' meeting, in person or by
proxy, of shareholders entitled to cast a majority of the votes entitled to be
cast shall be necessary and sufficient to constitute a quorum for the
transaction of business. In the event that the necessary quorum to transact
business or the vote required to approve or reject any proposal is not
obtained at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting in accordance with applicable law, to permit
further solicitation of proxies with respect to any proposal which did not
receive the vote necessary for its passage or to obtain a quorum. With respect
to those proposals for which there is represented a sufficient number of votes
in favor, actions taken at the Meeting will be effective irrespective of any
adjournments with respect to any other proposals. Any such adjournment will
require the affirmative vote of the holders of a majority of the Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled
to vote in favor of any proposal and will vote against any such adjournment
those proxies to be voted against that proposal. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" will be treated as shares that are present but which
have not been voted. Broker non-votes are proxies received by the Fund from
brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor
has discretionary power to vote on a particular matter. Accordingly,
shareholders are urged to forward their voting instructions promptly.

Approval of the election of Class II Directors to the Board of Directors
(Proposal 1(A)) and approval of the election of a Class III Director to the
Board of Directors (Proposal 1(B)) will require the affirmative vote of a
majority of the shares of common stock present in person or by proxy at the
Meeting. Approval of the election of Preferred Directors to the Board of
Directors (Proposal 2) will require the affirmative vote of a majority of the
shares of preferred stock present in person or by proxy at the Meeting.
Abstentions and broker non-votes will have the effect of a "no" vote for these
proposals.

Ratification of the selection of the independent public accountants
(Proposal 3) and approval to transact any other business as may properly come
before the Meeting (Proposal 4) will require the affirmative vote of a
majority of the votes of the common and preferred stock, voting together as a
single class, validly cast at a meeting at which a quorum is present.
Abstentions and broker non-votes will have no effect on the vote on these
proposals since they are not considered votes cast.

Beneficial Ownership. The only persons known by the Fund to be the
beneficial owners of 5% or more of the Fund's shares are EquitiLink
International Management Limited, EquitiLink Limited, EquitiLink USA, Inc.,
Laurence Freedman and Brian Sherman, which as a group on January 21, 2000
filed a Schedule 13D indicating that as of such date they were the beneficial
owners of an aggregate of 483,681 shares of common stock of the Fund,
representing approximately 5.22% of the total outstanding shares of common
stock on that date. Mr. Freedman (through Link Traders (Aust.) Pty Limited, a
private company controlled by Mr. Freedman) owns 72,223 (0.779%) shares with
sole voting and dispositive power for all such shares. Messrs. Freedman and
Sherman each share voting and dispositive power with each of EquitiLink
International Management Limited, EquitiLink Limited and EquitiLink USA, Inc.
with respect to 11,508 (0.124%), 226,600 (2.445%) and 173,350 (1.871%) shares,
respectively.

14
<PAGE>

Shareholder Proposals. If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders of the Fund to be held in 2001 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the offices of the
Fund by October 28, 2000.

Shareholders wishing to present proposals at the Annual Meeting of
Shareholders of the Fund to be held in 2001 which they do not wish to be
included in the Fund's proxy materials should send written notice to the
Secretary of the Fund of such proposals no sooner than November 22, 2000 and no
later than December 22, 2000 in the form prescribed in the Fund's By-Laws.

By Order of the Board of Directors,
Roy M. Randall, Secretary

800 Scudders Mill Road
Plainsboro, New Jersey 08536
February 25, 2000

15
<PAGE>

PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- March 22, 2000

The undersigned hereby appoints Laurence S. Freedman, William J. Potter, and
Brian M. Sherman, and each of them, the proxies of the undersigned, with power
of substitution to each of them, to vote all shares of the common stock of The
First Commonwealth Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of The First Commonwealth Fund, Inc. to be held
at Prudential Securities Incorporated, One Seaport Plaza, New York, New York on
March 22, 2000 at 3:00 p.m. (Eastern time) and at any adjournment or
postponement thereof. By signing this proxy card on the reverse side, the
undersigned authorizes the appointed proxies to vote in their discretion on any
other business which may properly come before the meeting or any adjournments or
postponements thereof.

- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ ________________________________
_______________________________ ________________________________
_______________________________ ________________________________
<PAGE>

(X) PLEASE MARK VOTES
AS IN THIS EXAMPLE

This proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Items 1(A), 1(B) AND 3.

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

COMMON STOCK

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

Control Number:

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

Shareholder sign here ___________________ Co-owner sign here ________________

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

1.(A) The election of four Directors to serve as Class II Directors for a
three-year term.

For All Nominees Withhold For All Except
<S> <C> <C> <C>
(01) Rt. Hon. Malcolm Fraser / / / / / /
(02) William J. Potter / / / / / /
(03) Peter D. Sacks / / / / / /
(04) Brian M. Sherman / / / / / /
</TABLE>

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).

1.(B) The election of a Class III Director for a term to expire in 2001.

For Nominee Withhold
(05) Neville J. Miles / / / /

3. To ratify the selection of For Against Abstain
PricewaterhouseCoopers LLP / / / / / /
as independent public accountants of
the Fund for the fiscal year ending
October 31, 2000.

4. In their discretion on any other business which may properly come before
the meeting or any adjournments or postponements thereof.

RECORD DATE SHARES:
<PAGE>

PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- March 22, 2000

The undersigned hereby appoints Laurence S. Freedman, William J. Potter, and
Brian M. Sherman, and each of them, the proxies of the undersigned, with power
of substitution to each of them, to vote all shares of the Auction Market
Preferred Stock Series W-7 of The First Commonwealth Fund, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of The
First Commonwealth Fund, Inc. to be held at Prudential Securities Incorporated,
One Seaport Plaza, New York, New York on March 22, 2000 at 3:00 p.m. (Eastern
time) and at any adjournment or postponement thereof. By signing this proxy
card on the reverse side, the undersigned authorizes the appointed proxies to
vote in their discretion on any other business which may properly come before
the meeting or any adjournments or postponements thereof.

- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund.
Joint owners should each sign personally. Trustee 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.
- --------------------------------------------------------------------------------

(X) PLEASE MARK VOTES
AS IN THIS EXAMPLE

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

AUCTION MARKET PREFERRED STOCK SERIES W-7

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

CONTROL NUMBER:

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

Shareholder sign here ___________________ Co-owner sign here________________

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

The proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Items (2) AND (3).

2. To elect two Directors to represent the interests of the holders of
preferred stock for the ensuing year.

For All Nominees Withhold For All Except
<S> <C> <C> <C>
(01) Michael R. Horsburgh / / / / / /
(02) Anton E. Schrafl / / / / / /
</TABLE>

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 OF THE NOMINEE.
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE.

3. To ratify the selection of For Against Abstain
PricewaterhouseCoopers LLP / / / / / /
as independent public accountants of
the Fund for the fiscal year ending
October 31, 2000.

4. In their discretion on any other business which may properly come before
the meeting or any adjournments or postponements thereof.

RECORD DATE SHARES: