Edgar Filing: FIRST COMMONWEALTH FUND INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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 Section 240.14a-12

THE FIRST COMMONWEALTH FUND, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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(1) Title of each class of securities to which transaction applies:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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[FCO LOGO] 800 Scudders Mill
Road
Plainsboro, New
Jersey 08536
(609) 282-4600

March 19, 2001

Dear Shareholder:

The Annual Meeting of Shareholders is to be held at 3:00 p.m. (Eastern
time), on Thursday, April 19, 2001 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 III Directors for a three-year term and the holders of the Fund's
preferred stock will vote separately as a single class to elect two additional
Directors. 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.

MARTIN J. GILBERT
Chairman

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.

Following the acquisition of the Fund's investment manager and investment
adviser by Aberdeen Asset Management, PLC, the name of the investment manager
was changed from EquitiLink International Management Limited to Aberdeen Asset
Managers (C.I.) Limited, and the name of the investment adviser was changed
from EquitiLink Australia Limited to Aberdeen Asset Management Limited.

EFFECTIVE MAY 1, 2001, YOUR FUND WILL HAVE A NEW NAME:

ABERDEEN COMMONWEALTH INCOME FUND, INC.

Stock Exchange Symbol: FCO

THE FIRST COMMONWEALTH FUND, INC.

800 Scudders Mill Road
Plainsboro, New Jersey 08536

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 19, 2001

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, April 19, 2001, at 3:00 p.m. (Eastern time), for the following
purposes:

(1) To elect three 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 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 March 5, 2001 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
March 19, 2001

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.

PROXY STATEMENT

THE FIRST COMMONWEALTH FUND, INC.

800 Scudders Mill Road
Plainsboro, New Jersey 08536

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

Annual Meeting of Shareholders
April 19, 2001

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

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 Thursday, April 19, 2001, at 3:00 p.m. (Eastern time). The
approximate mailing date for this Proxy Statement is March 19, 2001 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 Proposal 1, and proxies submitted
by holders of the Fund's preferred stock will be voted FOR Proposal 2. 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.
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).

Shareholders may vote using the enclosed postage pre-paid proxy card.
Shareholders may also vote by telephone or internet. To vote by telephone or
internet, shareholders should follow the instructions contained on their proxy
card.

The presence at the Meeting, in person or by proxy, of the stockholders
entitled to cast a majority of all the votes entitled to be cast at the
Meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business with respect to the Fund. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker non-votes (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular proposal with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present.

Approval of the election of Class III Directors to the Board of Directors
(Proposal 1) 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 are treated as
present and will have the effect of a vote "against" each Proposal. Proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on the Proposals will be voted "for" each Proposal.

In the event that the necessary quorum to transact business at the Meeting
is not obtained or a quorum is present at the Meeting but sufficient votes to
approve the proposals are not received, the proxy holders may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any adjournment will require the affirmative vote of a

majority of those shares present at the Meeting in person or by proxy. If the
necessary quorum is not obtained, the persons named as proxies will vote in
favor of the adjournment. If a quorum is present, the proxy holders will vote
those proxies required to be voted "for" a proposal with respect to which
insufficient votes for approval have been received, in favor of such
adjournment, and will vote those proxies required to be voted "against" a
proposal, against adjournment.

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.

Solicitation of Vote
Solicitation of of
Vote of Preferred Stockholders
Common Stockholders (Series W-7)
------------------- ----------------------

Proposal 1:
Election of Class III Directors..... Yes No

Proposal 2:
Election of Preferred Directors..... No Yes

The Board of Directors has fixed the close of business on March 5, 2001 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 March 5, 2001, the Fund had outstanding 9,266,209 shares of common
stock, par value $0.01 per share and 1,200 shares of Auction Market Preferred
Stock, Series W-7, par value $0.01 per share.

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, 2000, and any more recent reports, to
any Fund shareholder upon request. To request a copy, please call or write to
Investor Relations, Aberdeen Asset Management, 45 Broadway, 31st Floor, New
York, New York 10006, Telephone: 1-800-522-5465.

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 whom, 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. Neville J.
Miles and Warren C. Smith, Directors who were elected to serve until the
Meeting, and Martin Gilbert, who was appointed to the board in February 2001,
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 III
Directors for a three-year term to expire at the Annual Meeting of
Shareholders to be held in 2004 and until their successors are duly elected
and qualified. Mr. Gilbert was appointed to the Board by the Board of
Directors, including the Directors who are not interested persons of the Fund,
to fill a vacancy on the Board of Directors. 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 III 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.

Shares
Beneficially
Owned and
% of Total
Principal Occupations and Employment for Director Outstanding
Name and Address Past Five Years and Other Directorships Age Since on 1/31/01(1)
---------------- ---------------------------------------- --- -------- -------------
Class III (Current Directors and Nominees for a Term
Expiring at the Annual Meeting to be held in 2004)

Martin J. Gilbert* Mr. Gilbert is the Chief Executive and an Executive 45 2001 0
One Albyn Place Director of Aberdeen Asset Management PLC, which
Aberdeen, Scotland was established in 1983 and is the parent company
AB10 1YG of the Fund's Investment Manager and Investment
Adviser. He is one of the founding directors of
Aberdeen Asset Management PLC and has been
involved in the investment management industry
since 1982 after he qualified as a chartered
accountant. He has been Chairman of the Board of
the Fund and of The First Australia Prime Income
Fund, Inc. since 2001.

Director, Aberdeen Smaller Companies Investment
Trust PLC (since 1995); Director, Aberdeen Asset
Management Asia Limited (since 1991); Director,
Aberdeen Asset Management Ireland Limited (since
1998); Director, Aberdeen Asset Management PLC
(since 1983); Director, Aberdeen Asset Managers
Jersey Limited (since 1999); Director, Aberdeen
Asset Managers Limited (since1987); Director,
Aberdeen Convertible Income Trust PLC (since
1995); Director, Aberdeen Development Capital PLC
(since 1986); Director, Aberdeen Emerging
Economies Investment Trust PLC (since 1993);
Director, Aberdeen Football Club PLC (since 1997);
Director, Aberdeen Fund Managers Inc (since 1995);
Director, Aberdeen Global Fund (since 1998);
Director, Aberdeen Graham Asset Management Limited
(since 1999); Director, Aberdeen International
Fund Managers Limited (since 1998); Director,
Aberdeen Investment Services S.A. (since 1998);
Director, Aberdeen International Fund PLC (since
1997); Director, Aberdeen Property Investors
Limited (since 2000); Director, Aberdeen Umbrella
Cash Fund PLC (since 1998); Director, Aberdeen
Unit Trust Managers Limited (since 1987);
Director, Aberdeen Fund Managers Ireland Limited
(since 2000); Director, APFM Wind-Up Limited
(since 1994); Director, Argosy Asset Management
Luxembourg SA (since 1991); Director, Balgranach
Properties Limited(since 1998); Director, Bogey
One Limited (since 1998); Director, Broadgate
Investment Trust PLC (since 1995); Director,
Chaucer Holdings PLC (since 1993); Director,
FirstGroup

PLC (since 1995); Director, Grampian Country Food
Group Limited (since 1996); Director, Grampain
Enterprises Limited (since 1997); Director,
Healthcare Reform Investment Trust PLC (since
1996); Director, Inner Workings Group PLC (since
1999); Director, Jersey Phoenix Trust Limited
(since 1999); Director, Lombard International
Assurance SA (since 1991); Director, New Asia
(Isle of Man) Limited (since 1996); Director,
Phoenix Aberdeen International Advisors LLC (since
1996); Director, Pointon York Nominees Limited
(since 1994); Director, Primary Health Properties
PLC (since 1996); Director, Property Management
Employment Services Limited (since 2000);
Director, Property Partners (Whitgift) Limited
(since 2000); Director, Regent Property Partners
(Residential) Limited (since 2000); Director,
Regent Property Partners (Retail Parks) Limited
(since 2000); Director, Scottish Medicine PLC
(since 1998); Director, Templar Hotels LTD (from
1985 to 1989, reappointed 1990); Director, Tenon
Nominees (since 1987); Director, The London Market
Fund PLC (since1999); Director, The Taverners
Trust PLC (since 2000)

Neville J. Mr. Miles has over 20 years of international 54 1999 0
Miles(degrees) 23 Regent investment banking experience. He was formerly
Street Paddington, head of Corporate Treasury at Westpac Banking
N.S.W. 2021 Australia Corporation and Managing Director of Ord Minnett
Securities Limited (stockbrokers). Mr. Miles has
extensive experience in the areas of corporate
acquisitions and equity offerings.

Director, The First Australia Fund, Inc. (since
1996) and The First Australia Prime Income Fund,
Inc. (since 1996); Chairman and Director, MTM
Funds Management Limited (property trust) (since
1998); Director, MaxiLink Limited (investment
company) and EquitiLink eLink Limited (investment
company); Executive Director, EL&C Ballieu Limited
(stockbroker) (from 1994 to 1997); Executive
Director, Ord Minnett Securities Limited
(stockbroker) (from 1988 to 1994).

Warren C. Smith Mr. Smith is a Managing Editor with The Bank Credit 45 1992 6,800
1002 Sherbrooke St. West Analyst Research Group, independent publishers of
Suite 1600 financial market research since 1949. Since 1982,
Montreal, Quebec H3A 3L6 he has helped direct the firm's investment
Canada 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).

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

David Lindsay Elsum, Mr. Elsum has over 20 years of experience in 63 1992 670
A.M.++ investment and insurance markets. He is a member
9 May Grove of the Australian Securities and Investment
South Yarra, Victoria 3141 Commission Takeover Panel and a member of the
Australia Australian Government Administrative Appeals
Tribunal. Previously, he was founding Managing
Director of Capel Court Investment Bank Chairman,
Stodart Investment Pty. Ltd, 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, QueenVictoria Market;
Director, EquitiLink eLink Limited (investment
company); Director, Financial Planning
Association.

Laurence S. Freedman* Mr. Freedman has over 35 years of experience in 57 1992 405,897
G.P.O. Box 4306 funds management with a focus on global investment
Sydney, N.S.W. 2001 analysis. Prior to founding EquitiLink in 1981, he
Australia 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.

Chairman (from 2000 to 2001) and President (from
1992 to 2001) of the Fund; Chairman, (from 1995 to
2001), President (from 1985 to 2000) and Director
(since 1985), The First Australia Fund, Inc.;
Chairman (from 1995 to 2000), Vice President (from
1986 to 2001) and Director (from 1986 to 2000),
The First Australia Prime Income Fund, Inc.; Joint
Managing Director, First Australia Prime Income
Investment Company Limited (from 1986 to 2001);
Founder and Joint Managing Director, EquitiLink
Australia Limited (from 1981 to 2000); Director,
EquitiLink Limited (holding company) (from 1986 to
2000), EquitiLink Holdings Limited (holding
company) (since 1998) and EquitiLink International
Management Limited (from 1985 to 2000); Chairman
(since 1987) and Joint Managing Director (from
1987 to 2000), MaxiLink Limited (investment
company); Joint Managing Director (from 1994 to
2000) and Director (since 1994), EquitiLink eLink
Limited (investment company); 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).

Sir David Rowe-Ham 140 Sir David Rowe-Ham has been Director and Chairman of 65 2001 0
Piccadilly Brewin Dolphin Holdings PLC, a fund manager and
London stockbroker listed on the L.S.E., since 1992.
United Kingdom W1VGFH

Director and Chairman, Roam Investments Ltd. (since
1984); Director and Chairman, Olayan Europe Ltd.
(since 1989); Director and Chairman, Coral
Products PLC (since 1995); Director and Chairman,
BNP Paribas South Asia Investment Co. Ltd. (since
1995); President, The Crown Agents Foundation
(since 1996); Director, St. David's Investment
Trust PLC (since 1996); Director and Chairman,
Aspect Internet Holdings Ltd. (since 2000);
Director, Chubb plc (since 2000).

E. Duff Scott Mr. Scott is currently President of Multibanc 64 1992 5,000
70 University Avenue Financial Corporation and Multibanc NT Financial
Suite 400 Corporation, investment holding companies. He also
Toronto, Ontario M4N 3J6 serves as Chairman of QLT Phototherapeutics, a
Canada biopharmaceutical company. Previously he was
Chairman of Peoples Jewelers Corporation (retail
jeweler).

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); Director, Perle
Systems Inc. (computers) (since 1997); Director,
Cedara Software Corp. (medical imaging) (since
1996); Director, Becker Milk Company (real
estate); Director, Pene Falls Paper; Director,
B Split Corporation (split share company);
Director, Telco Split Share Co. (split share
company); Director, Simmons Income Trust.

Class II
(Term Expiring at the Annual Meeting to be held in 2003)

William J. Mr. Potter has extensive experience in investment 52 1992 0
Potter+++(degrees) banking and fund management, including senior
236 West 27th Street positions with Toronto Dominion Bank, Barclays
New York, NY 10001 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
Australia 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, 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) (from 1989 to 1997).

Peter D. Sacks+++ Mr. Sacks' career has spanned 20 years in executive 55 1992 250
33 Yonge Street positions in treasury management with CIBC, Chase
Suite 706 Manhattan Bank and Midland Bank. He is currently
Toronto, Ontario M5E 1G4 president and director of Toron Capital Markets,
Canada 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.

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).

Hugh Young* Mr. Young has been in the financial services 42 2001 0
21 Church Street business since 1979. He has been an Executive
#01-01 Capital Square Two Director of Aberdeen Asset Management PLC (parent
Singapore 049480 company of the Fund's Investment Manager and
Investment Adviser) since 1991. He has also been
Managing Director of Aberdeen Asset Management
Asia Limited (affiliate of the Fund's Investment
Manager and Investment Adviser) since 1992 and
Managing Director of Aberdeen International Fund
Managers Limited since 2000. He has been President
of the Fund, of The First Australia Fund, Inc.,
and of The First Australia Prime Income Fund, Inc.
since 2001.

Director, Aberdeen Asia Total Return (since 1998);
Director, Aberdeen Asset Management PLC (since
1991); Director, Aberdeen Asian Smaller Companies
Investment Trust Limited (since 1995); Director,
Aberdeen Asian Smaller Companies Investment Trust
PLC (since 1995); Director, Aberdeen Emerging Asia
Investment Trust Limited (since 1990); Director,
Aberdeen Asset Management Asia Limited (since
1991); Director, Aberdeen India Fund Limited
(since 1996); Director, Aberdeen New Dawn
Investment Trust PLC (since 1989); Director,
Aberdeen New Thai Investment Trust PLC (since
1989); Director, Aberdeen International Fund
Managers Limited (since 1998); Director, Aberdeen
International Management Ireland Limited (since
2000); Director, Apollo Europe Fund Limited (since
1996); Director,

Apollo Investment Management Limited (since 1994);
Director, Apollo Hedge Fund (since 1996);
Director, Apollo Japan Fund Limited (since 1995);
Director Apollo Tiger Fund Limited (since 1994);
Director, Apollo Californian Fund Limited (since
1997); Director, JF Philippine Fund Ltd (since
1991); Director, MIMB Aberdeen Asset Management
Sdn. Bhd. (since 1998); Director, Phoenix Aberdeen
International Advisors PLC (since 1996); Director,
Aberdeen Asian Absolute Return Fund (since 1998);
Director, Apollo Protector Fund (since 1998);
Director, Aberdeen Global (since 1998); Director,
Aberdeen Investment Services S.A. (since 1998);
Director, Aberdeen PCC Limited (since 1999);
Director, Aberdeen Guernsey Limited (since 1999);
Director, The London Markets Fund (since 1999);
Director, The London Market Fund PLC (since 2000).

-------
* 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. Mr. Freedman is
deemed to be an interested person because of his ownership of securities of
Aberdeen Asset Management PLC, the parent company of the Fund's Investment
Manager and Investment Adviser. Messrs. Gilbert and Young are deemed to be
interested persons because of their affiliation with the Fund's Investment
Manager and Investment Adviser. See "Further Information Regarding Directors
and Officers--Relationship of Directors or Nominees with the Investment
Adviser and the Investment Manager."

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

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

(degrees) Messrs. Miles and Potter are members of the Nominating Committee.

(1) The information as to beneficial ownership as of January 31, 2001 is based
on statements furnished to the Fund by the Directors and nominees. Mr.
Freedman, together with Brian M. Sherman, is a controlling shareholder of
EquitiLink Holdings Limited and EIML Australia Pty Limited. Messrs.
Freedman and Sherman share voting and investment power for 405,897 shares
of the Fund's common stock owned by EquitiLink Holdings Limited and EIML
Australia Pty Limited. With the exception of those 405,897 shares, which
constituted approximately 4.38% of the outstanding shares of common stock
of the Fund as of January 31, 2001, 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 4.52% of the total shares of
common stock outstanding as of January 31, 2001. Excluding the shares owned
by Mr. Freedman, the Directors of the Fund representing the common stock,
as a group, owned less than one percent of the total shares of common stock
outstanding as of January 31, 2001 and no shares of the Fund's preferred
stock.

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

The Board of Directors recommends that holders of common stock vote FOR the
election of the three 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 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 John T. Sheehy 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 Preferred Directors
representing exclusively the holders of all series of the Fund's preferred
stock until the Annual Meeting of Shareholders to be held in 2002. 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.

Shares of
Common Stock
Beneficially
Owned and %
of Total
Outstanding
Principal Occupations and Employment for Director on
Name and Address Past Five Years and Other Directorships Age Since 1/31/01(1)
---------------- ---------------------------------------- --- -------- ------------

Dr. Anton E. Schrafl Dr. Schrafl is currently Deputy Chairman of 69 1993 0
Talstrasse 83 "Holderbank" Financiere Glaris Ltd., a global
CH-8001 Zurich manufacturer and distributor of cement and allied
Switzerland products. He also serves on the Board of Directors
of Organogenesis, Inc., a medical products company
involved in cell culture, and Apogee Technology
Inc., a manufacturer of digital amplifiers.

Director, The First Commonwealth Fund, Inc. (since
1993); Director, First Australia Prime Income
Investment Company Limited.

John T. Mr. Sheehy has over 30 years' experience in 58 1992 0
Sheehy++(degrees) investment banking with companies such as J. P.
235 Montgomery Street Morgan & Company and Bear, Stearns & Co. Inc. His
Suite 300 specialty areas include securities valuation,
San Francisco, CA 94104 public offerings and private placements of debt
and equity securities, mergers and acquisitions
and management buyout transactions. He has been
Managing Director for R.W. Pressprich & Co. Inc.,
investment banking, since 2000.

Shares of
Common Stock
Beneficially
Owned and %
of Total
Name Outstanding
and Principal Occupations and Employment for Director on
Address Past Five Years and Other Directorships Age Since 1/31/01(1)
------- ---------------------------------------- --- -------- ------------

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)
(from 1996 to 1997); Managing Director, Sphere
Capital Partners (investment banking) (from 1987
to 1996); Director, Sandy Corporation (corporate
consulting, communication and training) (from 1986
to January 1996).

-------
++ Mr. Sheehy is a member of the Contract Review Committee.

(degrees) Mr. Sheehy is a member of the Nominating Committee.

(1) As of January 31, 2001, the Preferred Directors of the Fund as a group
owned no shares of the Fund's common or preferred stock.

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

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

SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Fund, upon recommendation of the Audit
Committee, has selected PricewaterhouseCoopers LLP ("PwC"), independent
accountants, to audit the financial statements of the Fund for the fiscal year
ending October 31, 2001.

Audit services performed by PwC during the most recent fiscal year included
the audit of the financial statements of the Fund. During the fiscal year
ended October 31, 2000, the fees for services rendered by PwC to the Fund
were:

Financial Information Systems
Design and
Audit Fees Implementation Fees All Other Fees*
---------- ----------------------------- ---------------

$99,000 $ None $148,000

-------
* This amount includes fees for services rendered by PwC to the Fund, the
Investment Manager and Investment Adviser, and entities controlling,
controlled by, or under common control with, the Investment Manager and
Investment Adviser that provide services to the Fund.

At its most recent meeting in December 2000, the Audit Committee of the Fund
reviewed information presented by the Fund's independent accountants that
addressed the matters set forth in Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees. Effective February 5, 2001,
new Securities and Exchange Commission

rules generally require the disclosure in a Fund's proxy statement of whether
the Fund's Audit Committee considered whether the provision of non-audit
services to the Fund and of professional services to the Fund's adviser and to
entities controlling, controlled by and under common control with the Fund's
adviser that provide services to the Fund is compatible with maintaining the
independence of the Fund's independent accountants. Because the Fund's Audit
Committee has not met since these new rules became effective, the Audit
Committee has not expressly considered whether the provision by the Fund's
independent accountants of such services is compatible with maintaining the
independence of the Fund's accountants. Nevertheless, the Audit Committee is
generally aware of the nature and extent of the fees earned by the Fund's
independent accountants from such non-audit services.

The Fund knows of no direct or indirect interest of PwC in the Fund.

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, the Investment Manager and 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, 2000, its Reporting Persons complied with all
applicable filing requirements.

Committees and Board of Directors Meetings. The Board of Directors has a
standing Audit Committee, composed entirely of Directors who are not
"interested persons" of the Fund or the Fund's Investment Manager or
Investment Adviser, within the meaning of the 1940 Act, and who are
"independent" as defined in the New York Stock Exchange listing standards. The
Audit Committee reviews both the audit and non-audit work of the Fund's
independent public accountants, submits recommendations to the Board of
Directors as to the selection of independent public accountants, and reviews
compliance of the Fund with regulations of the SEC and the Internal Revenue
Service, and other related matters.

The Fund adopted an Audit Committee Charter on March 16, 2000, a copy of
which is attached to this Proxy Statement as Exhibit A. The Audit Committee
has received the written disclosures and the letter required by Independence
Standards Board Standard No. 1 from PwC, the Fund's independent auditors, and
has discussed with PwC its independence. The Audit Committee has also reviewed
and discussed the audited financial statements with Fund management and PwC,
and discussed certain matters with PwC required to be discussed by Statements
on Auditing Standards No. 61. Based on the foregoing, the Audit Committee
recommended to the Board of Directors that the Fund's audited financial
statements be included in the Fund's Annual Report to Shareholders for the
fiscal year ended October 31, 2000. The members of the Fund's Audit Committee
are Messrs. William J. Potter, E. Duff Scott and Peter D. Sacks.

The Board of Directors also has a standing Contract Review Committee,
composed entirely of Directors who are not "interested persons" of the Fund or
the Fund's Investment Manager or Investment Adviser within the meaning of the
1940 Act. The Contract Review Committee reviews and makes recommendations to
the Board with respect to entering into, renewal or amendment of the
Management Agreement, the Advisory Agreement, the Administration Agreement,
the Investor Relations Services Agreement and other agreements.

In December 2000, the Fund established an interim Nominating Committee,
composed entirely of Directors who are not "interested persons" of the Fund or
the Fund's Investment Manager or Investment Adviser within the meaning of the
1940 Act. The interim Nominating Committee was actively engaged in the review
of all recent director appointments and nominations. In March 2001, the Fund
established a permanent Nominating Committee. The Nominating Committee will
not consider nominees recommended by security holders.

During the Fund's fiscal year ended October 31, 2000, the Board of Directors
held four regularly scheduled meetings and one special meeting, the Audit
Committee held two meetings, a special Due Diligence Committee, organized in
connection with the acquisition of the Investment Manager and the Investment
Adviser by Aberdeen Asset Management PLC, held three meetings, and the
Contract Review Committee held one meeting. Each of the Directors then in
office (except Dr. Anton E. Schrafl, Rt. Hon. Malcolm Fraser and Michael R.
Horsburgh) attended at least 75% of the aggregate number of meetings of the
Board of Directors and of all 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 are as follows: Hugh Young (age 42),
President (since 2001); David Manor (age 60), Treasurer (since inception);
Ouma Sananikone (age 42), Vice President (since 2001) and Chief Investment
Officer (since 1995); Michael Karagianis (age 37), Assistant Vice President
(since 2001); Barry G. Sechos (age 39), Assistant Treasurer (since 1995); Roy
M. Randall (age 64), Secretary (since inception); Allan S. Mostoff (age 68),
Assistant Secretary (since inception); Sander M. Bieber (age 51), Assistant
Secretary (since 1999); and Margaret A. Bancroft (age 62), Assistant Secretary
(since inception).

The respective principal occupations and employment during the past five
years of the Fund's officers are as follows: Hugh Young, as set forth above
under "Proposal 1: Election of Class III Directors;" David Manor, Managing
Director (since 1998) of the Fund's Investment Manager, Executive Director
(from 1985 to 1998) of the Fund's Investment Adviser, Treasurer (since
inception) of The First Commonwealth Fund, Inc., Treasurer (since 1987) of The
First Australia Fund, Inc., Treasurer (since 1987) of The First Australia
Prime Income Fund, Inc.; Ouma Sananikone, Chief Executive Officer (since
1997), Investment Director and a Director (since 1994) of the Fund's
Investment Adviser, Director (since 2000) of the Fund's Investment Manager,
Vice President (since 2001), Assistant Vice President (1995-2001); and Chief
Investment Officer (since 1995) of The First Commonwealth Fund, Inc., The
First Australia Fund, Inc., and The First Australia Prime Income Fund, Inc.;
Barry G. Sechos, General Counsel (since 1993) and a Director (since 1994) of
the Fund's Investment Adviser, Director (since 2000) of the Fund's Investment
Manager, Director (since 1998) of EquitiLink Holdings Limited; Michael
Karagianis, Assistant Vice President (since 2001) of the First Commonwealth
Fund, Inc., The First Australia Fund, Inc., and The First Australia Prime
Income Fund, Inc., Director of Economics and Investment Strategy (since 1999)
of the Fund's Investment Adviser, Director of Portfolio Investment (1995-1999)
of County Investment Management; Roy M. Randall, Partner (since 1997) of
Stikeman, Elliott (law firm) and Partner (1981-1996) of Freehill Hollingdale &
Page (law firm); Allan S. Mostoff, Sander M. Bieber and Margaret A. Bancroft,
Partners of Dechert (law firm).

Mr. Hugh Young, Ms. Ouma Sananikone, Mr. David Manor, Mr. Michael
Karagianis, and Mr. Barry G. Sechos serve as executive officers of the Fund.
As of January 31, 2001, the executive officers of the Fund owned no shares of
the Fund's common or preferred stock.

Relationship of Directors or Nominees with the Investment Adviser and the
Investment Manager. Aberdeen Asset Managers (C.I.) Limited (formerly known as
EquitiLink International Management Limited) (the "Investment Manager") serves
as investment manager to the Fund and Aberdeen Asset Management Limited
(formerly known as EquitiLink Australia Limited) (the "Investment Adviser")
serves as investment adviser to the Fund pursuant to a management agreement
dated December 22, 2000 and an advisory agreement dated December 22, 2000,
respectively.

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 a wholly-owned subsidiary
of Aberdeen Asset Management Holdings Limited (formerly known as EquitiLink
Limited) ("AAMHL"), an Australian corporation. The registered offices of the
Investment Adviser and AAMHL are located at Level 3, 190 George Street,
Sydney, N.S.W., Australia. Both the Investment Manager and AAMHL are wholly-
owned subsidiaries of Aberdeen Asset Management PLC, a United Kingdom
corporation. The registered offices of Aberdeen Asset Management PLC are
located at One Albyn Place, Aberdeen, Scotland AB10 1YG.

On December 22, 2000, all of the shares of EquitiLink International
Management Limited (the Investment Manager), of EquitiLink Limited ("EL,"
parent of EquitiLink Australia Limited, the Investment Adviser), and of
EquitiLink International (Channel Islands) Limited ("EICIL") were transferred
to Aberdeen Asset Management PLC ("Aberdeen") (the "Aberdeen Transaction"),
pursuant to a Share Sale Agreement between Aberdeen on the one side and
EquitiLink Holdings Limited ("EHL", parent of EL), EIML Australia Pty Limited
(parent of the Investment Manager) and the shareholders of EICIL on the other
side. Total consideration for the sale was US $80 million, subject to certain
adjustments. The consideration was paid in a combination of cash and
preference shares issued by Aberdeen. At the time of the execution of the
Share Sale Agreement, Messrs. Laurence S. Freedman and Brian M. Sherman were
directors and the principal shareholders of the Investment Manager, and Mr.
David Manor was the Managing Director of the Investment Manager and an
affiliate of entities which were also shareholders of the Investment Manager.
Messrs. Freedman and Sherman then also served as, respectively, Joint Managing
Director, and Joint Managing Director and Chairman of the Investment Adviser.
In connection with the Aberdeen Transaction, Messrs. Freedman and Sherman
resigned as Joint Managing Directors of the Investment Adviser and as
directors of the Investment Manager. Messrs. Freedman and Sherman are the
principal shareholders of EquitiLink Holdings Limited and of EIML Australia
Pty Limited, of both of which Mr. Manor is also a shareholder.

Mr. Martin Gilbert, a Director of the Fund, also serves as a director of the
Investment Manager and the Investment Adviser, and as the Chief Executive and
an Executive Director of Aberdeen Asset Management PLC, the parent of the
Investment Manager and the Investment Adviser. Mr. Gilbert is a shareholder of
Aberdeen Asset Management PLC. Mr. Hugh Young, a Director and President of the
Fund, also serves as a director of the Investment Manager and the Investment
Adviser, and as an Executive Director of Aberdeen Asset Management PLC. Mr.
Young is a shareholder of Aberdeen Asset Management PLC.

Under the terms of an Investor Relations Services Agreement, EquitiLink USA,
Inc. (doing business under the name Aberdeen Asset Management), a wholly-owned
subsidiary of the Investment Manager, provides investor relations services to
the Fund for a monthly retainer of $4,000.

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,
2000. 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 or
served at any time during the fiscal year ended October 31, 2000.

Compensation Table
Fiscal Year Ended 10/31/00

Total
Pension or Compensation
Aggregate Retirement Estimated From Fund
Compensation Benefits Accrued Annual and Associated
From As Part of Benefits Upon Funds Paid
Name of Director Registrant Fund Expenses Retirement to Directors
---------------- ------------ ---------------- ------------- --------------

Sir Roden Cutler*....... $ 5,503 N/A N/A $84,556(3)
David Lindsay Elsum..... $12,500 N/A N/A $40,265(3)
Rt. Hon. Malcolm
Fraser**............... $ 9,150 N/A N/A $27,593(3)
Laurence S. Freedman.... 0 N/A N/A 0(3)
Michael Gleeson-
White***............... $12,000 N/A N/A $12,000(1)
David Manor****......... 0 N/A N/A 0(2)
Neville J. Miles........ $11,000 N/A N/A $39,456(3)
William J. Potter....... $13,500 N/A N/A $43,750(3)
Peter D. Sacks.......... $12,500 N/A N/A $41,969(3)
E. Duff Scott........... $13,000 N/A N/A $13,000(1)
John T. Sheehy.......... $13,000 N/A N/A $45,250(3)
Brian M. Sherman***..... 0 N/A N/A 0(3)
Warren C. Smith......... $12,000 N/A N/A $12,000(1)
Preferred Directors:
Dr. Anton E. Schrafl.... $10,000 N/A N/A $25,419(2)
Michael R.
Horsburgh*****......... $10,000 N/A N/A $35,250(3)

-------
* Sir Roden Cutler retired from the Board of Directors effective December
1999.
** Rt. Hon. Malcolm Fraser resigned from the Board of Directors effective June
2000.
*** Michael Gleeson-White and Brian Sherman resigned from the Board of
Directors effective December 2000.
**** David Manor resigned from the Board of Directors effective October 2000.
***** Michael R. Horsburgh resigned from the Board of Directors effective
October 2000.

ADDITIONAL INFORMATION

Administrator. The Fund's administrator is Princeton Administrators, L.P.,
Box 9095, Princeton, NJ 08543.

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") has been retained to assist in the
solicitation of proxies. Innisfree will be paid approximately $6,000 by the
Fund and the Fund will reimburse Innisfree 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 March 19, 2001. In addition, as the meeting date approaches, certain
shareholders of the Fund may receive a call from a representative of Innisfree
if the Fund has not yet received their vote. Authorization to permit Innisfree
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 Innisfree
representative is required to ask the shareholder for such shareholder's full
name, address, social security number 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 Innisfree by the Fund, then
the Innisfree representative has the responsibility to explain the process,
read the proposals listed on the proxy card, and ask for the shareholder's
instructions on each proposal. The Innisfree 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. Innisfree will record the
shareholder's instructions on the card. Within 72 hours, Innisfree will send
the shareholder a letter or mailgram to confirm the shareholder's vote and
asking the shareholder to call Innisfree 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, by telephone or via the
internet, is revocable. A shareholder may revoke the accompanying proxy or a
proxy given telephonically or via the internet 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.

Beneficial Ownership. To the best of the Fund's knowledge, based upon
filings with the Securities and Exchange Commission as of February 14, 2001,
the only beneficial owner of more than five percent of the voting securities
of the Fund is:

Title
of Name and Address of Number of Shares
Class Beneficial Owner Beneficially Owned Percent of Class
----- ------------------- ------------------ ----------------

Common 1,764,720 19.05%
Stock, First Union Corporation
par One First Union Center
value Charlotte, NC 28228-0137
$0.01 (parent holding company for
per Tattersall Advisor Group, Inc.
share and First Union National Bank)

Shareholder Proposals. If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders of the Fund to be held in 2002 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 November 19, 2001.

Shareholders wishing to present proposals at the Annual Meeting of
Shareholders of the Fund to be held in 2002 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 December 20, 2001 and
no later than January 19, 2002 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
March 19, 2001

EXHIBIT A

THE FIRST COMMONWEALTH FUND, INC.

AUDIT COMMITTEE CHARTER

Mission

The mission of the Audit Committee (the "Committee") of The First
Commonwealth Fund, Inc. (the "Fund") is to oversee the Fund's accounting and
financial reporting policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers, and the
quality and objectivity of the Fund's financial statements. The Committee will
also report to the Board of Directors (the "Board"), if necessary, any
relationships between the auditor and the Fund, or any other relationships,
which come to the Committee's attention that may adversely affect the
independence of the auditor.

The function of the Committee in this capacity is oversight; it is the
responsibility of the Fund and the Manager to maintain appropriate systems for
accounting and internal control, and the responsibility of the Fund's
independent auditors to plan and carry out a proper audit.

The independent auditors are directly accountable to the Committee and to
the Board.

Committee Membership

The Committee shall be composed of at least three independent directors with
the qualifications indicated below. The President of the Fund, although not a
member of the Committee, will nonetheless be expected to play a significant
role in assisting the Committee to discharge its responsibilities, including
ensuring adequate access to, and support from, the staff of the Fund's
investment manager, EquitiLink International Management Limited (the
"Manager"), and the staff of the Fund's investment adviser, EquitiLink
Australia Limited (the "Adviser").

Qualifications of Committee Members

The Committee must have at least three independent directors. Independent
directors may not be officers of the Fund and should be free of any
relationships that would interfere with the exercise of independent judgment.
A director with any of the following five relationships will not be considered
independent for this purpose:

(a) Employee. A director who is an employee (including non-employee
executive officers) of the Fund or any of its affiliates may not serve on the
Committee until three years following the termination of his or her
employment. An affiliate includes a subsidiary, sibling company, predecessor,
parent company, or former parent company.

(b) Business Relationship. A director (i) who is a partner, controlling
shareholder, or executive officer of an organization that has a business
relationship with the Fund, or (ii) who has a direct business relationship
with the Fund (e.g., a consultant) may serve on the Committee only if the
Fund's Board determines in its business judgment that the relationship does
not interfere with the director's exercise of independent judgment. In making
a determination regarding the independence of a director pursuant to this
paragraph, the Board will consider, among other things, the materiality of the
relationship to the Fund, to the director, and, if applicable, to the
organization with which the director is affiliated.

"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A director can have
this relationship directly with the Fund, or the director can be a partner,
officer or employee

A-1

of an organization that has such a relationship. The director may serve on the
Committee without the above-referenced Board determination after three years
following the termination of, as applicable, either (1) the relationship
between the organization with which the director is affiliated and the Fund,
(2) the relationship between the director and his or her partnership status,
shareholder interest or executive officer position, or (3) the direct business
relationship between the director and the Fund.

(c) Cross Compensation Committee Link. A director who is employed as an
executive of another corporation where any of the Fund's executives serves on
that Fund's compensation committee may not serve on the Committee.

(d) Immediate Family. A director who is an immediate family member of an
individual who is an executive officer of the Fund or any of its affiliates
cannot serve on the Committee until three years following the termination of
such employment relationship. An immediate family member includes a person's
spouse, parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and anyone (other than
employees) who shares such person's home.

Notwithstanding the requirements of Parts (a) and (d) above, one director
who is no longer an employee or who is an immediate family member of a former
executive officer of the Fund or its affiliates, but is not considered
independent pursuant to these provisions due to the three-year restriction
period, may be appointed, under exceptional and limited circumstances, to the
Committee if the Fund's Board determines in its business judgment that
membership on the Committee by the individual is required by the best
interests of the Fund and its shareholders, and the Fund discloses, in the
next annual proxy statement subsequent to such determination, the nature of
the relationship and the reasons for that determination.

Each member of the Committee must be financially literate, or become
financially literate within a reasonable period of time after his or her
appointment to the Committee, as such qualification is interpreted by the
Fund's Board in its business judgment. At least one member of the Committee
must have accounting or related financial experience, as the Fund's Board
interprets such qualification in its business judgment.

Duties and Powers

To carry out its mission, the Committee shall, to the extent it deems
appropriate, carry out the following functions:

1. to recommend annually to the Board the selection, retention, or
termination of independent auditors and, in connection therewith, to evaluate
the independence of the auditors, including whether the auditors provide any
consulting, auditing, or tax services to the Manager and to receive the
auditors' specific representations as to their independence, delineating all
relationships between the auditor and the Fund, consistent with Independence
Standards Board ("ISB") Standard No. 1./(1)/ This should include information
on whether the independent auditor performs any significant non-auditing
services for the Fund. The Committee is responsible for actively engaging in a
dialogue with the auditor with respect to any disclosed relationships or
services that may impact the objectives and independence of the auditor and
for taking, or recommending that the full Board take, appropriate action to
oversee the independence of the outside auditor;

2. to recommend new independent auditors, should it prove necessary, subject
to ratification by the Board and shareholder approval, if required;
-------
(1) ISB Standard No. 1 requires the auditor to annually: (1) disclose to the
Committee, in writing, all relationships between the auditor and its
related entities and the Fund and its related entities that in the
auditor's professional judgment may reasonably be thought to bear on
independence; (2) confirm in the letter that, in its professional
judgment, it is independent of the Fund within the meaning of the
Securities Acts administered by the SEC; and (3) discuss the auditor's
independence with the audit committee.

A-2

3. to meet with the Fund's independent auditors, including private meetings,
as necessary (i) to review the arrangements for and scope of the annual audit
and any special audits, and the fees proposed to be charged in connection with
such services, (ii) to discuss any matters of concern relating to the Fund's
financial statements, including any adjustments to such statements recommended
by the auditors, or other results of said audit(s), including matters required
to be discussed by the Statements on Auditing Standards ("SAS") No. 61,/(2)/
(iii) to consider the auditors' comments with respect to the Fund's financial
policies, procedures and internal accounting controls and management's
responses thereto, (iv) to review the form of opinion the auditors propose to
render to the Board and shareholders, and (v) to review the performance of the
auditor;

4. to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;

5. to review the fees charged by the auditors for audit and non-audit
services;

6. to confer with the officers of the Fund to the extent necessary in its
review of the internal controls, accounting practices, fiscal structure and
fiscal reporting of the Fund, and as appropriate report to the Board
concerning the business of the Committee;

7. to establish rules and procedures necessary for the Committee to fulfill
its responsibilities and conduct its business;

8. to investigate improprieties or suspected improprieties and Fund
operations, as they are presented to the Committee or brought to the attention
of the Committee;

9. to review the Fund's financial reporting practices, including (i)
accounting policies and practices and significant judgments that may affect
the financial statements of the Fund and the selection made from among
alternative accounting treatments; (ii) effects of changes in accounting
standards that may significantly affect financial reporting practices; (iii)
reasons for major year-to-year variations in financial statements; and (iv)
reports of any significant accounting accruals, reserves, estimates made by
management, and provisions for contingent liabilities;

10. to review the Fund's system of internal controls, including (i) the
security of tangible and intangible Fund assets and the security of computer
systems and facilities; (ii) instances of employee defalcation and violations
of the Code of Ethics and other Fund policies and procedures; and (iii)
reports from Fund legal counsel with respect to compliance with laws and
regulations, significant litigation, and possible impact on financial results;

11. to review the Fund's tax compliance and status, including the status of
the Fund's position relative to tax audits and significant issues disputed by
tax authorities; and

12. to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.
-------
(2) SAS 61 requires independent auditors to communicate certain matters
related to the conduct of an audit to those who have responsibility for
oversight of the financial reporting process, specifically the audit
committee. Among the matters to be communicated to the audit committee
are: (1) methods used to account for significant unusual transactions;
(2) the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus; (3) the process used by management in formulating particularly
sensitive accounting estimates and the basis for the auditor's
conclusions regarding the reasonableness of those estimates; and (4)
disagreements with management over the application of accounting
principles, the basis for management's accounting estimates, and the
disclosures in the financial statements.

A-3

Other Powers and Responsibilities

1. The Committee normally shall meet in person twice yearly, in June and
December, prior to the meetings of the full Board, and at such other time or
times as the Committee or Board may determine appropriate or necessary, and is
empowered to hold special meetings as circumstances require.

2. Each December, the Committee shall issue a report indicating whether the
Committee (i) reviewed and discussed the financial statements with management;
(ii) discussed the matters required by SAS 61, as modified or supplemented;
and (iii) received from the auditors the letter and written disclosure
required by ISB Standard No. 1, and discussed with the auditors their
independence. The Committee's report should also indicate whether the audit
committee, based on its review and its discussions with management and the
auditors, recommends to the Board that the financial statements be included in
the Fund's annual report for the last fiscal year.

3. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to utilize Fund counsel
and to retain experts or other persons with specific competence at the expense
of the Fund.

4. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors.

March 16, 2000

A-4

PROXY

THE FIRST COMMONWEALTH FUND, INC.

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Annual Meeting of Shareholders -- April 19, 2001

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Michael
Karagianis, 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 the offices of Prudential Securities Incorporated, One Seaport Plaza, New
York, New York on April 19, 2001 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?

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

(X) PLEASE MARK VOTES
AS IN THIS EXAMPLE

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

COMMON STOCK

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

Date --------------

Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------

Shareholder sign here _______________ Co-owner sign here ___________

This proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Item 1.

(1) The election of three Directors to serve as Class III Directors for a
three-year term:

For All Nominees Withhold For All Except
Martin J. Gilbert / / / / / /
Neville J. Miles / / / / / /
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).

The appointed proxies will vote in their discretion on any other business which
may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES:

PROXY

THE FIRST COMMONWEALTH FUND, INC.

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Annual Meeting of Shareholders -- April 19, 2001

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Michael
Karagianis, 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 the offices of Prudential Securities Incorporated, One
Seaport Plaza, New York, New York on April 19, 2001 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.

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

(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.

Date ------------

Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------

Shareholder sign here ________________ Co-owner sign here _________________

This proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Item (2).

2. The election of two Directors to represent the interests of the holders of
preferred stock for the ensuing year:

For All Nominees Withhold For All Except
Dr. Anton E. Schrafl / / / / / /
John T. Sheehy / / / / / /

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.

The appointed proxies will vote in their discretion on any other business which
may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES: