<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
</TABLE>
<TABLE>
<S> <C>
THE FIRST ISRAEL FUND, INC.
- ---------------------------------
(Name of Registrant as Specified
In Its Charter)
MICHAEL A. PIGNATARO
- ---------------------------------
(Name of Person(s) Filing Proxy
Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
Capital stock, par value $.001 per share
----------------------------------------------------------
(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:
----------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE FIRST ISRAEL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 27, 2000
-----------------
TO THE SHAREHOLDERS OF
THE FIRST ISRAEL FUND, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The First
Israel Fund, Inc. (the "Fund") will be held in the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, Four Times Square, 38th Floor, New York, New York
10036, on Thursday, January 27, 2000 commencing at 2:00 p.m. New York Time, for
the following purposes:
(1) To elect two (2) directors of the Fund.
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants for the Fund for the fiscal year ending
September 30, 2000.
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
The close of business on November 29, 1999 has been fixed as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the meeting.
This notice and related proxy material are first being mailed on or about
December 17, 1999.
By order of the Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: December 17, 1999
New York, New York
<PAGE>
THE FIRST ISRAEL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 27, 2000
-----------------
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The First Israel Fund, Inc.
(the "Fund") for use at the annual meeting of shareholders to be held at the
offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, 38th
Floor, New York, New York 10036, on Thursday, January 27, 2000 commencing at
2:00 p.m. and at any adjournments thereof (collectively, the "Meeting"). A
Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy")
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers or employees of the Fund, Credit Suisse Asset
Management, LLC ("CSAM"), formerly BEA Associates, the investment adviser to the
Fund, Bear Stearns Funds Management Inc., the administrator of the Fund (the
"Administrator") or Georgeson Shareholder Communications Corporation
("Georgeson"), a proxy solicitation firm that has been retained by the Fund and
which will receive a fee of approximately $6,000 and will be reimbursed for its
reasonable out-of-pocket expenses. All costs of solicitation, including
(a) printing and mailing of this Proxy Statement and accompanying material,
(b) the reimbursement of brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of the Fund's shares,
(c) payment of Georgeson for its services in soliciting Proxies and (d)
supplementary solicitations to submit Proxies, will be borne by the Fund. This
Proxy Statement is expected to be mailed to shareholders on or about
December 17, 1999.
The principal executive office of CSAM is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The principal executive office of
the Administrator is 575 Lexington Avenue, 9th Floor, New York, New York 10022.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended September 30, 1999 has been previously furnished to all
shareholders of the Fund. It is not to be regarded as proxy soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR the election of the nominees for directors,
FOR the ratification of PricewaterhouseCoopers LLP as independent public
accountants for the fiscal year ending September 30, 2000, and, in accordance
with the judgment of the persons named in the Proxy on any other matters that
may properly come before the Meeting and that are deemed appropriate. Any
shareholder giving a Proxy has the right to attend the Meeting to vote his or
her shares in person (thereby revoking any prior Proxy) and also the right to
revoke the Proxy at any time by written notice received by the Fund prior to the
time it is voted.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. For purposes of determining
1
<PAGE>
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 matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted.
Approval of Proposal 1 requires that the nominees receive the affirmative
vote of a plurality of votes cast in person or by proxy at the Meeting. Proposal
2 requires the affirmative vote of a majority of the votes cast in person or by
proxy at the Meeting. Because abstentions and broker non-votes on a proposal are
not treated as shares voted, any abstentions and broker non-votes would have no
impact on Proposals 1 or 2.
The Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, November 29, 1999, there were
4,418,195 Shares issued and outstanding. Each Share is entitled to one vote at
the Meeting, and fractional Shares are entitled to proportionate shares of one
vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
-- indicate your instructions on the Proxy;
-- date and sign the Proxy;
-- mail the Proxy promptly in the enclosed envelope;
-- allow sufficient time for the Proxy to be received on or before
2:00 p.m. on January 27, 2000.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meeting will be the election of
two (2) directors of the Fund, Dr. Enrique R. Arzac and Mr. William W. Priest,
Jr., to serve as Class III Directors until the 2003 Annual Meeting of the Fund,
each to hold office until his successor is elected and qualified. In order to be
elected pursuant to Proposal 1, the nominees will need the affirmative vote of a
plurality of the votes cast in person or by proxy at the Meeting. Peter A.
Gordon who is currently a Class III director will not stand for re-election as a
director of the Fund at the annual meeting. As a result, the size of the Board
of Directors will be reduced from seven members to six members.
The Fund's Articles of Incorporation classify the Board of Directors (the
"Board") into three classes, as nearly equal in number as possible. Each year
the term of office of one class will expire and the successor or successors
elected to such class generally serve for a three-year term. The current classes
of directors are as indicated below:
<TABLE>
<S> <C>
Class I Directors: Class II Directors:
George W. Landau Jonathan W. Lubell
Richard W. Watt Steven N. Rappaport
Class III Directors:
Dr. Enrique R. Arzac
William W. Priest, Jr.
Peter A. Gordon
</TABLE>
Each of the nominees currently serve as a director of the Fund and each
nominee has indicated an intention to continue to serve if elected and has
consented to being named in this Proxy Statement. Each
2
<PAGE>
nominee who is deemed an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk in the table below. Messrs. Priest and Watt are interested persons of
the Fund by virtue of their positions as directors and/or officers of CSAM.
The following table sets forth certain information regarding the nominees
for election to the Board of the Fund, directors whose terms of office continue
beyond the 2000 annual meeting, and the officers of the Fund as a group. Each of
the nominees, directors and officers of the Fund has sole voting and investment
power with respect to the Shares shown. Each nominee, each director and the
officers of the Fund as a group owns less than one percent of the outstanding
Shares of the Fund.
<TABLE>
<CAPTION>
SHARES MEMBERSHIP ON BOARDS
BENEFICIALLY LENGTH OF SERVICE AS OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION AND DIRECTOR AND TIME OF INVESTMENT COMPANIES
NOVEMBER 29, PRINCIPAL EMPLOYMENT DURING THE MEMBERSHIP ON BOARD AND PUBLICLY HELD
NAME (AGE) 1999 PAST FIVE YEARS OF THE FUND COMPANIES
- ---------- ------------- -------------------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac 700 Professor of Finance and Since 1996; current Director of nine other
(58)................... Economics, Graduate School of term ends at the 2000 CSAM-advised invest-
Columbia University Business, Columbia University annual meeting. ment companies; Direc-
Graduate School of (1971-present). tor of The Adams Ex-
Business press Company;
New York, NY 10027 Director of Petroleum
and Resources
Corporation.
George W. Landau (79)... 1,000 Senior Advisor, The Latin Since 1995; current Director of six other
Two Grove Isle Drive American Group, the Coca-Cola term ends at the 2001 CSAM-advised invest-
#1609 Corporation (1988-present); annual meeting. ment companies; Direc-
Coconut Grove, FL 33133 President of the Americas tor of Emigrant
Society and Council of the Savings Bank; Director
Americas (1985-1993); United of GAM Funds, Inc.
States Ambassador to Venezuela
(1982-1985); United States
Ambassador to Chile (1977-1982)
and United States Ambassador to
Paraguay (1972-1977).
Jonathan W. Lubell 0 Partner, Morrison Cohen Singer & Since inception; Director of one other
(69)................... Weinstein (a law firm) current term ends at CSAM-advised invest-
750 Lexington Ave. (1989-present). the 2002 annual ment company.
New York, NY 10022 meeting.
William W. Priest, Jr.* 1,000 Chairman -- Management Since 1997; current Director of other
(57)................... Committee, Chief Executive term ends at the 2000 CSAM- advised
153 East 53rd Street Officer and Managing Director of annual meeting. investment com-
New York, NY 10022 CSAM (1990-present). panies.
Steven N. Rappaport 2,000 President of Loanet, Inc. Since inception; Director of other
(50)................... (1997-present); Executive Vice current term ends at CSAM- advised
153 East 53rd Street President of Loanet, Inc. the 2002 annual investment com-
New York, NY 10022 (1994-present); Director, meeting. panies.
President, North American
Operations, and former Executive
Vice President (1992-1993) of
Worldwide Operations of
Metallurg Inc. (metal alloy
company); Executive Vice
President, Telerate, Inc.
(1987-1992); Partner, in the law
firm of Hartman & Craven until
1987.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES MEMBERSHIP ON BOARDS
BENEFICIALLY LENGTH OF SERVICE AS OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION AND DIRECTOR AND TIME OF INVESTMENT COMPANIES
NOVEMBER 29, PRINCIPAL EMPLOYMENT DURING THE MEMBERSHIP ON BOARD AND PUBLICLY HELD
NAME (AGE) 1999 PAST FIVE YEARS OF THE FUND COMPANIES
- ---------- ------------- -------------------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Richard W. Watt* (41)... 2,460 Managing Director of CSAM (1996- Since 1997; current Director of six other
153 East 53rd Street present); Senior Vice President term ends at the 2001 CSAM-advised invest-
New York, NY 10022 of CSAM (1995-1996); Head of annual meeting. ment companies.
Emerging Markets Investments and
Research at Gartmore Investment
Limited (1992-1995); Director of
Kleinwort Benson International
Investment (1987-1992).
All directors and
officers
(9 persons, including
the foregoing) as a
group.................. 7,160
</TABLE>
During the fiscal year ended September 30, 1999, each director who is not a
director, officer, partner, co-partner or employee of CSAM, the Administrator,
or any affiliate thereof, was entitled to receive an annual fee of $5,000 and
$500 for each meeting of the Board attended by him and was reimbursed for
expenses incurred in connection with his attendance at the Board meetings. The
total remuneration paid or accrued by the Fund during the fiscal year ended
September 30, 1999 to all such unaffiliated directors was $38,500.
During the fiscal year ended September 30, 1999, the Board convened six
times. Each director attended at least seventy-five percent of the aggregate
number of meetings of the Board and the aggregate number of meetings of any
committee on which they served.
Messrs. Arzac, Rappaport, Landau and Lubell constitute the Fund's Audit
Committee, which is composed of directors who are not interested persons of the
Fund as defined by the 1940 Act. The Audit Committee advises the full Board with
respect to accounting, auditing and financial matters affecting the Fund. There
were two Audit Committee meetings held during the fiscal year ended
September 30, 1999. Each director attended both meetings. There is also a
Valuation Committee composed of Messrs. Landau and Watt which reviews prices of
illiquid or restricted securities. The entire Board performs the functions of a
nominating committee. The Fund does not have a compensation committee.
As of the date of this Proxy Statement, Louise Watt and Sarah Watt, who are
both relatives of Richard Watt, a director of the Fund, each held 350 Shares of
the Fund.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act require the Fund's officers and directors, officers and directors
of the investment adviser, affiliated persons of the investment adviser and
persons who beneficially own more than ten percent of the Fund's Shares to file
reports of ownership with the Securities and Exchange Commission (the "SEC"),
the New York Stock Exchange and the Fund. Based solely upon its review of the
copies of such forms received by it and written representations from such
persons, the Fund believes that, during the fiscal year ended September 30,
1999, all filing requirements applicable to such persons were complied with.
4
<PAGE>
The following table shows certain information about the officers of the Fund
other than Messrs. Priest and Watt, who are described above. Mr. Priest has been
Chairman of the Board of the Fund since February, 1997. Mr. Watt has been
President and Chief Investment Officer of the Fund since January, 1997.
Mr. Pignataro has been Chief Financial Officer and Secretary of the Fund since
the Fund commenced operations in October, 1992. Mr. Liebes has been Senior Vice
President of the Fund and Mr. Del Guercio has been Vice President of the Fund
since August, 1997. Each officer of the Fund will hold office until a successor
has been elected by the Board. All officers of the Fund are employees of and are
compensated by CSAM.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON
NOVEMBER 29, POSITION WITH CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE 1999 FUND EMPLOYMENT DURING THE PAST FIVE YEARS
- ---- -------- ------------- --------------- ------------------------------------------
<S> <C> <C> <C> <C>
Hal Liebes.............. 35 0 Senior Vice Managing Director of CSAM (December
153 East 53rd Street President 1999-present); Director and General
New York, NY 10022 Counsel of CSAM (March 1997-present); Vice
President and Counsel of Lehman Brothers,
Inc. (June 1996-March 1997); Vice
President and Legal Counsel of CSAM
(1995-June 1996), Chief Compliance
Officer, CS First Boston Investment
Management Corporation (1994-1995).
Rocco A. Del Guercio.... 36 0 Vice President Assistant Vice President of CSAM (January
153 East 53rd Street 1999-present) Administrative Officer for
New York, NY 10022 CSAM- advised investment companies
(1996-1999); Assistant Treasurer, Bankers
Trust Corp. - Fund Administration
(1994-1996); Mutual Fund Accounting
Supervisor, Dreyfus Corporation
(1987-1994).
Michael A. Pignataro.... 40 0 Chief Financial Vice President of CSAM (1995-present);
153 East 53rd Street Officer and Assistant Vice President and Chief
New York, NY 10022 Secretary Administrative Officer for Investment
Companies of CSAM (1989-1995).
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended September 30, 1999. None of the Fund's
executive officers or directors who are also officers or directors of CSAM
received any compensation from the Fund for such period. The Fund has no bonus,
profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(3) (5)
PENSION OR (4) TOTAL TOTAL NUMBER
RETIREMENT ESTIMATED COMPENSATION OF BOARDS OF
(2) BENEFITS ANNUAL FROM FUND AND CSAM-ADVISED
AGGREGATE ACCRUED AS PART BENEFITS FUND COMPLEX INVESTMENT
(1) COMPENSATION OF FUND UPON PAID TO COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dr. Enrique R. Arzac... $8,000 0 0 $94,500 10
Peter A. Gordon........ $7,500 0 0 $45,000 6
George W. Landau....... $8,000 0 0 $60,000 7
Jonathan W. Lubell..... $7,500 0 0 $15,500 2
Steven N. Rappaport.... $7,500 0 0 $36,250 50
</TABLE>
- --------------------------
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTORS.
5
<PAGE>
PROPOSAL 2: RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meeting will be the ratification
or rejection of the selection by the Board of PricewaterhouseCoopers LLP as
independent public accountants for the Fund for the present fiscal year ending
September 30, 2000. This proposal will require, for approval, the affirmative
vote of a majority of the votes cast at the Meeting in person or by proxy. At a
meeting held on November 9, 1999, the Board, including those directors who are
not "interested persons" of the Fund, approved the selection of
PricewaterhouseCoopers LLP for the fiscal year ending September 30, 2000.
PricewaterhouseCoopers LLP has been the Fund's independent public accountants
since the Fund commenced operations in October 1992, and has informed the Fund
that it has no material direct or indirect financial interest in the Fund. A
representative of PricewaterhouseCoopers LLP will be present at the Meeting and
will have the opportunity to make a statement if the representative so desires
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE FUND.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING;
SHAREHOLDER PROPOSALS AND REQUESTS FOR SPECIAL MEETINGS
The Board is not aware of any other matters that will come before the
Meeting. Should any other matter properly come before the Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy materials relating to the 2001 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than August 19, 2000. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
at least $2000, or 1% of the Fund's Shares entitled to be voted on at the
meeting and must have held such Shares for at least one year. Further, the
shareholder must continue to hold such Shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as
amended (the "1934" Act). The timely submission of a proposal does not guarantee
its inclusion in the Fund's proxy materials.
Pursuant to the advance notice provision of the Fund's By-laws, at any
annual meeting of the shareholders, only such business will be conducted as has
been properly brought before the annual meeting. To be properly brought before
the annual meeting, the business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board, (ii)
otherwise properly brought before the meeting by or at the direction of the
Board, or (iii) otherwise properly brought before the meeting by a shareholder
who is entitled to vote at the meeting.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at The First Israel Fund, Inc. c/o Credit Suisse Asset
Management, LLC, 153 East 53rd Street, 57th Floor, New York, New York 10022,
Attention: Michael Pignataro, Chief Financial
6
<PAGE>
Officer and Secretary of the Fund, not later than November 1, 2000, provided,
however, that in the event that the date of the 2001 annual meeting is advanced
or delayed by more than 30 days from January 27, 2001, the first anniversary of
the preceding year's annual meeting, notice by such shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice or public announcement of the date of such
meeting was given or made.
Any notice by a shareholder pursuant to the paragraph immediately above must
set forth as to each matter the shareholder proposes to bring before the annual
meeting: (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the Fund's books, of the
shareholder proposing such business, (iii) the class and number of Shares of the
capital stock of the Fund which are beneficially owned by the shareholder, (iv)
a representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to present such business, (v) whether the shareholder
intends or is part of a group which intends to solicit proxies from other
shareholders in support of such business, and (vi) any material interest of the
shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals that are not submitted in accordance with Rule 14a-8 under
the 1934 Act and which are submitted after the November 1, 2000 advance notice
deadline for submission of proposals pursuant to the Funds By-Laws indicated
above for the 2001 annual meeting of shareholders. Even if timely notice is
received, the Fund may exercise discretionary voting authority in certain other
circumstances as described under Rule 14a-4(c) under the 1934 Act which governs
the Fund's use of discretionary proxy voting authority. Discretionary voting
authority is the ability to vote proxies that shareholders have executed and
returned to the Fund on matters not specifically reflected on the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
7
<PAGE>
ADDITIONAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is information with respect to persons who, to the knowledge
of the management of the Fund, owned beneficially more than 5% of the Fund's
outstanding Shares as of September 30, 1999. There were 4,763,000 Shares
outstanding as of September 30, 1999. The information is based on publicly
available Schedule 13D and 13G disclosures filed with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF OF PERCENT
TITLE OR CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ----------------------------------- -------------------------- --------
<S> <C> <C> <C>
Common Stock......... The State Teachers Retirement Board Has sole power to vote and 5.70%
of Ohio dispose of 271,400 Shares.
275 East Broad Street
Columbus, Ohio 43215
Common Stock......... UBS AG Has sole power to vote and 9.83%
Bahnhofstrasse 45 dispose of 468,000 Shares.
8021 Zurich
Switzerland
</TABLE>
REPORTS TO SHAREHOLDERS
The Fund sends unaudited semi-annual and audited annual reports to its
shareholders, including a list of investments held. THE FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, UPON
REQUEST TO THE FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, 57TH FLOOR,
NEW YORK, NEW YORK 10022, TELEPHONE (1-800-293-1232). THESE REQUESTS WILL BE
HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
8
<PAGE>
THE FIRST ISRAEL FUND, INC.
3917-PS-99
<PAGE>
PROXY
THE FIRST ISRAEL FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET, 57TH FLOOR
NEW YORK, NY 10022
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
The undersigned hereby appoints
Messrs. Michael A. Pignataro and Hal
Liebes as Proxies, each with the power
to appoint his substitute, and hereby
authorizes them to represent and to vote, as
designated on the reverse side and in
accordance with their judgement on such
other matters as may properly come before
the meeting or any adjournments thereof, all
shares of The First Israel Fund, Inc. (the
"Fund") that the undersigned is entitled to
vote at the annual meeting of shareholders
on Thursday, January 27, 2000, and at any
adjournments thereof.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:
Class III: Dr. Enrique R. Arzac (three year term)
William W. Priest, Jr. (three year term)
FOR ALL
NOMINEES WITHHOLD
LISTED ABOVE AUTHORITY
(EXCEPT AS TO VOTE FOR
MARKED TO THE ALL NOMINEES
CONTRARY ABOVE) / / / / LISTED ABOVE
(Instruction: To withhold authority for any individual
nominee, strike a line through such individual's name
above.)
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<S> <C> <C> <C>
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT FOR AGAINST ABSTAIN
PUBLIC ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2000: / / / / / /
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This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW / /
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
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<S> <C> <C> <C>
Signature:______________________ Date:___________ Signature:______________________ Date:___________
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