<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
The First Israel Fund, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE FIRST ISRAEL FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 25, 2001
-----------------
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 at the offices of Credit Suisse
Asset Management, LLC, 466 Lexington Avenue (between 45th and 46th Streets),
16th Floor, New York, New York 10017, on Thursday, January 25, 2001 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 of the Fund for the fiscal year ending
September 30, 2001.
(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 30, 2000 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 22, 2000.
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 22, 2000
New York, New York
<PAGE>
THE FIRST ISRAEL FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
-------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 25, 2001
-----------------
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 Credit Suisse Asset Management, LLC, 466 Lexington Avenue (between
45th and 46th Streets), 16th Floor, New York, New York 10017, on Thursday,
January 25, 2001 commencing at 2:00 p.m., New York Time, 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"), 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 $5,000
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 22, 2000.
The principal executive office of CSAM is 466 Lexington Avenue, 16th Floor,
New York, New York 10017. 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, 2000 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, 2001, 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 30, 2000, there were
4,259,295 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 25, 2001.
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, Mr. George W. Landau and Mr. Richard W. Watt, to
serve as Class I Directors until the 2004 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.
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.
</TABLE>
Each nominee currently serves 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.
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 2001 annual meeting, and the officers of the
2
<PAGE>
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 30, PRINCIPAL EMPLOYMENT DURING THE MEMBERSHIP ON BOARD AND PUBLICLY HELD
NAME (AGE) 2000 PAST FIVE YEARS OF THE FUND COMPANIES
---------- ------------- -------------------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac (59)..... 1,000 Professor of Finance and Since 1996; current Director of seven
Columbia University Economics, Graduate School of term ends at the 2003 other CSAM-advised
Graduate School of Business, Columbia University annual meeting. investment companies;
Business (1971-present). Director of The Adams
623 Uris Hall Express Company;
New York, NY 10027 Director of Petroleum
and Resources
Corporation.
George W. Landau (80)......... 0 Senior Advisor, The Latin Since 1995; current Director of four other
Two Grove Isle Drive #1609 American Group, the Coca-Cola term ends at the 2001 CSAM-advised invest-
Coconut Grove, FL 33133 Corporation (1988-present). annual meeting. ment companies; Direc-
tor of Emigrant
Savings Bank; Director
of GAM Funds, Inc.;
Chairman of Latin
American Advis. Board.
Jonathan W. Lubell (70)....... 0 Partner, Morrison Cohen Singer & Since inception;
750 Lexington Ave. Weinstein (a law firm) current term ends at
New York, NY 10022 (1989-present). the 2002 annual
meeting.
William W. Priest, Jr.* (58).. 500 Chairman of CSAM (May, 2000-pre- Since 1997; current Director of fifty-six
466 Lexington Avenue sent), Chief Executive Officer term ends at the 2003 other CSAM-advised
New York, NY 10017 and Managing Director of CSAM annual meeting. investment companies.
(1990-May, 2000).
Steven N. Rappaport (51)...... 2,000 President of Loanet, Inc. Since inception; Director of forty-nine
c/o Loanet Inc. (1995-present); Executive Vice current term ends at other CSAM-advised
40 East 52nd Street President of Loanet, Inc. the 2002 annual investment companies.
New York, NY 10022 (1994-present). meeting.
Richard W. Watt* (42)......... 2,460** Managing Director of CSAM (1996- Since 1997; current Director of four other
466 Lexington Avenue present); Investment Manager of term ends at the 2001 CSAM-advised invest-
New York, NY 10017 CSAM (1995-present); Senior Vice annual meeting. ment companies.
President of CSAM (1995-1996).
All directors and officers
(8 persons, including the
foregoing) as a group........ 5,960
</TABLE>
----------------------------------
* Designates a Director who is an "interested person" of the Fund as defined
under the Investment Company Act of 1940 ("1940 Act"). Messrs. Priest and Watt
are interested persons of the Fund by virtue of their position as directors
and/or officers of CSAM.
** Includes 700 shares owned for the benefit of Mr. Watt's family members.
During the fiscal year ended September 30, 2000, 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 by the Fund during the fiscal year ended September 30,
2000 to all such unaffiliated directors was $51,143. As of the fiscal year
beginning October 1, 2000, each director who is not a director, officer,
partner, co-partner or employee of CSAM will receive fifty percent of his annual
fee in the form of Fund shares.
3
<PAGE>
During the fiscal year ended September 30, 2000, the Board convened nine
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 except as stated below.
The Board has an Audit Committee. Pursuant to the Audit Committee Charter
adopted by the Fund's Board, the Audit Committee is responsible for conferring
with the Fund's independent public accountants, reviewing annual financial
statements and recommending the selection of the Fund's independent public
accountants. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The Audit
Committee has met with Fund management to discuss, among other things, the
Fund's audited financial statements for the year ended September 30, 2000. The
Audit Committee has also met with the Fund's independent public accountants and
discussed with them certain matters required under SAS 61 including, but not
limited to, the scope of the Fund's audit, the Fund's financial statements and
the Fund's accounting controls. The Audit Committee has received the written
disclosures and the letter from the Fund's independent public accountants
required by Independence Standards Board Standard No. 1, as may be modified or
supplemented from time to time, and has discussed with the independent public
accountants, their independence. Based upon these reviews and discussions, the
Audit Committee has recommended to the Board that the Fund's audited financial
statements be included in the Fund's 2000 Annual Report to Shareholders for the
year ended September 30, 2000 and be mailed to Shareholders and filed with the
Securities and Exchange Commission (the "SEC"). 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 and who
are independent as defined by the listing standards of the New York Stock
Exchange. There were two Audit Committee meetings held during the fiscal year
ended September 30, 2000. All directors were present at both meetings with the
exception of Mr. Lubell who did not attend the Audit and Board meetings held on
February 8, 2000. There is also a Valuation Committee composed of
Messrs. Landau and Watt which reviews prices of illiquid or restricted
securities. The Fund does not have a compensation committee.
The Board has a Nominating Committee. The Nominating Committee consists of
directors who are not interested persons of the Fund as defined by the 1940 Act.
The Nominating Committee selects and nominates candidates who are not interested
persons of the Fund (as defined by the 1940 Act) for election to the Board. The
Nominating Committee will consider nominees recommended by shareholders in the
event any vacancies arise. Recommendations for candidates for election to the
Board of the Fund should be submitted to the Board in care of the Secretary 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 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, 2000, all filing requirements applicable to such
persons were complied with.
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 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.
4
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON
NOVEMBER 30, POSITION WITH CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE 2000 FUND EMPLOYMENT DURING THE PAST FIVE YEARS
---- -------- ------------- --------------- ------------------------------------------
<S> <C> <C> <C> <C>
Hal Liebes.............. 36 0 Senior Vice Managing Director of CSAM (December
466 Lexington Avenue President 1999-present); Director and General
New York, NY 10017 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).
Michael A. Pignataro.... 41 0 Chief Financial Vice President of CSAM (1995-present).
466 Lexington Avenue Officer and
New York, NY 10017 Secretary
</TABLE>
The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended September 30, 2000. 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... $11,643 0 0 $109,000 8
George W. Landau....... $ 9,500 0 0 $ 63,500 5
Jonathan W. Lubell..... $ 8,500 0 0 $ 12,500 1
Steven N. Rappaport.... $21,500 0 0 $ 92,250 50
</TABLE>
--------------------------
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTORS.
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 of the Fund for the present fiscal year ending
September 30, 2001. 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 17, 2000, 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, 2001.
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 available by phone 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.
5
<PAGE>
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 2002 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than September 27, 2001. 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, 466 Lexington Avenue, New York, New York 10017, Attention:
Michael Pignataro, Chief Financial Officer and Secretary of the Fund, not later
than November 7, 2001, provided, however, that in the event that the date of the
2002 annual meeting is advanced or delayed by more than 30 days from
January 25, 2002, 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
Fund 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
6
<PAGE>
November 7, 2001 advance notice deadline for submission of proposals pursuant to
the Funds By-Laws indicated above for the 2002 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.
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 December 13, 2000. There were 4,259,295 Shares
outstanding as of November 30, 2000. 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 OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
-------------- ----------------------------------- -------------------------- ------------------------
<S> <C> <C> <C>
Common Stock......... The State Teachers Retirement Board Has sole power to vote and 8.41%
of Ohio dispose of 371,400 Shares.
275 East Broad Street
Columbus, Ohio 43215
Common Stock......... President and Fellows of Harvard Has sole power to vote and 10.60%
College dispose of 453,901 Shares.
c/o Harvard Management
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
Common Stock......... UBS AG Has sole power to vote and 11.90%
Bahnhofstrasse 45 dispose of 527,192 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 466 LEXINGTON AVENUE, NEW YORK, NEW YORK 10017, TELEPHONE
(1-800-293-1232) OR AT THE FUND'S WEBSITE AT WWW.CEFSOURCE.COM. THESE REQUESTS
WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
7
<PAGE>
APPENDIX A
AUDIT COMMITTEE CHARTER
CSAM CLOSED-END FUNDS
ORGANIZATION
The members of the Audit Committee of the Board of Directors ("Directors")
of each CSAM-advised closed-end registered investment company (each a "Fund" and
together, the "Funds") are selected by the full Board of Directors of the
relevant Fund. The members of the Audit Committee shall consist of not less than
three persons (except as otherwise provided below) who are not "interested
persons" (as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended) of the Fund and who are "independent" within the meaning of the
audit committee rules of any securities exchange on which the Fund's shares are
listed for trading. Each member of the Audit Committee shall be financially
literate, as such qualification is interpreted by the Board of Directors in its
business judgment, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee. At least one
member of the Audit Committee must have accounting or related financial
management expertise, as the Board of Directors interprets such qualification in
its business judgment. Any Fund that currently has less than three members on
its Audit Committee must have three members not later than June 14, 2001.
STATEMENT OF POLICY
Each Fund's Audit Committee oversees the financial reporting process for
that Fund. A Fund's Board and its Audit Committee recognize that they are the
shareholders' representatives, that the auditors are ultimately accountable to
the Board of Directors and the Audit Committee and that the Board of Directors
and the Audit Committee have the authority and responsibility to select,
evaluate and, where appropriate, recommend to shareholders the selection or
replacement of the outside auditors.
Each Fund's Audit Committee shall monitor the process for the Funds'
valuation of portfolio assets. This is key to providing shareholders and
regulators adequate, meaningful information for decision making. Members of each
Fund's Audit Committee must have a general understanding regarding the
accounting process and the control structure in place for each Fund. Open
communication with management and the independent auditors is essential.
This Charter shall be reviewed annually by the Board of each Fund.
RESPONSIBILITIES OF THE AUDIT COMMITTEE
In order to provide reasonable flexibility, the following listed Committee
responsibilities are described in broad terms:
- The Audit Committee's role is clearly one of oversight and review and not
of direct management of the audit process. Each Fund's Board and Audit
Committee note that the outside auditors are ultimately accountable to the
Board and the Audit Committee.
- The Audit Committee members are responsible for a general understanding of
the subject Fund's accounting systems and controls.
A-1
<PAGE>
- Committee members shall periodically evaluate the independent audit firm's
performance and the costs of its services. The Audit Committee will make
recommendations to the full Board of Directors regarding the selection of
the independent audit firm. The Committee shall request from the
independent auditors periodically a formal written statement
(1) delineating all relationships between the auditors and the Fund, its
investment adviser and their corporate affiliates and including
disclosures regarding the auditors' independence required by Independence
Standards Board Standard No. 1, as may be modified or supplemented, and
(2) certifying that, in the view of the auditors, they are independent
public accountants with respect to the Fund within the meaning of the
Securities Act of 1933, as amended, and the applicable rules and
regulations thereunder. The Audit Committee is responsible for actively
engaging in a dialogue with the auditors with respect to any disclosed
relationships or services that may impact the objectivity and independence
of the auditors, and for recommending that the full Board take appropriate
steps, if any, in response to the auditors' response to satisfy itself of
the independence of the auditors.
- Each Fund's Audit Committee is responsible for reviewing the scope of the
audit proposed by the Fund's independent auditors.
- Each Fund's Audit Committee is responsible for recording minutes of its
meetings and reporting significant matters to the full Board of Directors.
The Audit Committee shall meet no less frequently than annually and
receive information (as necessary) from, among others, the general counsel
of Credit Suisse Asset Management, LLC and Fund counsel, in addition to
the auditors, in order to be informed about legal and accounting issues
having the possibility of impacting the financial reporting process. This
would include items of industry-wide importance and internal issues such
as litigation.
- Each Fund's Audit Committee is responsible for (i) reviewing and
discussing with management and the auditors the Fund's audited financial
statements; and (ii) discussing with the auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, as may be modified
or supplemented. The Audit Committee shall confirm that the independent
auditors are satisfied with the disclosure and content of the Fund's
audited financial statements and shall advise the Board of Directors with
respect to its recommendation as to the inclusion of the Fund's audited
financial statements in its Annual Report to Shareholders.
- In reviewing the activities of the independent auditors, each Fund's Audit
Committee shall consider the auditors' comments with respect to the
appropriateness and adequacy of the Fund's accounting policies, procedures
and principles.
- The Audit Committee should take appropriate steps to keep apprised of
regulatory changes and new accounting pronouncements that affect net asset
value calculations and financial statement reporting requirements.
- The Audit Committee of each Fund shall review and reassess the adequacy of
this Charter on an annual basis.
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<PAGE>
THE FIRST ISRAEL FUND, INC.
3917-PS-01
<PAGE>
PROXY
THE FIRST ISRAEL FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NY 10017
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 25, 2001, 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 I: George W. Landau (three-year term)
Richard W. Watt (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, 2001: / / / / / /
</TABLE>
<PAGE>
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 AT LEFT / /
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:___________
</TABLE>
