PROXY STATEMENT OF OPPORTUNITY PARTNERS L.P., A STOCKHOLDER OF
THE FIRST ISRAEL FUND, INC., IN OPPOSITION TO THE SOLICITATION BY
THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS (To be held on ----------, 2005)
Opportunity Partners, L.P., a stockholder of The First Israel
Fund, Inc. (the "Fund"), am sending this proxy statement and the
enclosed GREEN proxy card to stockholders of record as of -------
------- 2005 (the "Record Date") of the Fund. We are soliciting
a proxy to vote your shares at the Annual Meeting of Shareholders
of the Fund (the "Meeting"). Please refer to the Fund's proxy
soliciting material for additional information concerning the
Meeting and the matters to be considered by shareholders
including the election of directors.
This proxy statement and the enclosed GREEN proxy card are first
being sent to shareholders of the Fund on or about ------------,
2005.
INTRODUCTION
There is one matter that the Fund has scheduled to be voted upon
at the Meeting, the election of directors. We intend to nominate
two persons for election as directors and to introduce a proposal
recommending that shareholders of the Fund be afforded an
opportunity to realize net asset value ("NAV") for their shares
as soon as practicable. With respect to these matters, we are
soliciting a proxy to vote your shares FOR the election of our
nominees and
FOR the NAV proposal.
How Proxies Will Be Voted
If you wish to vote FOR the election of our nominees and/or to
vote on the NAV proposal, you may do so by completing and
returning a GREEN proxy card. If you return a GREEN proxy card
to us or to my agent, your shares will be voted on each matter as
you indicate.
If you do not indicate how your shares are to be voted on a
matter, they will be voted FOR the election of our nominees and
FOR Proposal 2. If you return a GREEN proxy card, you will be
granting the proxy holder(s) discretionary authority to vote on
any other matters that may come before the Meeting including
matters relating to the conduct of the Meeting.
Voting Requirements
The presence in person or by proxy of at least a majority of the
Fund's outstanding shares shall constitute a quorum. The two
nominees receiving the greatest number of votes cast will be
elected directors. Proposal 2 requires the affirmative vote of a
majority of the votes cast at the Meeting for approval.
Revocation of Proxies
You may revoke any proxy prior to its exercise by (i) delivering
a written revocation of your proxy at the Meeting; (ii) executing
and delivering a later dated proxy; or (iii) voting in person at
the Meeting. (Attendance at the Meeting will not in and of itself
revoke a proxy.) There is no limit on the number of times you may
revoke your proxy prior to the Meeting. Only your latest dated
proxy will be counted.
Information Concerning the Soliciting Shareholder
Opportunity Partners, the soliciting stockholder, is a private
investment partnership whose portfolio manager is Phillip
Goldstein. As of -----------, 2005, Opportunity Partners
beneficially owned ---------- shares of the Fund, of which -----
--- shares have been purchased during the past twelve months and
------------ shares in the prior past twelve months. As of -----
------, 2005, Mr. Goldstein, his clients (including Opportunity
Partners) and clients of his affiliates beneficially owned ------
---- shares of the Fund, of which -------- shares have been
purchased during the past twelve months and ------------ shares
in the prior past twelve months.
REASONS FOR THE SOLICITATION
The board of directors has refused our request to take action to
address the Fund's persistent discount. Consequently, we are
proposing that shareholders of the Fund be afforded an
opportunity to realize NAV for their shares as soon as
practicable and that our nominees be elected to persuade the
other directors to implement this proposal.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, we intend to nominate the following persons for
election as directors. Each nominee has consented to being named
in this proxy statement and to serve as a director if elected.
Mr. Goldstein personally or jointly with his wife owns -------
shares of the Fund and Mr. Hellerman does not own any shares.
Neither nominee has any arrangement or understanding with any
person with respect to any future employment by the Fund or by
any affiliate of the Fund. We do not know of any material
conflicts of interest that would prevent either nominee from
acting in the best interest of the Fund. Please refer to the
Fund's proxy soliciting material for additional information
concerning the election of directors.
Gerald Hellerman (Age 67), 10965 Eight Bells Lane, Columbia, MD
21044
Principal of Hellerman Associates, a financial and corporate
consulting firm; director of The Mexico Equity and Income Fund;
director and President of Innovative Clinical Solutions, Ltd.,
director of Frank's Nursery & Crafts, director of MVC Capital;
director of Brantley Capital Corporation. Mr. Hellerman is
presently serving as Manager-Investment Advisor for a
U.S. Department of Justice Settlement Trust. Mr. Hellerman has
served as a Trustee or Director of Third Avenue Value Trust, a
Trustee of Third Avenue Variable Series Trust, and a Director of
Clemente Strategic Value Fund.
Phillip Goldstein (Age 59), 60 Heritage Drive, Pleasantville, NY
10570
Investment advisor since 1992. Mr. Goldstein has been a director
of Brantley Capital Corporation since 2002 and of The Mexico
Equity and Income Fund since 1999.
PROPOSAL 2: A RECOMMENDATION THAT SHAREHOLDERS OF THE FUND BE
AFFORDED AN OPPORTUNITY TO REALIZE NET ASSET VALUE ("NAV") FOR
THEIR SHARES AS SOON AS PRACTICABLE
The most obvious ways to allow stockholders to realize NAV are
open-ending, an orderly liquidation or a self-tender offer. Each
of these alternatives may also have adverse effects such as
increasing the Fund's expense ratio or the percentage of assets
held in illiquid investments. In the absence of contrary
instructions, the proxy holder(s) will vote your shares FOR this
proposal.
THE SOLICITATION
Opportunity Partners, the soliciting shareholder, is making this
solicitation. Persons affiliated with or employed by us or our
affiliates may assist us in the solicitation of proxies. Banks,
brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this proxy statement and the
enclosed GREEN proxy card to the beneficial owners of shares for
whom they hold shares of record. We will reimburse these
organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that all shareholders will
benefit from this solicitation, we intend to seek reimbursement
of our expenses from the Fund. Shareholders will not be asked to
vote on the reimbursement of our solicitation expenses which we
estimate will be $20,000. There is no arrangement or
understanding involving us or any of our affiliates relating to
future employment by or any future transaction with the Fund or
any of its affiliates.
DATED: --------------, 2005
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of The
First Israel Fund, Inc. by Opportunity Partners for the Annual
Meeting of Shareholders
The undersigned hereby appoints Rajeev Das, Andrew Dakos and
Phillip Goldstein and each of them, as the undersigned's proxies,
with full power of substitution, to attend the Annual Meeting of
Shareholders of The First Israel Fund, Inc. (the "Fund") on -----
----, 2005, (the "Meeting"), and any adjournment or postponement
thereof, and to vote on all matters that may come before the
Meeting and any such adjournment or postponement the number of
shares that the undersigned would be entitled to vote if present
in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. ELECTION OF TWO DIRECTORS
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
2. A RECOMMENDATION THAT SHAREHOLDERS OF THE FUND BE AFFORDED AN
OPPORTUNITY TO REALIZE NET ASSET VALUE ("NAV") FOR THEIR SHARES
AS SOON AS PRACTICABLE
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above in Proposal 1 and FOR
Proposal 2. The undersigned hereby acknowledges receipt of the
proxy statement dated ------------, 2005 of Opportunity Partners
and revokes any proxy previously executed. (Important - Please
be sure to enter date.)
SIGNATURE(S)___________________________ Dated: _______________