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: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 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 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: 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. 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 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. 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 - ---------- ------------- -------------------------------- -------------------- -------------------- 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 - ---------------------------------- * 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 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 SHARES BENEFICIALLY OWNED ON NOVEMBER 30, POSITION WITH CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL NAME AGE 2000 FUND EMPLOYMENT DURING THE PAST FIVE YEARS - ---- -------- ------------- --------------- ------------------------------------------ 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 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. COMPENSATION TABLE - --------------------------------------------------------------------------------------------------------- (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 - --------------------------------------------------------------------------------------------------------- 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 - -------------------------- 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 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 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. NAME AND ADDRESS AMOUNT AND NATURE OF OF PERCENT OF TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS -------------- ----------------------------------- -------------------------- ------------------------ 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 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 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 - 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. A-2 THE FIRST ISRAEL FUND, INC. 3917-PS-01 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.) 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: / / / / / / 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. Signature:______________________ Date:___________ Signature:______________________ Date:___________