SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
THE NEW IRELAND 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)(4) 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:
______________________________________________________________________
May 2, 2007
Dear Stockholder,
The New Ireland Fund, Inc. (the "Fund") will hold its 2007 Annual Meeting
of Stockholders (the "Meeting") on Tuesday, June 5, 2007 at 9 a.m. at the
Harvard Club, 27 West 44th Street, New York, NY 10036. At the Meeting,
stockholders will elect two Directors and vote on such other matters as may
properly come before the Meeting.
On behalf of the Board of Directors, I cordially invite all stockholders to
attend the Meeting. Whether or not you plan to attend the Meeting in person,
please take the time to vote by mailing in your proxy. As explained in the
attached Proxy Statement, you may withdraw your proxy at any time before it is
actually voted at the Meeting.
We look forward to your continued support.
Sincerely,
/s/ Peter Hooper
----------------------------------------
Chairman
THE NEW IRELAND FUND, INC.
C/O PFPC INC.
99 HIGH STREET, 27TH FLOOR
BOSTON, MASSACHUSETTS 02110
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The New Ireland Fund, Inc. (the "Fund"), a Maryland corporation,
will be held on Tuesday, June 5, 2007 at 9:00 a.m. at the Harvard Club, 27 West
44th Street, New York, NY 10036, for the following purposes:
1. To elect two (2) Directors of the Fund (Proposal 1).
2. To consider and act upon any other business as may properly come before
the Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Only stockholders of record at the close of business on Monday, April 9,
2007 are entitled to notice of, and to vote at, this Meeting or at any
adjournments thereof.
Vincenzo A. Scarduzio
Secretary
Dated: May 2, 2007
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD
PROMPTLY. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
NEXT PAGE.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Joint owners should each sign, exactly as your names(s)
are shown in the registration.
3. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp..................................... ABC Corp.
(2) ABC Corp..................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer................... John Doe
(4) ABC Corp. Profit Sharing Plan................ John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust.................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78............................ Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA............. John B. Smith
(2) Estate of John B. Smith...................... John B. Smith, Jr., Executor
THE NEW IRELAND FUND, INC.
C/O PFPC INC.
99 HIGH STREET, 27TH FLOOR
BOSTON, MASSACHUSETTS 02110
ANNUAL MEETING OF STOCKHOLDERS
JUNE 5, 2007
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors of The New
Ireland Fund, Inc. (the "Fund") in connection with its solicitation of proxies
for use at the Annual Meeting of Stockholders (the "Meeting") to be held on
Tuesday, June 5, 2007 at 9:00 a.m. at the Harvard Club, 27 West 44th Street, New
York, NY 10036 and at any adjournments thereof. The purpose of the Meeting and
the matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Stockholders.
If the accompanying proxy is executed properly and returned by June 5, 2007
in time to be voted at the Meeting, shares represented by it will be voted at
the Meeting in accordance with the instructions on the proxy. If, however, no
instructions are specified, shares will be voted for the election of Directors.
If your shares are held though a broker, your shares can be voted on the
election of Directors in your broker's discretion. Broker non-votes will have no
effect on the election of Directors. A proxy may be revoked at any time prior to
the time it is voted, by written notice to the Secretary of the Fund or by
attendance at the Meeting.
A quorum of the Fund's shareholders is required to properly conduct the
business of the Meeting. Under the By-Laws of the Fund, a quorum is constituted
by the presence in person or by proxy of stockholders entitled to cast a
majority of the votes entitled to be cast at the meeting. In the event a quorum
is not present at the Meeting, the holders of a majority of the stock present in
person or by proxy will have the power to adjourn the Meeting, without notice
other than an announcement at the Meeting, until the requisite amount of stock
entitled to vote at such Meeting is present. In the event a quorum is present at
the Meeting but sufficient votes to approve any of the proposed items are not
received, the persons named as proxies may propose one or more adjournments of
such Meeting to permit further solicitation of proxies. A stockholder vote may
be taken on one or more of the proposals in this proxy statement prior to such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting in person or by proxy and the
persons named as proxies will vote those proxies which they are entitled to vote
FOR or AGAINST any such proposal in their discretion. Absent the establishment
of a subsequent record date and the giving of notice to the holders of record
thereon, the adjourned Meeting will take place not more than 120 days after the
original record date. At such adjourned Meeting, any business may be transacted
which might have been transacted at the original Meeting.
The close of business on April 9, 2007 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 4,834,813 shares of common stock outstanding
and entitled to vote. Each share will be entitled to one vote at the Meeting. It
is expected that the Notice of Annual Meeting, proxy statement, and form of
proxy will be mailed to stockholders on or about May 5, 2007.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic, or oral communications by regular employees of the Fund's
Investment Adviser.
THE ANNUAL REPORT OF THE FUND, INCLUDING AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED OCTOBER 31, 2006, IS AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE NEW IRELAND FUND, INC., C/O PFPC, INC. 99 HIGH STREET,
27TH FLOOR, BOSTON, MASSACHUSETTS 02110, BY ACCESSING THE FUND'S WEBSITE AT
WWW.NEWIRELANDFUND.COM, OR BY CALLING 1-800-468-6475.
The date of this Proxy Statement is May 2, 2007.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL/RECORD OWNERS
To the knowledge of management of the Fund and its Board, the following
shareholder(s) or "group", as the term is defined in Section 13(d) of the
Securities Exchange Act of 1934 (the "1934 Act"), beneficially owned, or were
owners of record of, more than 5% of the Fund's outstanding shares as of April
9, 2007.
SHAREHOLDER NAME AND ADDRESS AMOUNT AND NATURE OF OWNERSHIP PERCENT OF SHARES
---------------------------- ------------------------------ -----------------
The Governor and Company of the Bank of Ireland, 293,974 (beneficial) (1) 6.08%
BIAM Holdings, Bank of Ireland Asset Management
(U.S.) Limited, and Bank of Ireland Asset
Management Limited
c/o Bank of Ireland Asset Management Limited
40 Mespil Road, Dublin 4, Ireland
Cede & Co(2) 4,681,862 (record) 96.84%
55 Water Street, 25th Floor
New York, NY 10041
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(1) Ownership of shares is as follows: (i) Bank of Ireland Asset Management
(U.S.) Limited ("BIAMUS"), Investment Adviser to the Fund, held direct
beneficial ownership of 12,609 shares or 0.26% of common stock outstanding,
which it purchased to provide seed capital to the Fund; (ii) Bank of
Ireland Asset Management Limited ("BIAML") held direct beneficial ownership
of 281,365 shares or 5.82% of common stock outstanding in accounts for
which it serves as the investment adviser under its investment management
agreements; (iii) BIAM Holdings, as the controlling member of BIAMUS and
BIAML, may be deemed to possess beneficial ownership of the shares of
common stock beneficially owned by BIAMUS and BIAML; and (iv) The Governor
and Company of the Bank of Ireland, as sole shareholder of BIAM Holdings,
may be deemed to possess beneficial ownership of the shares of common stock
beneficially owned by BIAM Holdings.
(2) A nominee partnership of The Depository Trust Company.
To the knowledge of the Fund, as of the record date, no current Director of
the Fund held 1% or more of the outstanding shares of the Fund, and the officers
and Directors of the Fund owned, as a group, less than 1% of the outstanding
shares of the Fund.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, two Directors will be elected. Pursuant to the Fund's
By-laws, the terms of office of the Directors are staggered. The Board of
Directors is divided into three classes, designated: Class I, Class II, and
Class III. Class I consists of Peter J. Hooper and George G. Moore, Class II
consists of Denis P. Kelleher and David Dempsey, and Class III consists of
Margaret Duffy and Brendan Donohoe. The two Directors in Class II are being
considered for election at this Meeting. If elected, Messrs. Kelleher and
Dempsey will hold office for a term of three years and until their successors
are elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote, on behalf of the stockholders, for the election of
Denis P. Kelleher and David Dempsey.
The nominees have consented to being named in this Proxy Statement and to
serve as Directors if elected. The Board of Directors has no reason to believe
that any nominee will become unavailable for election as a Director, but if that
should occur before the Meeting, proxies will be voted for such other person as
the Board of Directors may recommend.
The Directors and officers of the Fund are listed below, together with
their respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Directors, their positions with
certain international organizations and publicly-held companies.
2
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND COMPLEX
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) AND OTHER OVERSEEN BY
NAME ADDRESS, AND AGE THE FUND TIME SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS DIRECTOR
--------------------- ------------ ------------ --------------------------------------------- -----------
NON-INTERESTED DIRECTORS:
Peter J. Hooper, 67 Director and Since 1990 President of Hooper Associates-Consultants 1
Westchester Financial Chairman of (1994 to present); Director, The Ireland
Center, Suite 1000 the Board United States Council for Commerce and
50 Main Street Industry (1984 to present); Director, Flax
White Plains, NY 10606 Trust - America (1988 to 2007); Director,
Children's Medical Research Foundation (1987
to 2004).
David Dempsey, 57 Director Since 2007 Managing Director, Bentley Associates L.P., 1
306 Lexington Avenue (1991 to present).
New York, NY 10017
Margaret Duffy, 63 Director Since 2006 Financial Consultant, Director, The 1
164 East 72 Street, Dyson-Kissner-Moran Corporation (2000 to
Suite 7B present); Director, National Association of
New York, NY 10021 Women Artists, Inc. (2001 to present);
Director, Little Sisters of the Assumption
Family Health Service, Inc. (2005 to
present). Director, The Ireland United States
Council for Commerce and Industry (1994 to
2005).
Denis P. Kelleher, 68 Director Since 1991 Chief Executive Officer, Wall Street 1
17 Battery Place Access-Financial Services (1981 to present);
New York, NY 10004 Director, Independence Community Bank (1992
to present); Chairman and Member of the
Board of Trustees St. John's University
(1998 to present).
George G. Moore, 56 Director Since 2004 Chairman/Chief Executive Officer, TARGUSinfo 1
8010 Towers Crescent Drive (1993 to present); Chairman, AMACAI
Vienna, VA 22182 Information Corp. (2001 to present).
INTERESTED DIRECTOR:
Brendan Donohoe, 48** Director and Since 2005 President, Bank of Ireland Asset Management 1
75 Holly Hill Lane President*** (U.S.) Limited (2005 to present); Director &
Greenwich, CT 06830 Regional Director, Asia/Pacific, BIAM
Australia Pty Limited (2000 to 2005);
Director & Regional Director Asia/Pacific,
Bank of Ireland Asset Management (Japan)
Limited (2000 to 2005); Managing Director,
BIAM Australia Pty Limited, (1996 to 2000);
Director, Iridian Asset Management LLC (2005
to present).
3
TERM OF
POSITION(S) OFFICE AND
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) AND OTHER
NAME ADDRESS, AND AGE THE FUND TIME SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS
--------------------- ------------ ------------ ---------------------------------------------
OFFICERS***:
Brendan Donohoe see description above
Lelia Long, 44, Treasurer Since 2002 Senior Vice President & Director, Bank of N/A
75 Holly Hill Lane Ireland Asset Management (U.S.) Limited
Greenwich, CT 06830 (1999 to present); Director, Iridian Asset
Management LLC (2002 to 2005).
Salvatore Faia, 44 Chief Since 2005 President, Vigilant Compliance Services, N/A
Vigilant Compliance Compliance (2004 to present); Trustee, Energy Income
186 Dundee Drive, Suite Officer Partnership, (2005 to present); Senior Legal
700 Counsel, PFPC Inc. (2002 to 2004); Chief
Williamstown, NJ 08094 Legal Counsel, Corviant Corporation
(Investment Adviser, Broker-Dealer and
Service Provider to Investment Advisers
and Separate Account Providers) (2001 to
2002); Partner, Pepper Hamilton LLP
(law firm) (1997 to 2001).
Colleen Cummings, 36 Assistant Since 2006 Vice President and Director, PFPC Inc. (2004 N/A
4400 Computer Drive Treasurer to present); Manager, PFPC Inc. (1998 - 2004)
Westborough, MA 01580
Vincenzo A. Scarduzio, 35 Secretary Since 2005 Assistant Vice President, PFPC Inc. (2006 to N/A
760 Moore Road Present); Senior Regulatory Administrator,
King of Prussia, PA 19406 PFPC Inc. (2001 to 2006).
* Each Director shall serve until the expiration of his current term and
until his successor is elected and qualified.
** Mr. Donohoe is deemed to be an "interested" director because of his
affiliation with the Investment Advisor.
*** Each Officer of the Fund will hold office until a successor has been
elected by the Board of Directors.
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES IN FUND FOR EACH DIRECTOR AND NOMINEE
FOR ELECTION AS DIRECTOR:
AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED
EQUITY SECURITIES INVESTMENT COMPANIES OVERSEEN BY DIRECTOR
NAME OF DIRECTOR HELD IN THE FUND* IN FAMILY OF INVESTMENT COMPANIES**
---------------- ----------------- -----------------------------------------
Independent Directors &
Nominees
David Dempsey B B
Margaret Duffy B B
Peter J. Hooper C C
Denis P. Kelleher E E
George G. Moore E E
Interested Directors
Brendan Donohoe A A
4
----------
* KEY TO DOLLAR RANGES
A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. Over $100,000
** AS OF APRIL 9, 2007 THE FUND'S FAMILY OF INVESTMENT COMPANIES CONSISTED
ONLY OF THE FUND.
As of April 9, 2007, none of the independent directors or their immediate
family members owns beneficially or of record securities in the Fund's
investment advisor or entity directly or indirectly controlling, controlled by,
or under common control with the Fund's Investment Advisor.
COMPENSATION
The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers. The Fund currently pays each
of its Directors who is not a managing director, officer, or employee of the
Fund's Investment Adviser or any affiliate thereof an annual fee of $16,000 plus
$2,000 for each meeting of the Board of Directors attended in person or via
telephone and any stockholder meeting attended in person not held on the same
day as a meeting of the Board. The Fund currently pays each of its Directors who
is not a managing director, officer, or employee of the Fund's Investment
Adviser or any affiliate thereof $1,500 for each meeting of any Committee of the
Board attended in person or via telephone. The Fund pays the Chairman of the
Board of Directors an additional $35,000 annually and pays the Chairman of the
Audit Committee an additional $3,000 per meeting attended of the Audit
Committee. In addition, each Director is also reimbursed for travel and certain
out-of-pocket expenses. Officers of the Fund who are employed by PFPC Inc.
("PFPC"), the Fund's administrator, receive reimbursement from the Fund for
travel to and from Board meetings. No Director received compensation from the
Fund in excess of $120,000 for the fiscal year ended October 31, 2006.
COMPENSATION SCHEDULE FOR THE
FISCAL YEAR ENDED OCTOBER 31, 2006
PENSION OR ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFITS ACCRUED BENEFITS TOTAL COMPENSATION
COMPENSATION AS PART OF FUND UPON FROM THE FUND
NAME OF PERSON AND POSITION FROM THE FUND EXPENSES RETIREMENT PAID TO DIRECTORS
--------------------------- ------------- ---------------- ---------- ------------------
Peter J. Hooper............. $60,083.00 0 N/A $60,083.00
Chairman of the Board
James J. Boyle(1)........... $14,458.33 0 N/A $14,458.33
Director
Margaret Duffy(2)........... $ 9,041.67 N/A N/A $ 9,041.67
Director
Brendan Donohoe............. N/A N/A N/A N/A
Director
Denis P. Kelleher........... $23,500.00 0 N/A $23,500.00
Director
George G. Moore............. $24,500.00 0 N/A $24,500.00
Director
James M. Walton(3).......... $29,500.00 0 N/A $29,500.00
Director
----------
(1) James Boyle resigned from the Board on April 30, 2006.
(2) Margaret Duffy was not appointed to the Board until May 1, 2006.
(3) James M. Walton resigned from the Board on April 19, 2007.
5
There were four regular meetings of the Board of Directors held during the
fiscal year ended October 31, 2006. Each Director attended at least 75% of the
aggregate number of meetings of the Board and of meetings of Board Committees on
which that Director served. Aggregate fees and expenses paid to the Board of
Directors for the fiscal year ended October 31, 2006 were $161,083.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE/AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's financial reporting process. The Audit Committee
operates pursuant to a Charter that was most recently approved by the Board on
April 23, 2007. A copy of the Audit Committee Charter is attached hereto as
Exhibit A. As set forth in the Charter, management of the Fund is responsible
for the preparation, presentation and integrity of the Fund's financial
statements, and for the procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent registered public
accounting firm is responsible for auditing the Fund's financial statements and
expressing an opinion as to their conformity with accounting principles
generally accepted in the United States of America.
The Audit Committee consists of Ms. Duffy and Messrs. Hooper, and Moore,
all of whom are "independent" Directors of the Fund as defined in the listing
standards of the New York Stock Exchange. The Audit Committee is responsible for
the engagement of the independent registered public accounting firm and reviews
with the independent registered public accounting firm the plan and results of
the audit engagement and matters having a material effect on the Fund's
financial operations. The Audit Committee met two times during the fiscal year
ended October 31, 2006.
In performing its oversight function, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent
registered public accounting firm. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as modified or supplemented. The Audit Committee has also received
the written disclosures from the independent registered public accounting firm
required by Independence Standards Board Standard No. 1, Independent Discussions
with Audit Committees, as currently in effect.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of
the Audit Committee rely without independent verification on the information
provided to them and on the representations made by management and the
independent registered public accounting firm. Accordingly, the Audit
Committee's oversight does not provide an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles or appropriate internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not assure that the audit of the Fund's financial statements has been
carried out in accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with accounting principles
generally accepted in the United States of America or that the Fund's auditors
are in fact "independent".
Based upon the reports and discussion described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Charter, the Audit Committee recommended to the
Board that the audited financial statements be included in the Fund's Annual
Report for the year ended October 31, 2006.
Submitted by the Audit Committee of the Fund's Board of Directors
Margaret Duffy
Peter J. Hooper
George G. Moore
NOMINATING COMMITTEE
The Board of Directors has a Nominating Committee consisting of Messrs.
Hooper, Kelleher, and Moore, which is responsible for recommending qualified
candidates for election to the Board of Directors of the Fund in the event a
position is vacated or created. Each member of the Nominating Committee is
independent, as that term is defined by the New York Stock Exchange listing
standards. The Nominating Committee would consider recommendations by
shareholders if a vacancy were to exist. Such recommendations should be
forwarded to the Secretary of the Fund. The Nominating Committee of the Fund met
once during the Fund's fiscal year ended October 31, 2006 and most recently, on
April 10, 2007, to consider the nomination of David Dempsey. The Nominating
Committee does not have a Charter, but will take into consideration such factors
as it deems appropriate when nominating candidates for election to the Board of
Directors. These factors may include judgment, skill, diversity, experience with
investment companies and other organizations of comparable purpose, complexity,
size and subject to similar legal restrictions and oversight, the interplay of
the candidate's experience with the experience of other Board members, and the
extent to which the candidate would be a desirable addition to the Board and any
committees thereof. The Nominating
6
Committee will treat all equally qualified candidates in the same manner. The
Nominating Committee may modify its policies and procedures for director
nominees and recommendations in response to changes in the Fund's circumstances,
and as applicable legal or listing standards change.
OTHER COMMITTEES
The Board of Directors of the Fund has a Compensation Committee, which is
responsible for ensuring that the Directors' compensation is competitive as
compared to its peers, so that the Fund may continue to retain and attract high
caliber directors. The members of the Compensation Committee are Ms. Duffy and
Messrs. Kelleher, and Moore. The Compensation Committee met twice during the
Fund's fiscal year ended October 31, 2006.
The Board of Directors has a Valuation Committee consisting of Ms. Duffy
and Messrs. Donohoe, Hooper and Kelleher, which is responsible for monitoring
the valuation of unlisted securities by the Fund's Investment Adviser and for
making such determination as necessary should changes in an approved valuation
be recommended during the period between Board meetings. The Valuation Committee
of the Fund did not meet during the Fund's fiscal year ended October 31, 2006.
Shareholders who wish to send communications to the Board should send them
to the address of the Fund and the attention of the Board. All such
communications will be directed to the Board's attention.
The Fund does not have a formal policy regarding attendance of Directors at
the Annual Meeting of Stockholders; however, all of the Directors of the Fund
(except David Dempsey who was not a Director at the time) attended the June 6,
2006 Annual Meeting of Stockholders.
REQUIRED VOTE
In the election of a Director of the Fund, the candidate in order to be
elected requires a plurality of the votes cast by the holders of shares of the
Fund represented at the Meeting, if a quorum is present.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 1.
ADDITIONAL INFORMATION
INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's advisory structure provides a multinational arrangement for
furnishing management skills and investment advice to pursue the Fund's
investment objective of investing primarily in equity securities of Irish
corporations. Bank of Ireland Asset Management (U.S.), Limited ("BIAM"), an
Irish company registered as an investment adviser under the U.S. Investment
Advisers Act of 1940, acts as the Fund's Investment Adviser. BIAM's principal
office in the United States is located at 75 Holly Hill Lane, Greenwich,
Connecticut 06830.
PFPC Inc., the Fund's Administrator, located at 99 High Street, 27th Floor,
Boston, Massachusetts 02110, provides administration services to the Fund.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CHANGE IN ACCOUNTANTS
On January 23, 2007, the Audit Committee decided to end the relationship
the Fund had with Grant Thornton LLP ("Grant Thornton"), dating back to 2003,
due to independence issues arising out of the Sarbanes-Oxley legislation. The
decision to change auditors was not the result of any disagreement between the
Fund and Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Prior to the commencement of the October 31, 2006 audit, Grant Thornton had
advised the Fund that the Grant Thornton International member firm, located in
Ireland, would be providing certain prohibited non-audit services to Bank of
Ireland, an affiliate of Bank of Ireland Asset Management (U.S.) Limited, the
Fund's Advisor. Although Grant Thornton had previously confirmed that they were
independent with respect to the Fund within the meaning of Sarbanes-Oxley and
the requirements of the Independence Standards Board, the prohibited services,
now being undertaken, meant that they could no longer be considered independent.
At a meeting held on March 6, 2007, upon the recommendation of the Audit
Committee, a majority of the Directors who are not "interested persons" of the
Fund, as defined in the Investment Company Act of 1940, as amended (the "1940
Act), selected Tait, Weller & Baker LLP ("Tait Weller"), 1818 Market Street,
Suite 2400, Philadelphia, Pennsylvania as independent
7
auditors for the Fund for the fiscal year ending October 31, 2007. The selection
of Tait Weller was ratified by the entire Board. Tait Weller has advised the
Fund that, to the best of its knowledge and belief, as of the record date, no
Tait Weller professional had any direct or material indirect ownership interest
in the Fund inconsistent with independent professional standards pertaining to
accountants. It is expected that representatives of Tait Weller will not be
present at the Meeting, but will be available by telephone to answer any
questions that may arise. In reliance on Rule 32a-4 under the 1940 Act, the Fund
is not seeking shareholder ratification of the selection of Tait Weller as
independent auditors.
Grant Thornton served as independent accountants for the Fund until their
resignation on January 23, 2007. Grant Thornton's reports on the financial
statements for the two years immediately preceding their resignation contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the two fiscal
years immediately preceding Grant Thornton's resignation, there were no
disagreements with such accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
Set forth in the table below are fees billed to the Fund by Grant Thornton
for professional services rendered to the Fund for the fiscal years ended
October 31, 2005 and October 31, 2006. There were no other fees billed by Grant
Thornton to the Fund.
Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees* All Other Fees
----------------- ---------- ------------------ --------- --------------
10/31/2006 $36,500 -- $3,604 --
10/31/2005 $35,560 -- $2,575 --
* Fees billed to the Fund in connection with tax consulting services,
including the review of the Fund's income tax returns.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act, and the rules thereunder, require that the Fund's
Directors and officers, certain persons affiliated with the Investment Adviser,
and persons who own more than 10% of a registered class of the Fund's
securities, file reports of ownership and changes of ownership with the SEC and,
in some cases, the New York Stock Exchange. Directors, officers, and greater
than 10% shareholders are required by SEC regulations to furnish the Fund with
copies of all Section 16(a) forms they file.
Based solely upon the Fund's review of the copies of such forms it received
and written representations from certain of such persons, the Fund believes that
during the Fund's fiscal year ended October 31, 2006 these persons complied with
all such applicable filing requirements, except that a Form 3 report required to
be filed by Salvatore Faia, Chief Compliance Officer of the Fund, was filed
late.
BROKER NON-VOTES AND ABSTENTIONS
A proxy on shares held by brokers or nominees which (a) is properly
executed and returned accompanied by instructions to withhold authority to vote,
or (b) as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter, represents a broker
"non-vote". Proxies that reflect abstentions or broker non-votes (collectively,
"abstentions") will be counted as shares that are present and entitled to vote
on the matter for purposes of determining the presence of a quorum. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining the "votes cast" on a proposal.
The election of Directors (Proposal 1) requires that each successful
candidate receives a plurality of the votes cast at the Meeting; therefore,
abstentions will be disregarded.
Stockholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Annual Report for the year ending October 31, 2007.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
8
STOCKHOLDER PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders to be held in 2008 must be received by the Fund on or
before December 19, 2007 in order to be included in the Fund's proxy statement
and proxy relating to that meeting and must satisfy the requirements of federal
securities laws.
Vincenzo A. Scarduzio
Secretary
Dated: May 2, 2007
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE
REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
9
THE NEW IRELAND FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 5, 2007
The undersigned hereby appoints Peter J. Hooper, Lelia Long and Colleen
Cummings, and each of them, attorneys in fact and proxies of the undersigned,
with full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned as designated on the reverse side of
this proxy card, all stock of The New Ireland Fund, Inc. held of record by the
undersigned on April 9, 2007 at the Annual Meeting of Stockholders (the
"Meeting") to be held on June 5, 2007, and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated herein. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
(CONTINUED ON THE REVERSE SIDE)
10
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES.
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF ALL THE PROPOSALS.
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 1. (INSTRUCTION: To withhold authority to vote
for any individual nominee, write that
(1) Election of Directors: Denis P. Kelleher nominee's name on the line below)
and David Dempsey (Class II Directors)
______________________________________________
FOR all nominees [ ] WITHHOLD from all [ ] (2) To vote and otherwise represent the
listed above nominees listed undersigned on any other matter that may
(except as above properly come before the meeting or any
noted below) adjournment or postponement thereof in the
discretion of the Proxy holder.
PLEASE SIGN AND DATE BELOW AND MAIL THIS PROXY CARD
PROMPLY USING THE ENCLOSED ENVELOPE.
---------------------------------------------------
(Title or Authority)
---------------------------------------------------
(Signature)
---------------------------------------------------
(Signature)
Dated: __________, 2007
(Joint owners should EACH sign. Please sign EXACTLY
as your name(s) appears on this card. When signing
as attorney, trustee, executor, administrator,
guardian or corporate officer, please give your
FULL title below.)
EXHIBIT A
THE NEW IRELAND FUND, INC.
AUDIT COMMITTEE CHARTER
I. COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee shall be composed of at least three Directors:
(a) Each of whom shall not be an "interested person" of the Fund, as
defined in the Investment Company Act of 1940, as amended, (the
"Investment Company Act") or an "affiliated person" of the Fund, as
described in the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(b) Each of whom shall not accept any consulting, advisory, or other
compensatory fee from the Fund (other than fees for serving on the
Board of Directors or any committee thereof) or have any other
relationship to the Fund that may interfere with the exercise of such
person's independence from the Fund and Fund management.
(c) Each of whom shall otherwise satisfy the applicable independence
requirements for any stock exchange or market quotation system on
which Fund shares are listed or quoted.
(d) Each of whom shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or
shall become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee.
(e) At least one of whom shall have accounting or related financial
management expertise as the Board of Directors interprets such
qualification in its business judgment.
The Audit Committee shall determine whether at least one member of the Committee
is an "audit committee financial expert" as defined in Item 407 of Securities
and Exchange Commission ("SEC") Regulation S-K, and shall consider whether any
member thereon serves on the audit committee of any other public companies.
No Director may serve as a member of the Audit Committee if such Director serves
on the Audit Committee of more than two other public companies unless the Board
of Directors determines such simultaneous service would not impair the ability
of such director to effectively serve on the Audit Committee and, if required by
law, discloses this determination in the Fund's annual proxy statement. Members
shall be appointed by the Board, and shall serve at the pleasure of the Board
and for such term or terms as the Board may determine. The Board shall designate
one member of the Committee as its Chairperson. In the event of a tie vote on
any issue, the Chairperson's vote shall decide the issue.
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II. PURPOSES OF THE AUDIT COMMITTEE
The purposes of the Audit Committee are:
(a) to oversee the accounting and financial reporting processes of the
Fund and its internal control over financial reporting and, as the
Audit Committee deems appropriate, to inquire into the internal
control over financial reporting of certain third-party service
providers;
(b) to oversee, or, as appropriate, assist Board oversight of the quality
and integrity of the Fund's financial statements and the independent
audit thereof;
(c) to oversee, or, as appropriate, assist Board oversight of the Fund's
compliance with legal and regulatory requirements that relate to the
Fund's accounting and financial reporting, internal control over
financial reporting and independent audits;
(d) to approve prior to appointment the engagement of the Fund's
independent accountants and, in connection therewith, to review and
evaluate their qualifications, independence and performance;
(e) to act as a liaison between the Fund's independent accountants and the
Board;
(f) to prepare an Audit Committee report to be included in proxy
statements relating to the election of directors; and
(g) to assist Board oversight of the Fund's compliance function as it
relates to financial statements.
III. MEETINGS OF THE AUDIT COMMITTEE
The Audit Committee shall meet with the Fund's independent auditors (outside the
presence of the Fund's management) at least twice a year and at such other times
as the circumstances dictate, (including telephonic meetings). Special meetings
may be called by the Chair or a majority of the members of the Audit Committee
upon reasonable notice to the other members of the Audit Committee. The Audit
Committee shall meet at least once annually with the Administrator and the Chief
Compliance Officer of the Fund.
Although the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits nor to determine that the Fund's financial statements are complete or
accurate or have been prepared in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. It is also not the duty of the Audit Committee to assure compliance
with laws, regulations or any Code of Ethics approved or adopted by the Board of
Directors.
Nothing in this Charter shall be construed to reduce the responsibilities or
liabilities of the Fund's service providers, including the independent auditors.
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IV. RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE
TO FULFILL ITS RESPONSIBILITIES AND DUTIES, THE AUDIT COMMITTEE SHALL:
A. CHARTER. Review this Charter annually and recommend any proposed
changes to the Board.
B. INDEPENDENT AUDITORS.
1. SELECTION AND OVERSIGHT. Be directly responsible for the
appointment, compensation, retention and oversight of the
work of the independent auditors (including resolution of
disagreements between management and the independent
auditors regarding financial reporting) in relation to the
preparation or issuance of an audit report or performing
other audit, review or attest services for the Fund. Any
such engagement shall be pursuant to a written engagement
letter approved by the Audit Committee. Annually evaluate
the lead partner of the independent auditor. Discuss process
and timing for rotation of lead partner, concurring partner
and any other partners assigned. The independent auditors
shall report directly to the Audit Committee.
2. QUALITY CONTROLS. On an annual basis, obtain and review a
report by the independent auditors describing the
independent auditors' internal quality-control procedures
and any material issues raised by the independent auditors'
most recent internal quality-control review, peer review, or
any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one
or more independent audits carried out by the Firm and the
Firm's response thereto. Obtain and review the most recent
written findings of the PCAOB in connection with its
inspection of the Fund's independent auditors and their
response thereto.
3. PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES TO THE FUND.
Pre-approve or adopt appropriate procedures to pre-approve
all audit and permissible non-audit services fees to be
provided by the independent auditors to the Fund.
4. PRE-APPROVAL OF NON- AUDIT SERVICES TO THE ADVISER AND ITS
AFFILIATES. Pre-approve or adopt appropriate procedures to
pre-approve non-audit services and fees related directly to
the operations and financial reporting of the Fund, to be
provided by the Fund's independent auditors to the Adviser
and its Affiliates.
5. AUDITOR INDEPENDENCE. On an annual basis, request, receive
in writing and consider specific representations from the
Fund's independent auditors with respect to the independence
of such auditors, audit partner rotation, and conflicts of
interest described in Section 10A(l) of the 1934 Act, and to
consider whether the provision of any non-audit services to
the Fund and or its
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Adviser and its Affiliates by the Fund's independent
accountants, which were not pre-approved by the Audit
Committee, is compatible with maintaining the independence
of those accountants.
6. AUDIT SCOPE. Meet with the independent auditors and
management to review the arrangements for and scope of the
proposed audit for the current year:
- Discuss with auditors their planned audit procedures in
response to their risk assessment and understanding of
financial and accounting controls of the Fund.
- Discuss and consider their required communication with audit
committees in accordance with professional auditing
standards and SEC rules and regulations.
- Approve the auditors' engagement letter.
- Approve the auditors' estimated audit and non-audit fees.
7. AUDIT RESULTS. At the conclusion of an audit, and before the
filing of the annual audited financial statements with the
SEC, meet with the independent auditors and management to:
- Discuss and consider written reports from the Fund's
independent auditors regarding (1) all critical accounting
policies and practices to be used; (2) all alternative
treatments of financial information within generally
accepted accounting principles that have been discussed with
Fund management, ramifications of the use of such
alternative disclosures and treatments, and the treatment
preferred by the independent auditors; and (3) other
material written communications between the independent
auditors and Fund management, such as any management letter
or schedule of unadjusted differences and all other matters
the independent auditors believe are required to be
communicated to audit committees under professional auditing
standards.
- Discuss and consider any comments or recommendations of the
independent auditors or management regarding their
assessment of significant risks or exposures and the steps
taken by management to minimize such risks to the Fund.
- Discuss and consider any deviations from the proposed scope
of the audit previously presented to the Audit Committee.
- Discuss with legal counsel, management and the Fund's CCO
any legal or compliance issues.
A-4
- Discuss with management and the independent auditors their
respective procedures used to assess the appropriateness of
securities prices provided by external pricing services.
- Discuss the form of opinion the independent auditors propose
to render to the Board of Directors and shareholders.
- Discuss with management and the independent auditors the
Fund's compliance with Subchapter M of the Internal Revenue
Code of 1986, as amended.
- Approve all final audit and non-audit fees to the Fund.
- Review a schedule of any non-audit services and fees to the
Adviser and its Affiliates which were not pre-approved in
accordance with this Charter and consider the impact of any
such services and fees on the independence of the auditors.
8. MANAGEMENT LETTER. Review any management letter issued by
the independent auditors and management's response to any
such letter.
C. RISK ASSESSMENT AND INTERNAL CONTROLS
1. Review annually with management and the independent auditors
their separate risk assessments and evaluations of the
adequacy and effectiveness of the Fund's system of internal
controls over the processing of financial transactions and
the preparation of the financial statements.
2. Review with management and the independent auditors:
a. any significant audit findings related to the
Fund's systems for accounting, reporting and
internal controls; and
b. any recommendations for the improvement of
internal control procedures or particular areas
where new of more detailed controls or procedures
are desirable.
3. Review with the Fund's principal executive officer and chief
financial officer, in connection with the required
certifications on Form N-CSR, any material weaknesses or
significant deficiencies in the design or operation of
internal control over financial reporting which are
reasonably likely to adversely affect the Fund's ability to
process, summarize and report financial information and as
to the existence of any fraud, whether or not material, that
involves management or other employees or service providers
who have a significant role in the Fund's internal control
over financial reporting.
A-5
D. FINANCIAL REPORTING
1. FINANCIAL STATEMENTS. Review with management and the
independent auditors the Fund's audited annual financial
statements and semi-annual unaudited financial statements,
including any discussion or analysis of the Fund's financial
condition and results of operations and recommend to the
Board, if appropriate, that the annual audited financial
statements be included in the Fund's annual report to
shareholders required by the Investment Company Act.
2. PRESS RELEASES. Discuss press releases issued by the Fund to
the extent they are related to financial information of the
Fund.
3. AUDIT COMMITTEE REPORT. Prepare an audit committee report as
required to be included in the annual proxy statement.
E. OTHER RESPONSIBILITIES.
1. REPORT TO THE BOARD. Report regularly its significant
activities to the Board and make such recommendations with
respect to any matters herein as the Audit Committee may
deem necessary or appropriate.
2. WHISTLEBLOWER PROCEDURES. Establish procedures for the
receipt, retention and treatment of complaints received by
the Fund or the Adviser regarding accounting, internal
accounting controls or audit matters, and for the
confidential, anonymous submission by any employee of the
Fund, the Adviser or its affiliates of concerns regarding
questionable accounting or auditing matters.
3. PRE-APPROVAL OF SERVICES AND FEES OF INDEPENDENT AUDITORS.
Establish written policy with respect to this matter. Update
policy annually.
4. HIRING POLICIES. If the Fund proposes to employ any current
or former employee of the independent auditors, set clear
policies for hiring any such person.
5. SELECTION OF PRINCIPAL ACCOUNTING OFFICER AND ADMINISTRATIVE
SERVICE PROVIDER. Provide advice to the Board on selecting
the principal accounting officer and administrative service
provider.
6. PERFORMANCE EVALUATION. The Audit Committee shall prepare
and review with the Board an annual performance evaluation
of the Audit Committee, which evaluation shall compare the
performance of the Audit Committee with the requirements of
this Charter. The performance evaluation by the Audit
Committee shall be conducted in such manner as the Audit
Committee deems appropriate. The report to the Board may
take the form of an oral report by the
A-6
Chairperson of the Audit Committee or any other member of
the Audit Committee designated by the Audit Committee to
make the report.
V. AUTHORITY.
A. INFORMATION. Have direct access to management and personnel
responsible for the Fund's accounting and financial
reporting and for the Fund's internal controls, as well as
to the independent auditors and the Fund's other service
providers.
B. INVESTIGATION. Have the authority to investigate any matter
brought to its attention within the scope of its duties and,
in its discretion, to engage independent legal counsel and
other advisers, as it determines necessary to carry out its
duties. The Audit Committee may request any officer or
employee of the Adviser, the Administrator, the Fund's
independent auditors, or outside counsel to attend any
meeting of the Audit Committee or to meet with any member
of, or consultants to, the Audit Committee.
C. FUNDING. Be provided with appropriate funding by the Fund,
as determined by the Audit Committee, for the payment of (a)
compensation to any independent auditors engaged for the
purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the
Fund, (b) compensation to any counsel or advisers employed
by the Audit Committee, and (c) ordinary administrative
expenses of the Audit Committee that are necessary or
appropriate in carrying out its duties.
D. CODE OF ETHICS. Have the authority to review any violations
under the Fund's Code of Ethics and the Principal Officers
Code of Ethics brought to its attention by the Chief Legal
Counsel, Chief Compliance Officer or Designated Supervisory
Person and review any waivers sought by a covered officer
under either code.
E. DELEGATION. The Audit Committee may, in its discretion,
delegate all or a portion of its duties and responsibilities
to a subcommittee of the Audit Committee. The Audit
Committee may, in its discretion, delegate to one or more of
its members the authority to pre-approve any audit or
non-audit services to be performed by the independent
auditors, provided that any such approvals are presented to
the Audit Committee at its next scheduled meeting.
A-7