UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-05984
THE NEW IRELAND FUND, INC.
(Exact name of registrant as specified in charter)
Bank of Ireland Asset Management (U.S.) Limited
300 First Stamford Place
STAMFORD, CT 06902
(Address of principal executive offices) (Zip code)
PNC Global Investment Servicing (U.S.) Inc.
99 High Street, 27th Floor
BOSTON, MA 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (203) 328-1820
Date of fiscal year end: OCTOBER 31
Date of reporting period: OCTOBER 31, 2008
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
THE NEW IRELAND FUND
(GRAPHIC)
ANNUAL REPORT
OCTOBER 31, 2008
COVER PHOTOGRAPH -- CORK CITY
PROVIDED COURTESY OF TOURISM IRELAND
LETTER TO SHAREHOLDERS
Dear Shareholder,
As may be seen in the Economic Review section, along with most of the world
economies, Ireland's growth rate in the current year has fallen very
significantly in comparison to recent years. Present expectations are for
further deterioration in 2009 and are most likely to be even lower than the
Central Bank of Ireland's most recent forecasts. It is hoped, that when the
World economies settle down, Ireland's growth rate will recover to a more normal
level reflecting the considerable growth the country achieved prior to the
recent downturn.
Over the past 12 months, the Irish Stock Market ("the "ISEQ") has fallen to
a greater extent than most other markets throughout the World, with the result
that the Fund's Net Asset Value ("NAV") has also declined by a very significant
58.6% in U.S dollar terms*. However, this was less than the 66.4% fall in the
ISEQ itself. While all of this is, to a great extent a reflection of the wider
economic problems, Ireland's economy continues to suffer because of its reliance
on both the residential and non-residential property markets where we have seen
dramatic falls in valuations and it will take some time for these to be worked
through. Banking stocks make up a considerable percentage of the ISEQ, and as it
is they who have financed much of the property development, the impact of this
has been a major factor in the greater decline of the ISEQ as compared to other
stock markets.
In early November, the Board of the Fund declared a distribution for the
fiscal year ended October 31, 2008, in an amount of $3.09 per share. At the
time, in the interests of shareholders, and the Fund itself, the Board decided
that the distribution would be by way of a stock distribution without cash
option. Since then, following advice from the Fund's tax advisers the Board
determined that there should be some element of a cash option, which was set at
10%. If stockholders opt for an amount, which in total exceeds this 10% figure,
then the cash will be prorated among those shareholders who took the option. The
$3.09 per share is comprised of long-term capital gains of $2.76 and net
investment income of $0.33. The distribution will now be made under date of
January 21, 2009 to all shareholders of record on November 17, 2008.
PERFORMANCE
For the fiscal year ended October 31, 2008, the Fund's NAV declined by
58.6% compared to a 66.4% decline in the ISEQ index, and a 64.0% decline in the
ISEQ ex Bank of Ireland, in which the Fund is precluded from investing. The
Fund's relatively strong performance, in comparison to the market, over the
fiscal year was due to a combination of stock picking and a more defensive
positioning in the opening quarters of the period. Over the most recent quarter,
the Fund's NAV decreased by 38.4% as compared to a decline of 43.7% in the ISEQ
and a decline of 41.6% in the ISEQ ex Bank of Ireland. The market again
performed poorly in the most recent quarter as the period saw more downward
revisions to domestic GDP forecasts and an accelerating rate of decline in the
international environment.
* ALL RETURNS ARE QUOTED IN U.S DOLLARS UNLESS OTHERWISE STATED.
1
The Fund also faced some currency headwinds over the year with the U.S. Dollar
gaining 12% and 19% versus the Euro over the twelve and three month periods
respectively.
During fiscal 2008, we continued to implement the Share Repurchase Program
(the "Program") and over the 12 months, the Fund repurchased and retired 250,800
shares at a cost of $4.87 million. These repurchases represent a reduction of
5.33% of the shares outstanding at October 31, 2007 and they positively impacted
the Fund's NAV by 13 cents per share.
ECONOMIC REVIEW
GDP forecasts for the Irish economy continued to be trimmed in the most
recent quarter. Latest Central Bank of Ireland ("CBOI") projections are for a
contraction in GDP of 0.8% for 2008, followed by a further drop in activity in
2009 by 0.9%. Current leading indicators would suggest that risks to these
forecasts are to the downside. The CBOI figures represent a material decline in
activity from the 5-6% annual growth rates that have been a feature of Ireland's
economy over the last decade.
Residential construction continues to be the largest negative influence on
overall activity with housing completions estimated to reach 47,000 units in
2008 followed by forecasts of 25,000 completions in 2009 down from peak levels
of 88,000 units in 2006. Non-residential activity has weakened in recent months
with credit scarcity and low business confidence impacting on activity in the
sector. Weaker consumer spending has also been a feature of recent months, as a
deteriorating labor market and negative sentiment have affected domestic
spending on goods and services.
Export growth which had been strong up to very recently has also been
impacted by the economic decline in Ireland's two major trading partners, the
U.S. and the U.K., and export growth forecasts have been revised downwards to
2.5% and 2.2% for 2008 and 2009 respectively.
The international economic backdrop has continued to deteriorate materially
in recent months due to the ongoing credit crunch which is hampering real
economic activity across both developed and emerging economies. The difficulties
being experienced by the Financial sector has seriously compromised credit
availability, putting pressure on business activity and corporate forecasts
across the globe.
Central banks across the world have generally been proactive in addressing
financial market problems, injecting liquidity into the financial system and
reducing benchmark interest rates. Money markets have shown tentative signs of
easing but activity levels remain muted. Encouragingly, headline inflation
numbers would seem to have peaked reflecting the steep decline in commodity
prices over recent months.
Irish consumer sentiment declined in October. The overall Consumer
Sentiment Index stood at 42.0 in October, compared to a figure of 45.0 in
September. The corresponding figure for October 2007 was 71.8. Consumers'
2
perception of both the economic outlook and their employment prospects again
weakened during the period.
The Live Employment Register rose in October to 260,300 claimants, up from
244,500 in September. The unemployment rate at the end of October 2008 was
estimated to be approximately 6.7%. The CBOI forecasts an unemployment rate of
7.5% in 2009.
Retail sales decreased by 6.2% in September 2008 compared to September
2007. Provisional retail sales numbers for Q3, 2008 show an annual decrease of
5.6%, which is the third consecutive quarter showing an annual decline.
Increases in Clothing and Textile sales were more that offset by weakness in
areas such as Furniture and Household Goods.
Annual Harmonized Index of Consumer Prices ("HICP") inflation decreased
from 3.2% to 2.7% in October. Largest contributors to inflation over the year
include Utility Charges (+11.5%), Education (+6.2%) and Health (+5.6%).
Decreases over the year were recorded in Clothing & Footwear (-6.8%) and
Household Equipment (-1.6%).
Annual private sector credit growth was 10.7% in September, down from 12.9%
in August. The slower housing market continued to impact on residential
mortgages with the annualized 8.5% increase recorded in September, being the
lowest annual rate on record since 1986.
EQUITY MARKET REVIEW
World stock markets deteriorated significantly during the quarter:
12 MONTHS ENDED QUARTER ENDED
OCTOBER 31ST, 2008 OCTOBER 31ST, 2008
------------------ ------------------
LOCAL LOCAL
CURRENCY U.S. $ CURRENCY U.S. $
-------- ------- -------- -------
Irish Equities (ISEQ) -61.71% -66.40% -30.70% -43.70%
S&P 500 -37.47% -37.47% -23.56% -23.56%
NASDAQ -39.81% -39.81% -26.00% -26.00%
UK Equities (FTSE 100) -34.88% -49.41% -19.12% -34.08%
Japanese Equities -46.48% -37.25% -33.48% -26.90%
Dow Jones Eurostoxx 50 -45.00% -51.61% -24.75% -38.58%
German Equities (DAX) -37.80% -45.28% -23.02% -37.17%
French Equities (CAC 40) -40.37% -47.54% -20.61% -35.20%
Dutch Equities (AEX) -51.14% -57.01% -33.07% -45.37%
3
Some notable highlights relating to a number of the Fund's holdings are
shown below:
RYANAIR HOLDINGS PLC released interim results showing a substantial decline
in profits over the year as the impact of higher fuel prices hurt operating
margins. The group are guiding for a break even operating result to the year
ended March 2009. However market focus has shifted to the following fiscal year
(March 2010) where the recent sharp decline in jet fuel costs could lead to a
E400m rebound in operating profits.
CRH PLC issued a trading update in early November indicating continued
deterioration in construction markets across North America and Europe. The group
is now guiding for a low to mid teen profit decline in 2008, this will translate
into a lower EPS reduction due to a 3.3% share buyback during the year and a
lower tax charge. Although the operational outlook remains difficult, CRH is
well positioned to take advantage of any improvement in conditions with current
EBITDA/net interest cover at 7.5x and good progress made on the rollover of
existing debt facilities in 2009.
KERRY GROUP PLC released a trading update on November 13th indicating
continued robust performance across the Group's Ingredients and Consumer Foods
divisions. Revenue growth across the Group will approach 6% in 2008 despite raw
material costs being almost 7% higher over the period. Earnings guidance is for
the 2008 outturn to be at the upper end of a 151c to 155c range. Earnings growth
of 8% over the year would represent a strong performance given the currency
headwinds the group has faced this year.
C&C GROUP PLC endured a torrid quarter as intense competition in the UK and
a second consecutive year of poor summer weather hurt profit forecasts. CEO
Maurice Pratt resigned over the period and the Group has since revamped the
management structure with the hiring of the former Scottish & Newcastle
executive team.
TVC HOLDINGS PLC reported interim results in early November. The group has
recently acquired an 18% stake in broadcaster UTV, a second publicly quoted
holding. In keeping with the company's conservative valuation techniques, TVCH
have written down the value of unquoted holdings by an average of 50%. This
still leaves the group with a net cash balance of E28.9m and trading at over a
40% discount to the current share price.
CURRENT OUTLOOK
The Irish economy is moving to a period of negative growth over the next
two years with CBOI forecasts of a contraction of -0.8% in 2008 and -0.9% in
2009, which is in marked contrast to the 5-6% annual growth rates of the last
decade. The international backdrop has also deteriorated markedly in recent
months with the UK and the Euro zone now in technical recession.
4
The ISEQ is now trading at a two decade low with the benchmark index
trading at 5.5x 2008 earnings with corporate earnings expected to be 17% below
levels achieved in 2007. Risks to earnings remain on the downside but it is
hoped that the steps being taken across the world economies will minimize such
risks.
Sincerely,
/s/ Peter J. Hooper
Peter J. Hooper
Chairman
December 29, 2008
5
INVESTMENT SUMMARY (UNAUDITED)
TOTAL RETURN (%)
MARKET VALUE (a) NET ASSET VALUE (a)
-------------------- --------------------
AVERAGE AVERAGE
CUMULATIVE ANNUAL CUMULATIVE ANNUAL
---------- ------- ---------- -------
One Year (61.20) (61.20) (58.62) (58.62)
Three Year (39.51) (15.43) (37.86) (14.66)
Five Year (3.14) (0.64) (6.42) (1.32)
Ten Year 11.12 1.06 6.00 0.58
PER SHARE INFORMATION AND RETURNS
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
----- ----- ------ ------ ----- ----- ----- ----- ----- ------
Net Asset
Value ($) 19.75 20.06 13.28 11.04 16.29 20.74 24.36 32.55 30.95 10.18
Income
Dividends ($) -- (0.13) (0.01) (0.03) -- (0.09) (0.03) (0.16) (0.24) (0.36)
Capital Gains
Other
Distributions ($) (1.14) (1.60) (2.65) (0.69) -- -- -- (1.77) (2.40) (4.86)
Total
Return (%)(a) (2.37) 12.86 (20.99) (11.44) 47.55 28.14 17.51 45.97 2.88 (58.62)
Notes
(a) Total Market Value returns reflect changes in share market prices and
assume reinvestment of dividends and capital gain distributions, if any, at
the price obtained under the Dividend Reinvestment and Cash Purchase Plan
("the Plan"). Total Net Asset Value returns reflect changes in share net
asset value and assume reinvestment of dividends and capital gain
distributions, if any, at the price obtained under the Plan. For more
information with regard to the Plan, see page 21.
PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE OF THE FUND.
6
PORTFOLIO BY MARKET SECTOR AS OF OCTOBER 31, 2008
(PERCENTAGE OF NET ASSETS)
(PIE CHART)
Construction and Building Materials 27.95%
Financial 12.78%
Transportation 12.63%
Other Assets 9.43%
Food and Beverages 9.12%
Health Care Services 9.04%
Business Services 6.24%
Food and Agriculture 5.78%
Diversified Financial Services 4.36%
Agricultural Operations 2.67%
TOP 10 HOLDINGS BY ISSUER AS OF OCTOBER 31, 2008
HOLDING SECTOR % OF NET ASSETS
------- ----------------------------------- ---------------
CRH PLC Construction and Building Materials 24.14%
Allied Irish Banks PLC Financial 8.91%
Ryanair Holdings PLC Transportation 8.91%
DCC PLC Business Services 6.17%
Aryzta AG Food and Agriculture 5.78%
Elan Corp. PLC-ADR Health Care Services 5.60%
Kerry Group PLC, Series A Food and Beverages 5.38%
United Drug PLC Health Care Services 3.44%
Origin Enterprises PLC Agricultural Operations 2.67%
Norkom Group PLC Technology 2.65%
7
THE NEW IRELAND FUND, INC.
PORTFOLIO HOLDINGS
Value (U.S.)
October 31, 2008 Shares (Note A)
---------------- ---------- ------------
COMMON STOCKS (95.18%)
COMMON STOCKS OF IRISH COMPANIES (95.18%)
AGRICULTURAL OPERATIONS (2.67%)
Origin Enterprises PLC(a)* 428,163 $ 1,357,335
-----------
BUSINESS SERVICES (6.24%)
DCC PLC 202,501 3,140,446
Newcourt Group PLC* 155,655 37,502
-----------
3,177,948
-----------
BUSINESS SUPPORT SERVICES (1.21%)
CPL Resources PLC 142,135 232,503
Veris PLC* 500,000 384,220
-----------
616,723
-----------
CONSTRUCTION AND BUILDING MATERIALS (27.95%)
CRH PLC 560,020 12,285,346
Grafton Group PLC-UTS 318,159 948,091
Kingspan Group PLC 174,160 993,799
-----------
14,227,236
-----------
DIVERSIFIED FINANCIAL SERVICES (4.36%)
Boundary Capital PLC(a)* 635,534 120,884
FBD Holdings PLC 64,713 943,685
IFG Group PLC 624,801 736,822
TVC Holdings PLC(a)* 815,973 419,053
-----------
2,220,444
-----------
FINANCIAL (12.78%)
Allied Irish Banks PLC 849,471 4,534,907
Anglo Irish Bank Corp. PLC 307,852 975,932
Irish Life & Permanent PLC 289,867 992,431
-----------
6,503,270
-----------
FOOD AND AGRICULTURE (5.78%)
Aryzta AG* 82,944 2,941,814
-----------
FOOD AND BEVERAGES (9.12%)
C&C Group PLC 550,158 795,298
Fyffes PLC 552,258 185,578
Glanbia PLC 186,411 709,138
Kerry Group PLC, Series A 123,446 2,739,383
8
THE NEW IRELAND FUND, INC.
PORTFOLIO HOLDINGS (CONTINUED)
Value (U.S.)
October 31, 2008 Shares (Note A)
---------------- ---------- ------------
COMMON STOCKS (CONTINUED)
COMMON STOCKS OF IRISH COMPANIES (CONTINUED)
FOOD AND BEVERAGES (CONTINUED)
Total Produce PLC 552,258 $ 210,088
-----------
4,639,485
-----------
HEALTH CARE SERVICES (9.04%)
Elan Corp. PLC-Sponsored ADR* 373,700 2,851,331
United Drug PLC 452,235 1,749,048
-----------
4,600,379
-----------
MINING (0.42%)
Kenmare Resources PLC* 938,325 215,362
-----------
REAL ESTATE DEVELOPMENT (0.06%)
Blackrock International Land PLC* 218,009 27,645
-----------
TECHNOLOGY (2.65%)
Norkom Group PLC(a)* 364,481 415,963
Norkom Group PLC* 818,699 934,339
-----------
1,350,302
-----------
TELECOMMUNICATIONS (0.27%)
Zamano PLC* 1,100,000 139,486
-----------
TRANSPORTATION (12.63%)
Aer Lingus Group PLC* 192,627 262,581
Aer Lingus Group PLC(a)* 249,183 339,676
Ryanair Holdings PLC* 1,300,000 4,533,293
Ryanair Holdings PLC-Sponsored ADR* 57,996 1,291,571
-----------
6,427,121
-----------
TOTAL COMMON STOCKS OF IRISH COMPANIES
(Cost $70,784,027) 48,444,550
-----------
TOTAL COMMON STOCKS BEFORE FOREIGN CURRENCY ON DEPOSIT
(Cost $70,784,027) $48,444,550
-----------
9
THE NEW IRELAND FUND, INC.
PORTFOLIO HOLDINGS (CONTINUED)
Face Value (U.S.)
October 31, 2008 Value (Note A)
---------------- -------- ------------
FOREIGN CURRENCY ON DEPOSIT (0.39%)
British Pounds Sterling L 600 $ 970
Euro E153,995 195,274
-----------
TOTAL FOREIGN CURRENCY ON DEPOSIT
(Cost $197,024)** 196,244
-----------
TOTAL INVESTMENTS (95.57%)
(Cost $70,981,051) 48,640,794
OTHER ASSETS AND LIABILITIES (4.43%) 2,255,156
-----------
NET ASSETS (100.00%) $50,895,950
===========
----------
(a) Securities exempt from registration pursuant to Rule 144A under the
Securities Act of 1933, as amended. These securities may only be resold, in
transactions exempt from registration, to qualified institutional buyers.
At October 31, 2008, these securities amounted to $2,652,911 or 5.21% of
net assets.
* Non-income producing security.
** Foreign currency held on deposit at JPMorgan Chase & Co.
ADR - American Depositary Receipt traded in U.S. dollars.
UTS - Units
10
THE NEW IRELAND FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 2008
ASSETS:
Investments at value (Cost $70,784,027)
See accompanying schedule U.S. $ 48,444,550
Cash 474,226
Foreign currency (Cost $197,024) 196,244
Receivable for investment securities sold 1,723,494
Dividends receivable 154,583
Prepaid expenses 54,245
------------
Total Assets 51,047,342
------------
LIABILITIES:
Accrued audit fees payable 36,700
Investment advisory fee payable (Note B) 33,974
Printing fees payable 23,495
Accrued legal fees payable 21,087
Directors' fees and expenses (Note C) 20,422
Administration fee payable (Note B) 6,795
Custodian fees payable (Note B) 3,330
Accrued expenses and other payables 5,589
------------
Total Liabilities 151,392
------------
NET ASSETS U.S. $ 50,895,950
============
AT OCTOBER 31, 2008 NET ASSETS CONSISTED OF:
Common Stock, U.S. $.01 Par Value -
Authorized 20,000,000 Shares
Issued and Outstanding 4,998,984 Shares U.S. $ 49,990
Additional Paid-in Capital 57,782,079
Undistributed Net Investment Income 1,640,451
Accumulated Net Realized Gain 13,782,747
Net Unrealized Depreciation of Securities,
Foreign Currency and Net Other Assets (22,359,317)
------------
TOTAL NET ASSETS U.S. $ 50,895,950
============
NET ASSET VALUE PER SHARE
(Applicable to 4,998,984 outstanding shares)
(authorized 20,000,000 shares)
(U.S. $50,895,950 / 4,998,984) U.S. $ 10.18
============
See Notes to Financial Statements.
11
THE NEW IRELAND FUND, INC.
STATEMENT OF OPERATIONS
For the Year Ended
October 31, 2008
------------------
INVESTMENT INCOME
Dividends U.S. $ 3,220,305
Interest 24,163
------------
TOTAL INVESTMENT INCOME 3,244,468
------------
EXPENSES
Investment advisory fee (Note B) $ 730,010
Directors' fees and expenses (Note C) 244,718
Administration fee (Note B) 151,893
Insurance premiums 89,675
Compliance fees 64,046
Printing fees 62,500
Legal fees 57,218
Custodian fees (Note B) 40,610
Audit fees 36,700
Other 89,853
------------
TOTAL EXPENSES 1,567,223
------------
NET INVESTMENT INCOME U.S. $ 1,677,245
------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTE D)
Realized gain/(loss) on:
Securities transactions 13,792,514
Foreign currency transactions (36,794)
------------
Net realized gain on investments during the year 13,755,720
------------
Net change in unrealized depreciation of:
Securities (91,849,011)
Foreign currency and net other assets (34,375)
------------
Net unrealized depreciation of investments during the year (91,883,386)
------------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (78,127,666)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS U.S. $(76,450,421)
============
See Notes to Financial Statements.
12
THE NEW IRELAND FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
October 31, 2008 October 31, 2007
---------------- ----------------
Net investment income U.S.$ 1,677,245 U.S.$ 1,630,314
Net realized gain on investments 13,755,720 22,978,204
Net unrealized depreciation of investments,
foreign currency holdings and net other assets (91,883,386) (20,214,528)
------------ ------------
Net increase/(decrease) in net
assets resulting from operations (76,450,421) 4,393,990
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (1,695,425) (1,113,999)
Net realized gains (22,888,234) (11,139,986)
------------ ------------
Total distributions (24,583,659) (12,253,985)
------------ ------------
CAPITAL SHARE TRANSACTIONS:
Value of 250,800 and 125,300 shares
repurchased, respectively (Note G) (4,867,026) (3,696,735)
Value of shares issued to shareholders
in connection with a stock distribution
(Note F) 11,032,332 6,219,513
------------ ------------
NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL
SHARE TRANSACTIONS 6,165,306 2,522,778
------------ ------------
Total decrease in net assets (94,868,774) (5,337,217)
------------ ------------
NET ASSETS
Beginning of year 145,764,724 151,101,941
------------ ------------
End of year (Including undistributed net
investment income of $1,640,451 and
$1,705,049, respectively) U.S.$ 50,895,950 U.S.$145,764,724
============ ============
See Notes to Financial Statements.
13
THE NEW IRELAND FUND, INC.
FINANCIAL HIGHLIGHTS (FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR)
Year Ended October 31,
-------------------------------------------------------
2008 2007 2006 2005 2004
------- -------- -------- -------- -------
Operating Performance:
Net Asset Value,
Beginning of Year U.S. $ 30.95 $ 32.55 $ 24.36 $ 20.74 $ 16.29
------- -------- -------- -------- -------
Net Investment Income/(Loss) 0.34 0.35 0.23 0.16 (0.00)#
Net Realized and Unrealized
Gain/(Loss) on Investments (15.77) 0.69 9.98 3.38 4.49
------- -------- -------- -------- -------
Net Increase/(Decrease) in
Net Assets Resulting from
Investment Operations (15.43) 1.04 10.21 3.54 4.49
------- -------- -------- -------- -------
Distributions to Shareholders from:
Net Investment Income (0.36) (0.24) (0.16) (0.03) (0.09)
Net Realized Gains (4.86) (2.40) (1.77) -- --
------- -------- -------- -------- -------
Total from Distributions (5.22) (2.64) (1.93) (0.03) (0.09)
------- -------- -------- -------- -------
Anti-Dilutive/(Dilutive) Impact
of Capital Share Transactions (0.12)+++ 0.00++ (0.09)+ 0.11 0.05
------- -------- -------- -------- -------
Net Asset Value, End of Year U.S. $ 10.18 $ 30.95 $ 32.55 $ 24.36 $ 20.74
======= ======== ======== ======== =======
Share Price, End of Year U.S. $ 8.95 $ 28.96 $ 30.67 $ 21.95 $ 18.46
======= ======== ======== ======== =======
Total NAV Investment Return (a) (58.62)% 2.88% 45.97% 17.51% 28.14%
======= ======== ======== ======== =======
Total Market Investment Return (b) (61.20)% 2.17% 52.47% 19.07% 34.47%
======= ======== ======== ======== =======
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net Assets,
End of Year (000's) U.S. $50,896 $145,765 $151,102 $110,189 $97,253
Ratio of Net Investment
Income/(Loss) to Average
Net Assets 1.67% 1.02% 0.86% 0.66% (0.00)%++++
Ratio of Operating Expenses
to Average Net Assets 1.56% 1.31% 1.40% 1.34% 1.80%
Portfolio Turnover Rate 21% 13% 11% 13% 5%
(a) Based on share net asset value and reinvestment of distribution at the
price obtained under the Dividend Reinvestment and Cash Purchase Plan.
(b) Based on share market price and reinvestment of distributions at the price
obtained under the Dividend Reinvestment and Cash Purchase Plan.
+ Amount represents $0.03 per share impact for shares repurchased by the Fund
under the Share Repurchase Program and $0.12 per share impact for the new
shares issued as Capital Gain Stock Distribution.
++ Amount represents $0.07 per share impact for shares repurchased by the Fund
under the Share Repurchase Program and $0.07 per share impact for the new
shares issued as Capital Gain Stock Distribution.
+++ Amount represents $0.13 per share impact for shares repurchased by the Fund
under the Share Repurchase Program and $0.25 per share impact for the new
shares issued as Capital Gain Stock Distribution.
# Amount represents less than $0.01 per share.
++++ Amount represents less than 0.01%.
14
THE NEW IRELAND FUND, INC.
NOTES TO FINANCIAL STATEMENTS
The New Ireland Fund, Inc. (the "Fund") was incorporated under the laws of
the State of Maryland on December 14, 1989 and is registered as a
non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"). The Fund's investment
objective is long-term capital appreciation through investment primarily in
equity securities of Irish Companies. The Fund is designed for U.S. and other
investors who wish to participate in the Irish securities markets. In order to
take advantage of significant changes that have occurred in the Irish economy
and to advance the Fund's investment objective, the investment strategy now has
a bias towards Ireland's growth companies.
Under normal circumstances, the Fund will invest at least 80% of its total
assets in equity and fixed income securities of Irish companies. To the extent
that the balance of the Fund's assets is not so invested, it will have the
flexibility to invest the remaining assets in non-Irish companies that are
listed on a recognized stock exchange. The Fund may invest up to 25% of its
assets in equity securities that are not listed on any securities exchange.
A. SIGNIFICANT ACCOUNTING POLICIES:
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.
SECURITY VALUATION: Securities listed on a stock exchange for which market
quotations are readily available are valued at the closing prices on the date of
valuation, or if no such closing prices are available, at the last bid price
quoted on such day. If there are no such quotations available for the date of
valuation, the last available closing price will be used. The value of
securities and other assets for which no market quotations are readily
available, or whose values have been materially affected by events occurring
before the Funds' pricing time but after the close of the securities' primary
markets, are valued by methods deemed by the Board of Directors to represent
fair value. Short-term securities that mature in 60 days or less are valued at
amortized cost.
DIVIDENDS AND DISTRIBUTIONS TO STOCKHOLDERS: Distributions are determined
on a tax basis and may differ from net investment income and realized capital
gains for financial reporting purposes. Differences may be permanent or
temporary. Permanent differences are reclassified among capital accounts in the
financial statements to reflect their tax character. Temporary differences arise
when certain items of income, expense, gain or loss are recognized in different
periods for financial statement and tax purposes; these differences will reverse
at some point in the future. Differences in classification may also result from
the treatment of short-term gain as ordinary income for tax purposes.
For tax purposes at October 31, 2008 and October 31, 2007, the Fund
distributed $2,637,328 and $1,253,249, respectively, of ordinary income. The
Fund also distributed, for tax purposes at October 31, 2008 and October 31,
2007, $21,946,331 and $11,000,736, respectively, of long-term capital gains.
Permanent differences between book and tax basis reporting for the year
ended October 31, 2008 have been identified and appropriately reclassified to
reflect a decrease in undistributed net investment income of $46,418, an
increase in accumulated net realized gain (loss) of $28,454 and an increase in
Paid-in Capital of
15
THE NEW IRELAND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
$17,964. These adjustments were related to Section 988 gain (loss) reclasses and
tax equalization. Net assets were not affected by this reclassification.
U.S. FEDERAL INCOME TAXES: It is the Fund's intention to continue to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, and distribute all of its taxable income
within the prescribed time. It is also the intention of the Fund to make
distributions in sufficient amounts to avoid Fund excise tax. Accordingly, no
provision for U.S. Federal income taxes is required.
The Fund adopted the provision of Financial Accounting Standards Board
(FASB) Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN
48"). This pronouncement provides guidance on the recognition, measurement,
classification, and disclosures related to uncertain tax positions, along with
any related interest and penalties. As of October 31, 2008, management has
reviewed the tax positions in the open tax years 2005 to 2008 and evaluated the
application of FIN 48 to the Fund. Management reviewed the treatment of tax
positions taken by the Fund, including but not limited to whether the Fund
satisfies the various requirements to be treated as a regulated investment
company under the Code. Although there is some uncertainty as to whether the
Fund satisfies these requirements, management determined that the Fund will
satisfy such requirements. Management has determined that there is no material
impact resulting from the adoption of this Interpretation on the fund's
financial statements.
CURRENCY TRANSLATION: The books and records of the Fund are maintained in
U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the
spot rate of such currencies against U.S. dollars by obtaining from FT-IDC each
day the current 4:00pm London time spot rate and future rate (the future rates
are quoted in 30-day increments) on foreign currency contracts. Net realized
foreign currency gains and losses resulting from changes in exchange rates
include foreign currency gains and losses between trade date and settlement date
on investment securities transactions, foreign currency transactions and the
difference between the amounts of interest and dividends recorded on the books
of the Fund and the amount actually received. The portion of foreign currency
gains and losses related to fluctuation in exchange rates between the initial
purchase trade date and subsequent sale trade date is included in realized gains
and losses on security transactions.
FORWARD FOREIGN CURRENCY CONTRACTS: The Fund may enter into forward foreign
currency contracts for non-trading purposes in order to protect investment
securities and related receivables and payables against future changes in
foreign currency exchange rates. Fluctuations in the value of such contracts are
recorded as unrealized gains or losses; realized gains or losses include net
gains or losses on contracts which have terminated by settlements or by entering
into offsetting commitments. Risks associated with such contracts include
movement in the value of the foreign currency relative to the U.S. dollar and
the ability of the counterparty to perform. There were no such contracts open in
the Fund as of October 31, 2008.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Realized gains and losses from securities sold
are recorded on the identified cost basis. Dividend income is recorded on the
ex-dividend date except that certain dividends from foreign securities are
recorded as soon as the Fund is informed of the ex-dividend date. Non-cash
dividends, if any, are recorded at the fair market value of the securities
received. Interest income is recorded on the accrual basis.
USE OF ESTIMATES: The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates
16
THE NEW IRELAND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS: In September 2006, Statement of Financial
Accounting Standards No. 157 Fair Value Measurements ("SFAS 157") was issued and
is effective for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements.
Also, in February 2007, FASB issued Statement of Financial Accounting
Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities ("SFAS 159"), which provides companies with an option to report
selected financial assets and liabilities at fair value. The objective of SFAS
159 is to reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. SFAS 159 establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and liabilities and to more
easily understand the effect of the Funds' choice to use fair value on their
earnings. SFAS 159 also requires entities to display the fair value of the
selected assets and liabilities on the face of the balance sheet. SFAS 159 does
not eliminate disclosure requirements of other accounting standards, including
fair value measurement disclosures in SFAS 157. SFAS 159 is effective for fiscal
years beginning after November 15, 2007.
Management of the Fund believes the adoption of SFAS 157 and SFAS 159 will
have no material impact on the financial statements.
In March 2008, Statement of Financial Accounting Standards No. 161,
"Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161")
was issued and is effective for fiscal years beginning after November 15, 2008.
SFAS 161 is intended to improve financial reporting for derivative instruments
by requiring enhanced disclosure that enables investors to understand how and
why an entity uses derivatives, how derivatives are accounted for, and how
derivative instruments affect an entity's results of operations and financial
position. Management is currently evaluating the implications of SFAS 161. The
impact on the Funds' financial statement disclosures, if any, is currently being
assessed.
B. MANAGEMENT SERVICES:
The Fund has entered into an investment advisory agreement (the "Investment
Advisory Agreement") with Bank of Ireland Asset Management (U.S.) Limited ("Bank
of Ireland Asset Management"), an indirect wholly-owned subsidiary of The
Governor and Company of the Bank of Ireland ("Bank of Ireland"). Under the
Investment Advisory Agreement, the Fund pays a monthly fee at an annualized rate
equal to 0.75% of the value of the average daily net assets of the Fund up to
the first $100 million and 0.50% of the value of the average daily net assets of
the Fund on amounts in excess of $100 million. In addition, Bank of Ireland
Asset Management provides investor services to existing and potential
shareholders.
The Fund has entered into an administration agreement (the "Administration
Agreement") with PNC Global Investment Servicing (U.S.) Inc. ("PNC"), formerly
known as PFPC Inc. The Fund pays PNC an annual fee payable monthly. During the
year ended October 31, 2008, the Fund incurred expenses of U.S. $151,893 on
administration fees to PNC.
17
THE NEW IRELAND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has entered into an agreement with JPMorgan Chase & Co. to serve
as custodian of the Fund's assets. During the year ended October 31, 2008, the
Fund incurred expenses for JPMorgan Chase & Co. of U.S. $40,610.
C. DIRECTORS FEES:
The Fund currently pays each Director who is not a managing director,
officer or employee of Bank of Ireland Asset Management or any affiliate
thereof, an annual retainer of U.S. $16,000, plus U.S. $2,000 for each meeting
of the Board of Directors attended in person or via telephone and any
shareholder meeting attended in person not held on the same day as a meeting of
the Board. A fee of U.S. $2,000 is paid for each meeting of a Committee of the
Board attended in person or via telephone. The Fund pays the Chairman of the
Board of Directors of the Fund an additional annual fee of U.S. $36,750. Also,
the Fund pays the Chairperson of the Audit Committee an additional U.S. $3,000
for each meeting of the Audit Committee attended. Each Director is reimbursed
for travel and certain out-of-pocket expenses.
D. PURCHASES AND SALES OF SECURITIES:
The cost of purchases and proceeds from sales of securities for the year
ended October 31, 2008 excluding U.S. government and short-term investments,
aggregated U.S. $20,925,721 and U.S. $36,852,015, respectively.
E. COMPONENTS OF DISTRIBUTABLE EARNINGS:
At October 31, 2008, the components of distributable earnings on a tax
basis were as follows:
Undistributed Undistributed
Ordinary Long-Term Net Unrealized
Income Gains Depreciation
------------- ------------- --------------
$1,640,451 $13,782,747 $(22,359,317)
The aggregate cost of investments and the composition of unrealized
appreciation and depreciation on investments and appreciation on assets and
liabilities in foreign currencies on a tax basis as of October 31, 2008 were as
follows:
Gross
Gross Gross Unrealized
Unrealized Unrealized Net Unrealized Depreciation Net
Total Cost of Appreciation Depreciation Depreciation on Foreign Unrealized
Investments on Investments on Investments on Investments Currency Depreciation
------------- -------------- -------------- -------------- ------------ -------------
$70,784,027 $8,779,517 $(31,118,994) $(22,339,477) $(19,840) $(22,359,317)
There were no permanent tax and book differences in gross appreciation/
depreciation of securities or the cost basis of securities.
F. COMMON STOCK:
For the year ended October 31, 2008, the Fund issued 540,271 shares in
connection with stock distribution in the amount of $11,032,332.
G. SHARE REPURCHASE PROGRAM:
In accordance with Section 23(c) of the Investment Company Act of 1940, as
amended, the Fund hereby gives notice that it may from time to time repurchase
shares of the Fund in the open market at the option of the Board of Directors
and upon such terms as the Directors shall determine.
18
THE NEW IRELAND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the year ended October 31, 2008, the Fund repurchased 250,800 (5.33% of
the shares outstanding at October 31, 2007 year end) of its shares for a total
cost of $4,867,026, at an average discount of 11.68% of net asset value.
For the year ended October 31, 2007, the Fund repurchased 125,300 (2.70% of
the shares outstanding at October 31, 2006 year end) of its shares for a total
cost of $3,696,735, at an average discount of 8.79% of net asset value.
H. MARKET CONCENTRATION:
Because the Fund concentrates its investments in securities issued by
corporations in Ireland, its portfolio may be subject to special risks and
considerations typically not associated with investing in a broader range of
domestic securities. In addition, the Fund is more susceptible to factors
adversely affecting the Irish economy than a comparable fund not concentrated in
these issuers to the same extent.
I. SUBSEQUENT EVENT:
On November 6, 2008, the Fund declared a stock distribution of $3.09 per
share, which represents a distribution from net investment income of $0.33 and
realized long-term capital gains of $2.76, to shareholders of record November
17, 2008, payable January 21, 2009.
19
THE NEW IRELAND FUND, INC.
REPORT OF INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM
To the Board of Directors and Shareholders of
THE NEW IRELAND FUND, INC.:
We have audited the accompanying statement of assets and liabilities of The
New Ireland Fund, Inc. (the "Fund"), including the schedule of investments, as
of October 31, 2008, the related statement of operations for the year then
ended, and the statements of changes in net assets and the financial highlights
for each of the two years in the period then ended. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The financial highlights for each of
the three years in the period ended October 31, 2006 have been audited by other
auditors, whose report dated December 5, 2006 expressed an unqualified opinion
on such financial highlights.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
The Fund is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of October 31, 2008, by correspondence with the
custodian. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly in all material respects, the financial position of The
New Ireland Fund, Inc., as of October 31, 2008, and the results of its
operations for the year then ended, and the changes in its net assets and the
financial highlights for each of the two years in the period then ended, in
conformity with accounting principles generally accepted in the United States of
America.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
December 29, 2008
20
ADDITIONAL INFORMATION (UNAUDITED)
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
The Fund will distribute to shareholders, at least annually, substantially
all of its net income from dividends and interest payments and expects to
distribute substantially all its net realized capital gains annually. Pursuant
to the Dividend Reinvestment and Cash Purchase Plan (the "Plan") approved by the
Fund's Board of Directors (the "Directors"), each shareholder will be deemed to
have elected, unless American Stock Transfer & Trust Company (the "Plan Agent")
is instructed otherwise by the shareholder in writing, to have all distributions
automatically reinvested by the Plan Agent in Fund shares pursuant to the Plan.
Distributions with respect to Fund shares registered in the name of a
broker-dealer or other nominee (i.e., in "street name") will be reinvested by
the broker or nominee in additional Fund shares under the Plan, unless the
service is not provided by the broker or nominee or the shareholder elects to
receive distributions in cash. Investors who own Fund shares registered in
street names may not be able to transfer those shares to another broker-dealer
and continue to participate in the Plan. These shareholders should consult their
broker-dealer for details. Shareholders who do not participate in the Plan will
receive all distributions in cash paid by check in U.S. dollars mailed directly
to the shareholder by the Plan Agent, as paying agent. Shareholders who do not
wish to have distributions automatically reinvested should notify the Fund, in
care of the Plan Agent for The New Ireland Fund, Inc.
The Plan Agent will serve as agent for the shareholders in administering
the Plan. If the Directors of the Fund declare an income dividend or a capital
gains distribution payable either in the Fund's common stock or in cash, as
shareholders may have elected, non-participants in the Plan will receive cash
and participants in the Plan will receive common stock to be issued by the Fund.
If the market price per share on the valuation date equals or exceeds net asset
value per share on that date, the Fund will issue new shares to participants at
net asset value or, if the net asset value is less than 95% of the market price
on the valuation date, then at 95% of the market price. The valuation date will
be the dividend or distribution payment date or, if that date is not a trading
day on the New York Stock Exchange, Inc. ("New York Stock Exchange"), the next
preceding trading day. If the net asset value exceeds the market price of Fund
shares at such time, participants in the Plan will be deemed to have elected to
receive shares of stock from the Fund, valued at market price on the valuation
date. If the Fund should declare a dividend or capital gains distribution
payable only in cash, the Plan Agent as agent for the participants, will buy
Fund shares in the open market, on the New York Stock Exchange or elsewhere,
with the cash in respect of such dividend or distribution, for the participants'
account on, or shortly after, the payment date.
Participants in the Plan have the option of making additional cash payments
to the Plan Agent, annually, in any amount from U.S. $100 to U.S. $3,000, for
investment in the Fund's common stock. The Plan Agent will use all funds
received from participants (as well as any dividends and capital gain
distributions received in cash) to purchase Fund shares in the open market on or
about January 15 of each year. Any voluntary cash payments received more than
thirty days prior to such date will be returned by the Plan Agent, and interest
will not be paid on any uninvested cash payments. To avoid unnecessary cash
accumulations and to allow ample time for receipt and processing by the Plan
Agent, it is suggested that the participants send in voluntary cash payments to
be received by the Plan Agent approximately ten days before January 15. A
participant may withdraw a voluntary cash payment by written notice, if the
notice is received by the Plan Agent not less than forty-eight hours before such
payment is to be invested.
21
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
The Plan Agent maintains all shareholder accounts in the Plan and furnishes
written confirmations of all transactions in the account, including information
needed by shareholders for personal and U.S. Federal tax records. Shares in the
account of each Plan participant will be held by the Plan Agent in
non-certificated form in the name of the participant, and each shareholder's
proxy will include those shares purchased pursuant to the Plan.
In the case of shareholders such as banks, brokers or nominees who hold
shares for beneficial owners, the Plan Agent will administer the Plan on the
basis of the number of shares certified from time to time by the shareholder as
representing the total amount registered in the shareholder's name and held for
the account of beneficial owners who are participating in the Plan.
There is no charge to participants for reinvesting dividends or capital
gains distributions. The Plan Agent's fee for the handling of the reinvestment
of dividends and distributions will be paid by the Fund. However, each
participant's account will be charged a pro rata share of brokerage commissions
incurred with respect to the Plan Agent's open market purchases in connection
with the reinvestment of dividends or capital gains distributions. A participant
will also pay brokerage commissions incurred in purchases in connection with the
reinvestment of dividends or capital gains distributions. A participant will
also pay brokerage commissions incurred in purchases from voluntary cash
payments made by the participant. Brokerage charges for purchasing small amounts
of stock of individual accounts through the Plan are expected to be less than
the usual brokerage charges for such transactions, because the Plan Agent will
be purchasing stock for all participants in blocks and prorating the lower
commission thus attainable.
The automatic reinvestment of dividends and distributions will not relieve
participants of any U.S. Federal income tax which may be payable on such
dividends or distributions.
Experience under the Plan may indicate that changes are desirable.
Accordingly, the Fund reserves the right to amend or terminate the Plan as
applied to any voluntary cash payment made and any dividend or distribution paid
subsequent to notice of the change sent to all shareholders at least ninety days
before the record date for such dividend or distribution. The Plan also may be
amended or terminated by the Plan Agent with at least ninety days written notice
to all shareholders. All correspondence concerning the Plan should be directed
to the Plan Agent for The New Ireland Fund, Inc. in care of American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York, 10038, telephone
number (718) 921-8283.
22
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
MEETING OF SHAREHOLDERS
On June 3, 2008, the Fund held its Annual Meeting of Shareholders. The
following Directors were elected by the following votes: Margaret Duffy
3,909,222 For; 58,961 Abstaining and Michael Grealy 3,838,491 For; 129,692
Abstaining. Peter J. Hooper, David Dempsey, Denis P. Kelleher and George G.
Moore continue to serve in their capacities as Directors of the Fund.
FUND'S PRIVACY POLICY
The New Ireland Fund, Inc. appreciates the privacy concerns and
expectations of its registered shareholders and safeguarding their nonpublic
personal information ("Information") is of great importance to the Fund.
The Fund collects Information pertaining to its registered shareholders,
including matters such as name, address, tax I.D. number, Social Security number
and instructions regarding the Fund's Dividend Reinvestment Plan. The
Information is collected from the following sources:
- Directly from the registered shareholder through data provided on
applications or other forms and through account inquiries by mail,
telephone or e-mail.
- From the registered shareholder's broker as the shares are initially
transferred into registered form.
Except as permitted by law, the Fund does not disclose any Information
about its current or former registered shareholders to anyone. The disclosures
made by the Fund are primarily to the Fund's service providers as needed to
maintain account records and perform other services for the Fund's shareholders.
The Fund maintains physical, electronic, and procedural safeguards to protect
the shareholders' Information in the Fund's possession.
The Fund's privacy policy applies only to its individual registered
shareholders. If you own shares of the Fund through a third party broker, bank
or other financial institution, that institution's privacy policies will apply
to you and the Fund's privacy policy will not.
PORTFOLIO INFORMATION
The Fund files its complete schedule of portfolio holdings with the
Securities and Exchange Commission ("SEC") for the first and third quarters of
each fiscal year on Form N-Q. The Fund's Form N-Q is available (1) by calling
1-800-468-6475; (2) on the Fund's website located at
http://www.newirelandfund.com; (3) on the SEC's website at http://www.sec.gov;
or (4) for review and copying at the SEC's Public Reference Room ("PRR") in
Washington, DC. Information regarding the operation of the PRR may be obtained
by calling 1-800-SEC-0330.
PROXY VOTING INFORMATION
A description of the policies and procedures that the Fund uses to
determine how to vote proxies relating to portfolio securities held by the Fund
is available, without charge and upon request, by calling 1-800-468-6475. This
information is also available from the EDGAR database or the SEC's website at
http://www.sec.gov. Information regarding how the Fund voted proxies relating to
portfolio securities during the most recent twelve-month period ended June 30 is
available at http://www.sec.gov.
23
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
CERTIFICATIONS
The Fund's president has certified to the New York Stock Exchange ("NYSE")
that, as of June 17, 2008, he was not aware of any violation by the Fund of
applicable NYSE corporate governance listing standards. The Fund's reports to
the SEC on Forms N-CSR and N-CSRS contain certifications by the Fund's principal
executive officer and principal financial officer that relate to the Fund's
disclosure in such reports and that are required by rule 30a2(a) under the
Investment Company Act.
TAX INFORMATION
For non-corporate shareholders 100%, or the maximum amount allowable under
the Jobs and Growth Tax Relief Reconciliation Act of 2003, of income earned by
the Fund for the period November 1, 2007 to October 31, 2008 may represent
qualified dividend income. Final information will be provided in your 2008 1099
Div Form.
For the fiscal year ended October 31, 2008, the Fund designated long-term
capital gains of $21,946,331.
24
BOARD OF DIRECTORS/OFFICERS (UNAUDITED)
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
POSITION(S) LENGTH FUND COMPLEX
HELD WITH OF TIME PRINCIPAL OCCUPATION(S) AND OTHER OVERSEEN BY
NAME, ADDRESS, AND AGE THE FUND SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS DIRECTOR
---------------------- ------------ ------------ ----------------------------------------- -------------
NON-INTERESTED DIRECTORS:
Peter J. Hooper, 68 Director and Since 1990 President of Hooper Associates- 1
Westchester Financial Chairman of Current Consultants (1994 to present); Director,
Center, Suite 1000 the Board term expires The Ireland United States Council for
50 Main Street in 2009. Commerce and Industry (1984 to present);
White Plains, NY 10606 Director, Flax Trust - America (1988 to
2007); Director, Children's Medical
Research Foundation (1987 to 2004).
David Dempsey, 58 Director Since 2007 Managing Director, Bentley Associates 1
360 Lexington Avenue Current L.P., (1991 to present); Director and
3rd Floor term expires Vice President 205-69 Inc. (2000 to
New York, NY 10017 in 2010. 2006); Board of Advisors, Pennell
Ventures Marathon Fund, L.P. (1998 to
2005).
Margaret Duffy, 64 Director Since 2006 Financial Consultant, Director, The 1
164 East 72 Street Current Dyson-Kissner-Moran Corporation (2000 to
Suite 7B term expires present); Director, National Association
New York, NY 10021 in 2011. of 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, 69 Director Since 1991 Chief Executive Officer, Wall Street 1
17 Battery Place Current Access-Financial Services (1981 to
New York, NY 10004 term expires present); Director, Independence
in 2010. Community Bank (1992 to 2006). Chairman
and member of the Board of Trustees, St.
John's University (1998 to 2007).
George G. Moore, 57 Director Since 2004 Chairman/Chief Executive Officer, 1
8010 Towers Crescent Current TARGUSinfo (1993 to present); Chairman,
Drive term expires AMACAI Information Corp. (2001 to 2007);
Vienna, VA 22182 in 2009. Chairman, Erne Heritage Holdings (1990 to
present).
----------
* Each Director shall serve until the expiration of their current term and
until their successor is elected and qualified.
25
BOARD OF DIRECTORS/OFFICERS (UNAUDITED)
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
POSITION(S) LENGTH FUND COMPLEX
HELD WITH OF TIME PRINCIPAL OCCUPATION(S) AND OTHER OVERSEEN BY
NAME, ADDRESS, AND AGE THE FUND SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS DIRECTOR
---------------------- ------------ ------------ ----------------------------------------- -------------
INTERESTED DIRECTOR:
Michael Grealy, 48** Director and Since 2007 Chief Executive Officer, Alternative 1
Bank of Ireland Asset President*** Current Investments & Global Distribution - Bank
Management (U.S.) term expires of Ireland Asset Management (2006 to
Limited, in 2011. present); Chairman, Guggenheim
300 First Stamford Place, Alternative Asset Management, LLC (2006
Stamford, CT 06902 to present); Director, Paul Capital
Investments, LLC (2006 to present);
Director, Iridian Asset Management LLC
(2005 to present); Director, Colaiste
Lurgan Teo (1985 to Present); Director,
Grealy Developments Limited (2002 to
present); Head of Group Human Resources -
Bank of Ireland Group (2001 to 2006).
OFFICERS***:
Michael Grealy see description above
Lelia Long, 46 Treasurer Since 2002 Senior Vice President & Director, Bank of
Bank of Ireland Asset Ireland Asset Management (U.S.) Limited
Management (U.S.) (1999 to present); Director, Iridian
Limited, Asset Management LLC (2002 to 2005).
300 First Stamford Place
Stamford, CT 06902
Salvatore Faia, 46 Chief Since 2005 President, Vigilant Compliance Services,
Vigilant Compliance Compliance (2004 to present); Trustee, Energy Income
186 Dundee Drive, Officer Partnership, (2005 to present); Senior
Suite 700 Legal Counsel, PNC Global Investment
Williamstown, NJ 08094 Servicing (U.S.) Inc. (2002 to 2004)
Colleen Cummings, 37 Assistant Since 2006 Vice President and Director, PNC Global
4400 Computer Drive Treasurer Investment Servicing (U.S.) Inc. (2004 to
Westborough, MA present); Manager, PNC Global Investment
01580 Servicing (U.S.) Inc. (1998 to 2004)
----------
* Each Director shall serve until the expiration of their current term and
until their successor is elected and qualified.
** Mr. Grealy is deemed to be an "interested" Director because of his
affiliation with the Investment Adviser.
*** Each Officer of the Fund will hold office until a successor has been
elected by the Board of Directors.
26
BOARD OF DIRECTORS/OFFICERS (UNAUDITED)
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
POSITION(S) LENGTH FUND COMPLEX
HELD WITH OF TIME PRINCIPAL OCCUPATION(S) AND OTHER OVERSEEN BY
NAME, ADDRESS, AND AGE THE FUND SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS DIRECTOR
---------------------- ------------ ------------ ----------------------------------------- -------------
OFFICER***
Vincenzo A. Scarduzio, 36 Secretary Since 2005 Assistant Vice President and Assistant
301 Bellevue Parkway, Counsel, PNC Global Investment Servicing
2nd Floor (U.S.) Inc. (2008 to Present); Assistant
Wilmington, DE 19809 Vice President, PNC Global Investment
Servicing (U.S.) Inc. (2006 to 2008);
Senior Regulatory Administrator, PNC
Global Investment Servicing (U.S.) Inc.
(2001 to 2006).
----------
*** Each Officer of the Fund will hold office until a successor has been
elected by the Board of Directors.
27
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THE NEW IRELAND FUND, INC.
DIRECTORS AND OFFICERS
Peter J. Hooper - CHAIRMAN OF THE BOARD
Michael J. Grealy - PRESIDENT AND DIRECTOR
David Dempsey - DIRECTOR
Margaret Duffy - DIRECTOR
Denis P. Kelleher - DIRECTOR
George G. Moore - DIRECTOR
Lelia Long - TREASURER
Colleen Cummings - ASSISTANT TREASURER
Vincenzo Scarduzio - SECRETARY
Salvatore Faia - CHIEF COMPLIANCE OFFICER
PRINCIPAL INVESTMENT ADVISER
Bank of Ireland Asset Management (U.S.) Limited
300 First Stamford Place
Stamford, Connecticut 06902
ADMINISTRATOR
PNC Global Investment Servicing (U.S.) Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
CUSTODIAN
JPMorgan Chase & Co.
North America Investment Services
3 Metro Tech - 7th Floor
Brooklyn, New York 11245
SHAREHOLDER SERVICING AGENT
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
LEGAL COUNSEL
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM
Tait Weller Baker LLP
1818 Market Street
Philadelphia, PA 19103
CORRESPONDENCE
ALL CORRESPONDENCE SHOULD BE ADDRESSED TO:
The New Ireland Fund, Inc.
c/o PNC Global Investment Servicing (U.S.) Inc.
99 High Street
27th Floor
Boston, Massachusetts 02110
TELEPHONE INQUIRIES SHOULD BE DIRECTED TO:
1-800-GO-TO-IRL (1-800-468-6475)
WEBSITE ADDRESS:
www.newirelandfund.com
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.
(c) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, and that relates to any element of
the code of ethics description.
(d) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of
directors has determined that Margaret Duffy is qualified to serve as an audit
committee financial expert serving on its audit committee and that she is
"independent."
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
(a) The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements or services that
are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for those fiscal years are
$31,500 (2007) and $33,100 (2008).
AUDIT-RELATED FEES
(b) The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of this
Item are $0 (2007) and $0 (2008).
TAX FEES
(c) The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning are $3,500 (2007) and $3,600
(2008).
ALL OTHER FEES
(d) The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than
the services reported in paragraphs (a) through (c) of this Item are $0
(2007) and $0 (2008).
(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
THE NEW IRELAND FUND, INC.
AUDIT COMMITTEE POLICY
ON
PRE-APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT ACCOUNTANTS
The Audit Committee of The New Ireland Fund, Inc. (the "Fund") is
charged with the responsibility to monitor the independence of the
Fund's independent accountants. As part of this responsibility, the
Audit Committee must pre-approve any independent accounting firm's
engagement to render audit and/or permissible non-audit services, as
required by law. In evaluating a proposed engagement of the independent
accountants, the Audit Committee will assess the effect that the
engagement might reasonably be expected to have on the accountant's
independence. The Committee's evaluation will be based on:
a review of the nature of the professional services expected
to be provided,
a review of the safeguards put into place by the accounting
firm to safeguard independence, and
periodic meetings with the accounting firm.
POLICY FOR AUDIT AND NON-AUDIT SERVICES PROVIDED TO THE FUNDS
On an annual basis, the scope of audits for the Fund, audit fees and
expenses, and audit-related and non-audit services (and fees proposed
in respect thereof) proposed to be performed by the Fund's independent
accountants will be presented by the Treasurer and the independent
accountants to the Audit Committee for review and, as appropriate,
approval prior to the initiation of such services. Such presentation
shall be accompanied by confirmation by both the Treasurer and the
independent accountants that the proposed services will not adversely
affect the independence of the independent accountants. Proposed
services shall be described in sufficient detail to enable the Audit
Committee to assess the appropriateness of such services and fees, and
the compatibility of the provision of such services with the auditor's
independence. The Committee shall receive periodic reports on the
progress of the audit and other services which are approved by the
Committee or by the Committee Chairman pursuant to authority delegated
in this Policy.
The categories of services enumerated under "Audit Services",
"Audit-related Services", and "Tax Services" are intended to provide
guidance to the Treasurer and the independent accountants as to those
categories of services which the Committee believes are generally
consistent with the independence of the independent accountants and
which the Committee (or the Committee Chairman) would expect upon the
presentation of specific proposals to pre-approve. The enumerated
categories are not intended as an exclusive list of audit,
audit-related or tax services which the Committee (or the Committee
Chairman) would consider for pre-approval.
AUDIT SERVICES
The following categories of audit services are considered to be
consistent with the role of the Fund's independent accountants:
Annual Fund financial statement audits
SEC and regulatory filings and consents
AUDIT-RELATED SERVICES
The following categories of audit-related services are considered to be
consistent with the role of the Fund's independent accountants:
Accounting consultations Agreed upon procedure reports
Attestation reports Other internal control reports
Individual audit-related services that fall within one of these
categories and are not presented to the Audit Committee as part of the
annual pre-approval process will be subject to pre-approval by the
Committee Chairman (or any other Committee member on whom this
responsibility has been delegated) so long as the estimated fee for
those services does not exceed $7,500.
TAX SERVICES
The following categories of tax services are considered to be
consistent with the role of the Fund's independent accountants:
Tax compliance services related to the filing or amendment of
the following:
Federal, state and local income tax compliance; and
Sales and use tax compliance
Timely RIC qualification reviews
Tax distribution analysis and planning
Accounting methods studies
Tax consulting services and related projects
Individual tax services that fall within one of these categories and
are not presented to the Audit Committee as part of the annual
pre-approval process will be subject to pre-approval by the Committee
Chairman (or any other Committee member on whom this responsibility has
been delegated) so long as the estimated fee for those services does
not exceed $7,500.
OTHER NON-AUDIT SERVICES
Certain non-audit services that the independent accountants are legally
permitted to render will be subject to pre-approval by the Committee or
by one or more Committee members to whom the Committee has delegated
this authority and who will report to the full Committee any
pre-approval decisions made pursuant to this Policy. Non-audit services
presented for pre-approval pursuant to this paragraph will be
accompanied by a confirmation from both the Treasurer and the
independent accountants that the proposed services will not adversely
affect the independence of the independent accountants.
PROSCRIBED SERVICES
The Fund's independent accountants will NOT render services in the
following categories of non-audit services:
Bookkeeping or other services related to the accounting
records or financial statements of the Fund
Financial information systems design and implementation
Appraisal or valuation services, fairness opinions, or
contribution-in-kind reports
Actuarial services
Internal audit outsourcing services
Management functions or human resources
Broker or dealer, investment adviser, or investment banking
services
Legal services and expert services unrelated to the audit
Any other service that the Public Company Accounting Oversight
Board determines, by regulation, is impermissible.
PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO BIAM AND BIAM AFFILIATES
Certain non-audit services provided to Bank of Ireland Asset Management
(U.S.) Limited ("BIAM") or any entity controlling, controlled by or
under common control with BIAM that provides ongoing services to the
Fund ("BIAM Affiliates") will be subject to pre-approval by the Audit
Committee. The only non-audit services provided to these entities that
will require pre-approval are those RELATED DIRECTLY TO THE OPERATIONS
AND FINANCIAL REPORTING OF THE FUND. Individual projects that are not
presented to the Audit Committee as part of the annual pre-approval
process, will be subject to pre-approval by the Committee Chairman (or
any other Committee member on whom this responsibility has been
delegated) so long as the estimated fee for those services does not
exceed $75,000. Services presented for pre-approval pursuant to this
paragraph will be accompanied by a confirmation from both the Treasurer
and the independent accountants that the proposed services will not
adversely affect the independence of the independent accountants.
Although the Audit Committee will not pre-approve all services provided
to BIAM Affiliates, the Committee will receive an annual report from
the Fund's independent accounting firm showing the aggregate fees for
all services provided to BIAM and BIAM Affiliates.
December 10, 2003
(e)(2) The percentage of services described in each of paragraphs (b) through
(d) of this Item that were approved by the audit committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) N/A
(c) 100%
(d) N/A
(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most
recent fiscal year that were attributed to work performed by persons
other than the principal accountant's full-time, permanent employees
was 0%.
(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services
to the registrant for each of the last two fiscal years of the
registrant was $0 (2007) and $0 (2008).
(h) The registrant's audit committee of the board of directors has
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant has a separately designated audit committee consisting of the
following independent directors of the registrant: Margaret Duffy, Peter J.
Hooper, George G. Moore and David Dempsey.
ITEM 6. INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the
close of the reporting period is included as part of the report to
shareholders filed under Item 1 of this form.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
The Proxy Voting Policies are attached herewith.
BANK OF IRELAND ASSET MANAGEMENT
PROXY VOTING POLICY FOR ACTIVELY MANAGED CLIENTS
UPDATED: FEBRUARY 2008
TABLE OF CONTENTS:
I: PROXY VOTING PROCEDURES
PURPOSE...............................................................3
SCOPE.................................................................3
GUIDING PRINCIPLES....................................................3
DECISION AND VOTING PROCESS...........................................3
PROXY VOTING COMMITTEE................................................4
CONFLICTS OF INTEREST.................................................4
WHEN BIAM DOES NOT VOTE PROXIES.......................................5
II: PROXY VOTING GUIDELINES
AUDITORS..............................................................6
BOARD OF DIRECTORS....................................................6
Election of Directors
Classification/Declassification of the Board
Majority Voting Proposals in the election of Directors
Voting for Director Nominees in Contested Elections
Voting for Strategic Initiatives in Contested Elections
Director Indemnification and Liability Provisions
Board Size
Independent Chairman (Separate Chairman/CEO)
Majority of Independent Directors/Establishment of Committees
Director Tenure/Retirement Age
Filling of Vacancies/Removal of Directors
Executive and Director Compensation
SHAREHOLDER RIGHTS....................................................9
Confidential Voting
Shareholder Ability to Call Special Meetings
ANTI-TAKEOVER MEASURES................................................9
Amend Bylaws without Shareholder Consent
Anti-Takeover Provisions
Poison Pill Plans
Greenmail
Golden and Tin Parachutes
CAPITAL STRUCTURE.....................................................11
Adjustments to Par Value of Common Stock
Common Stock Authorization
Preferred Stock
Pre-emptive Rights
Share Repurchase Programs
Stock Distributions: Splits and Dividends
MERGERS AND CORPORATE RESTRUCTURING ..................................12
Going Private Transactions (LBOs and Minority Squeezeouts)
Spin-offs
MISCELLANEOUS.........................................................13
Stock Option Expensing
Amending Minor Bylaws
Changing Corporate Name
Changing Date, Time or Location of Annual Meeting
Cumulative Voting
I PROXY VOTING PROCEDURES
A. PURPOSE
Bank of Ireland Asset Management Limited and the BIAM group of companies
("BIAM") has adopted and implemented these policies and procedures ("Policies")
to seek to ensure that client proxies are voted in the clients' best interests,
in accordance with BIAM's fiduciary duties to clients and, in the case of BIAM
(U.S.), with SEC rule 206(4)-6 under the Investment Advisers Act of 1940. BIAM
believes that the Policies set forth herein are reasonably designed to achieve
that goal.
B. SCOPE
BIAM's authority to vote the proxies of its clients is established by its
advisory contracts and its proxy voting guidelines have been tailored to reflect
these specific contractual obligations. These Policies apply where clients have
delegated the authority and responsibility to BIAM to decide how to vote
proxies. Where BIAM has agreed to follow client guidelines in voting proxies,
client guidelines will be followed and supersede these Policies. BIAM also will
follow these Policies, as applicable, if it provides advice or recommendations
about specific proxy votes to clients that have not delegated voting
responsibility to BIAM. These Policies may be changed from time to time.
C. GUIDING PRINCIPLES
It is the policy of BIAM to vote all proxies for the exclusive benefit of its
clients. The maximization of total return for the client as an investor in the
stock being voted is the governing influence in considering corporate voting
decisions.
D. DECISION AND VOTING PROCESS
BIAM's Investment Support Unit (ISU) is responsible for the implementation of
BIAM's proxy voting decisions. They are the primary liaison with BIAM's proxy
voting agent (the "Agent"). They also liaise with BIAM's Asset Management team
in relation to non-standard voting decisions and all voting in relation to
companies in which BIAM has a material holding. For clients that have specific
voting guidelines, the Investment Support Unit will determine the votes to be
cast at a client level. BIAM may vote differently on the same matter if client
guidelines or specific instructions call for a vote that is inconsistent with
BIAM's Proxy Voting Guidelines or a decision made by BIAM's Asset Managers. In
unusual circumstances, BIAM Asset Managers may make different proxy voting
decisions for different clients.
The Agent provides BIAM with all voting and shareholder meeting information
necessary for informed and timely decision making. The Agent is responsible for
the timely and accurate processing of the voting decision, and the distribution
of the decision to all relevant parties. The Agent is also responsible for
unblocking / rescinding a voting decision upon request from BIAM.
E. PROXY VOTING COMMITTEE
BIAM has established a Proxy Voting Committee ("Committee") to deal with various
issues associated with proxy voting. The role of the Committee is to develop and
periodically review these Policies to help ensure they are up to date and
reflect current regulatory requirements; review compliance with these Policies;
and critically evaluate exceptions to the Policies. The Committee also is
responsible for taking reasonable steps to seek to identify any material
conflicts of interest on the part of BIAM or its personnel that may affect
particular proxy votes. The Committee is comprised of representatives from Asset
Management; the Investment Support Unit; Compliance and Client Service.
F. CONFLICTS OF INTEREST
Occasions may arise where BIAM may have a material conflict of interest with
respect to a matter to be voted. A material conflict of interest may exist, for
example, if BIAM has a very significant business relationship with either the
company whose stock is being voted, the person soliciting the proxy or a third
party that has a material interest in the outcome of the proxy vote.
The Proxy Voting Committee provides guidance to assist BIAM personnel in
identifying potential conflicts of interest and bringing them to the attention
of the Committee. The Committee is responsible for evaluating the materiality of
any conflicts. These Policies describe some, but not all, of the specific types
of conflicts of interest that BIAM may encounter in connection with proxy
voting. The Committee is expected to evaluate the particular facts and
circumstances of each situation and exercise its best judgment in deciding
whether the conflicts are material and how they should be addressed. A member of
BIAM's senior management will be designated, upon request from the Committee,
for consultation and to resolve any conflicts issue on which the Committee has
been unable to reach a decision on its own. This designate will appoint a
conflict resolution team in order to come to a decision on the vote in question.
The conflict resolution team appointed will include a minimum of three members
of the management team. The conflict team will also include either the Chief
Executive Officer and /or the of Head of Compliance. The Chief Executive Officer
will exclude himself from the conflict resolution team in the event that he is
involved in the vote (i.e. election / re-election).
When a material conflict of interest is identified, BIAM may (1) vote the
proxies in accordance with the general rule stated in the Proxy Voting
Guidelines set forth in these Policies (as may be amended from time to time),
provided the guidelines specify how votes generally will be cast on that
particular type of matter, i.e., the guidelines state that BIAM generally will
vote "for" or "against" the proposal; (2) seek voting instructions or a waiver
of the conflict from the trustee's / clients whose securities are to be voted
on; (3) cast the votes for its clients in the same proportion as the vote of all
other holders of such security, or "mirror vote," if information about the votes
cast by other holders is reasonably and timely available to BIAM; (4) refrain
from voting, other than to vote "present" for purposes of a quorum or (5) take
other action appropriate under the circumstances.
An adviser-client relationship will not be considered material for conflict
purposes if the gross investment advisory income received from the relationship
by BIAM during its most recent fiscal year did not exceed one percent (1%) of
BIAM's overall annual gross investment advisory income and is not expected to
exceed that amount in the current fiscal year.
BIAM sets its Proxy Voting Guidelines and makes each proxy voting decision
independently, in the best interests of its clients and without regard to the
interests of BIAM, its parent company or any other affiliates of BIAM. In
addition, as a matter of policy, BIAM will not accept or consider direction from
its affiliates on how to vote any particular proxy.
G. WHEN BIAM DOES NOT VOTE PROXIES
In appropriate circumstances, BIAM may not vote proxies respecting client
securities, including, but not limited to, situations where (a) the securities
are no longer held in a client's account; (b) the proxy and other necessary
documents are not received in sufficient time to allow BIAM to analyze the
material or cast an informed vote by the voting deadline; (c) BIAM concludes
that the cost of voting the proxy outweighs any potential benefit to the client;
(d) in BIAM's judgment, the matter to be voted is neither material nor relevant
to shareholders and the issuer of the securities; (e) securities have been
loaned out pursuant to a client's securities lending program and are unavailable
to vote; or (f) the value or amount of the securities to be voted is
insignificant or undeterminable. BIAM also may refrain from voting a proxy where
BIAM believes that it is in the client's best interest to do so. Generally, this
will occur if BIAM is in disagreement with the proposals but the management have
committed to make, within an agreed time frame, appropriate changes which in
BIAM's view will favor shareholders.
In certain markets, shareholders are required to stop trading securities for a
specified time before or after a shareholder meeting ("Blocking Period"). BIAM
may refrain from voting or cancel a vote when BIAM concludes that it is more
beneficial to clients to be free to trade the securities than to vote
securities. In addition, BIAM will, to the best of its ability, unblock a share
position that is subject to a Blocking Period if there is danger of a failed
trade. Blocking only occurs in certain markets and the Blocking Periods and
rules vary from country to country, and in certain circumstances, from company
to company.
II PROXY VOTING GUIDELINES
The following are guidelines and as such are not exhaustive and do not include
all potential voting issues. Because proxy issues and the circumstances of
individual companies are so varied, there may be instances when BIAM will not
vote in strict adherence to these guidelines. Votes on matters not covered by
these guidelines will be determined in accordance with the guiding principles
set forth above. Certain proxy questions that are company specific and of a
non-routine nature may be more appropriately handled on a case-by-case basis. At
any time, BIAM may seek voting instructions from some or all clients holding the
securities to be voted.
AUDITORS
BIAM generally will vote FOR proposals to ratify auditors, unless there is
reason to believe that an auditor has a material financial interest in or
association with the company, and is therefore not independent, or there is
reason to believe that the independent auditor has rendered an opinion which is
neither accurate nor indicative of the company's financial position.
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
Electing directors is an important stock ownership right that shareholders can
exercise. Shareholders should seek to elect directors who represent their
interests and will act in a manner which will maximize the value of their
ownership interest and who can ultimately be held accountable for their actions.
>> BIAM generally will vote FOR all nominees in uncontested elections.
However, each election is examined on a case-by-case basis and BIAM will
withhold votes for or vote against individual nominees or entire slates of
directors if it believes such action is in the best interest of
shareholders.
CLASSIFICATION/DECLASSIFICATION OF THE BOARD
A classified board is one in which directors are divided into classes with each
class serving a fixed term. Elections are staggered with each class up for
re-election in different years. Board classification can result in less
accountability and can make it more difficult for dissidents to gain control.
>> BIAM will generally vote AGAINST proposals to classify the Board. BIAM will
generally Vote FOR proposals to repeal classified Boards, and to elect
directors annually.
MAJORITY VOTING PROPOSALS IN DIRECTOR ELECTIONS
Majority voting gives shareholders a meaningful voice in director election. A
shift from plurality to majority voting in director elections means a director
needs to get an affirmative majority of votes cast. The plurality system elects
a director in an uncontested election once there is one affirmative vote, with
votes withheld/against not being counted.
>> BIAM will generally vote FOR resolutions requesting that the board change
the company's bylaws to stipulate that directors need to be elected with an
affirmative majority of votes cast, provided it does not conflict with the
state law where the company is incorporated.
VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS
Proxy contests can play a valuable role in removing entrenched directors and
creating a means for corporate change.
>> BIAM will review on a CASE-BY-CASE basis how it will cast its votes for
directors in a contested election based upon what BIAM believes are the
director nominees that will serve in the best interests of shareholders and
will enhance shareholder value.
VOTING FOR STRATEGIC INITIATIVES IN CONTESTED ELECTIONS
>> Votes in a contested election to approve a strategic initiative will be
evaluated on a CASE-BY-CASE basis and voted in favor of the position that
BIAM believes will be in the best interest of shareholders and will enhance
shareholder value.
DIRECTOR INDEMNIFICATION AND LIABILITY PROVISIONS
Directors and officers are often faced with difficult choices and should be
willing to make decisions that are not risk-averse. BIAM believes that directors
should not be held accountable for actions taken where they have acted honestly
and in good faith but should not be fully released from liability if they act
outside of such parameters.
>> BIAM generally will vote FOR proposals providing for indemnification and
liability limitations for officers and directors, provided the policies are
limited to the director acting honestly and in good faith and putting the
interests of the company first, rather than eliminating entirely director's
and officer's liability for monetary damages for violating the duty of
care.
BOARD SIZE
Proposals to allow management to increase or decrease the size of the board at
its own discretion are often used by companies as a takeover defense. By
increasing the size of the board, management can make it more difficult for
dissidents to gain control.
>> BIAM generally will vote FOR proposals that seek to fix the size of the
board.
>> BIAM generally will vote AGAINST proposals that give management the ability
to alter the size of the board without shareholder approval.
INDEPENDENT CHAIRMAN (SEPARATE CHAIRMAN/CEO)
BIAM will review on a CASE-BY-CASE basis proposals to separate the roles of
chairman and CEO. BIAM will vote in favor of a combined role if the company has
implemented an appropriate counterbalancing governance structure. In determining
if the appropriate measures are in place BIAM may consider the following:
A. Designated lead director
B. 2/3 independent board
C. All independent key committees
D. Committee chairpersons nominated by independent directors
E. Established governance guidelines
MAJORITY OF INDEPENDENT DIRECTORS/ESTABLISHMENT OF COMMITTEES
BIAM believes that having a board independent of management is of the utmost
importance to both a company and its shareholders.
>> BIAM generally will vote FOR proposals asking that a majority or more of
directors be independent.
>> BIAM generally will vote FOR proposals asking that board audit,
compensation, and/or nominating committees be "independent". Independence
does not necessarily require that the entire committee be composed of
independent directors.
DIRECTOR TENURE/RETIREMENT AGE
Tenure and Age limits impose an arbitrary threshold beyond which director's may
not serve regardless of the director's performance.
>> BIAM believes that directors should be judged on their own merit and will
generally vote AGAINST proposals for such arbitrary guidelines as age
restrictions.
>> BIAM generally will vote FOR proposals that require directors to present
themselves for re-election on a periodic basis.
FILLING VACANCIES/REMOVAL OF DIRECTORS
Shareholder ability to remove directors, with or without cause, is prescribed by
a state's business corporation law, an individual company's articles of
incorporation, or its bylaws. If the state or company has specified that removal
may only be for cause, then such things as self-dealing or fraud will allow for
the removal of a director. Removal without cause requires
no such showing, which would allow shareholders to remove through a majority
vote any director before his or her term expires.
>> BIAM will evaluate on a CASE-BY-CASE basis proposals that members of the
board can only be removed for cause.
EXECUTIVE AND DIRECTOR COMPENSATION
Directors compensation plans should be aligned with shareholders long-term
interests.
>> Evaluation of plans will be done on a CASE-BY-CASE basis, considering
several factors in determining if it is reasonable and fair
SHAREHOLDER RIGHTS
CONFIDENTIAL VOTING
In a confidential voting system, all proxies, and voting tabulations that
identify individual shareholders are kept confidential. This confidentiality can
eliminate any real or perceived coercion towards voters.
>> BIAM generally will vote FOR proposals that corporations adopt confidential
voting, use independent vote tabulators or use independent inspectors of
election, as long as the proposal includes a provision for proxy contests
as follows: In the case of a contested election, management should be
permitted to request that the dissident group honor its confidential voting
policy. If the dissidents agree, the policy remains in place. If the
dissidents will not agree, the confidential voting policy is waived.
>> BIAM generally will vote FOR proposals to adopt confidential voting by
shareholders.
SHAREHOLDER ABILITY TO CALL SPECIAL MEETINGS
Certain matters may arise between regularly scheduled shareholder meetings that
require attention. The inability of shareholders to call meetings could result
in shareholders being unable to remove directors, initiate a shareholder
resolution or respond to a beneficial offer without having to wait for the next
scheduled meeting. The inability to call a special meeting and the resulting
insulation of management could adversely affect corporate performance and
shareholder returns.
>> BIAM generally will vote AGAINST proposals to restrict or prohibit
shareholder ability to call special meetings.
>> BIAM generally will vote FOR proposals that remove restrictions on the
right of shareholders to act independently of management.
ANTI-TAKEOVER MEASURES
BIAM generally will vote AGAINST anti-takeover proposals if such proposals act
against the common interests of shareholders.
AMEND BYLAWS WITHOUT SHAREHOLDER CONSENT
>> BIAM generally will vote AGAINST proposals giving the board exclusive
authority to amend the Bylaws.
>> BIAM generally will vote FOR proposals giving the board the ability to
amend the bylaws with shareholder consent.
ANTI-TAKEOVER PROVISIONS
>> BIAM generally will vote AGAINST any proposed amendments to corporate
Articles, Bylaws or Charters that include anti-takeover provisions.
POISON PILL PLANS
Poison pills (or shareholder rights plans) are tactics used by management
fearing an unwelcome takeover bid. They cause a variety of events to occur which
may make the company financially less attractive to a potential acquirer.
>> BIAM generally will vote FOR a proposal that the company submit a
shareholder rights plan (poison pill) to a shareholder vote.
>> BIAM generally will vote AGAINST a proposal to renew or amend an existing
shareholder rights plan (poison pill).
>> BIAM generally will vote FOR a proposal to redeem a shareholder rights plan
(poison pill).
>> BIAM generally will vote AGAINST an increase in capital stock for use in
the implementation of a shareholder rights plan (poison pill).
GREENMAIL
Greenmail payments are targeted share repurchases by management of company stock
from individuals or groups seeking control of the company. Since only the
hostile party receives payment, usually at a substantial premium over the market
value of its shares, the practice discriminates against all other shareholders.
This transferred cash could, absent the greenmail payments, be put to use for
reinvestment in the company, payment of dividends, or to fund a public share
repurchase program.
>> BIAM generally will vote FOR proposals to adopt anti-greenmail charter or
bylaw amendments or otherwise restrict a company's ability to make a
greenmail payment.
GOLDEN AND TIN PARACHUTES
Golden and tin parachutes are designed to protect the employees of a corporation
in the event of a change in control. Golden parachutes are payments to senior
level management that are triggered during a change of control. The calculation
is usually based on some multiple of an employee's annual or monthly
compensation. Some companies are extending the coverage to all employees via tin
parachutes.
>> BIAM generally will vote FOR proposals that the company eliminate or
restrict existing severance agreements, change-in-control provisions, or
golden parachutes.
CAPITAL STRUCTURE
ADJUSTMENTS TO PAR VALUE OF COMMON STOCK
Stock that has a fixed per share value printed on its certificate is called par
value stock. The purpose of par value stock is to establish the maximum
responsibility of a shareholder in the event that a company becomes insolvent.
Many times proposals to reduce par value stem from state law requirements or
banking regulations.
>> BIAM generally will vote FOR management proposals to reduce the par value
of common stock.
COMMON STOCK AUTHORIZATION
State statutes and stock exchanges require shareholder approval for increases in
the number of common shares a board is authorized to issue. Companies increase
their supply of common stock for a variety of ordinary business purposes:
raising new capital, funding stock compensation programs, business acquisitions,
and implementation of stock splits or payment of stock dividends.
>> BIAM generally will vote FOR increases in common stock authorized provided
such action is determined to be in the shareholders' best interests.
>> BIAM will review on a CASE-BY-CASE basis proposals to approve a reduction
in the number of shares of common stock authorized for issue or an
elimination of an authorized class of common stock.
PREFERRED STOCK
>> BIAM will review on a CASE-BY-CASE basis proposals to increase the number
of blank check preferred shares after analyzing the number of preferred
shares available for issue given a company's industry and performance in
terms of shareholder returns.
>> BIAM will review on a CASE-BY-CASE basis proposal to eliminate a currently
authorized class of preferred stock.
SHARE REPURCHASE PLANS
>> BIAM will generally vote FOR share repurchase plans .
PRE-EMPTIVE RIGHTS
Pre-emptive rights permit shareholders to share proportionately in any new
issues of stock of the same class. These rights guarantee existing shareholders
the first opportunity to purchase shares of new issues of stock in the class
they own, in an amount equal to the percentage of the class they already own.
>> BIAM will generally vote FOR proposals on issuance requests with
pre-emptive rights up to a maximum of 100% of currently issued share
capital.
>> For issuance requests without pre-emptive rights, BIAM will generally vote
FOR issuances up to a maximum of 20% of currently issued share capital.
SHARE REPURCHASE PROGRAMS
>> BIAM generally will vote FOR management proposals to institute open-market
share repurchase plans (Stock Repurchase Program).
STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS
>> BIAM generally will vote FOR management proposals to increase the common
share authorization for a stock split or share dividend.
>> BIAM generally will vote FOR recommended stock splits.
MERGERS AND CORPORATE RESTRUCTURINGS
>> BIAM will review on a CASE-BY-CASE basis proposals for mergers and
acquisitions.
GOING PRIVATE TRANSACTIONS (LBOS AND MINORITY SQUEEZEOUTS)
>> BIAM will review on a CASE-BY-CASE basis proposals to take a company
private, taking into account factors including, but not limited to, offer
price/premium, fairness opinion, how the deal was negotiated, conflicts of
interest, other alternatives/offers considered, and non-completion risk.
SPIN-OFFS
>> BIAM will review on a CASE-BY-CASE basis proposed spin-offs, taking into
consideration factors including, but not limited to, tax and regulatory
advantages, planned use of the sale proceeds, valuation of the spin-off,
fairness opinion, benefits to the parent company, conflicts of interest,
managerial incentives, corporate governance changes and changes in the
capital structure.
MISCELLANEOUS
STOCK OPTION EXPENSING
>> BIAM generally will vote FOR proposals that the company expense stock
options unless management has already publicly committed to start expensing
by a specific date.
AMENDING MINOR BYLAWS
>> BIAM generally will vote FOR management proposals for bylaw or charter
changes that are of a housekeeping nature (updates or corrections).
CHANGING CORPORATE NAME
>> BIAM generally will vote WITH MANAGEMENT with regard to changing the
corporate name.
CHANGING DATE, TIME OR LOCATION OF ANNUAL MEETING
>> BIAM generally will vote FOR management proposals to change the
date/time/location of the annual meeting unless the proposed change is
unreasonable. BIAM requires at least ten days notice of any such change in
order to allow for custodian deadlines.
CUMULATIVE VOTING
Cumulative voting is a method of voting that permits shareholders to combine
their total votes and cast different numbers of votes for different candidates.
>> BIAM will generally vote AGAINST proposals to adopt cumulative voting
practices.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(A)(1) IDENTIFICATION OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS AND
DESCRIPTION OF ROLE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS
PETER O'DONOGHUE, CFA, EQUITY MANAGER
Peter O'Donoghue joined Bank of Ireland Asset Management (the "Advisor")
in 2001 though the graduate recruitment programme. Prior to joining the
Asset Management team, Peter held a number of roles in various areas of
the business including Portfolio Construction, Global Support and our
European office. He holds a BA in International Business & Languages
from Dublin City University and is also a CFA charterholder. Peter is
also a member of the Society of Investment Analysts of Ireland. Peter
O'Donoghue is primarily responsible for the management of the
Registrant's portfolio and has responsibility for all the day-to-day
management of the Registrant portfolio including stock research, stock
selection and portfolio management. Peter O'Donoghue was appointed as
Portfolio Manager of the Registrant on December 7, 2006.
(A)(2) OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBER
AND POTENTIAL CONFLICTS OF INTEREST
OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBER
As of November 30, 2008 Mr. O'Donoghue did not manage any other
registered investment companies.
Peter O'Donoghue is also a member of the EAFE Product Investment Team.
As of November 30, 2008 this team managed the following accounts:
No. of Accounts Total Assets in
Total where Advisory Fee Accounts where
No. of Accounts is Based on Advisory Fee is Based
Type of ACCOUNTS MANAGED TOTAL ASSETS PERFORMANCE on PERFORMANCE
---------------- --------------- ------------ ------------------ ---------------------
Registered
Investment 0 0 0 0
Companies:
Other Pooled
Investment Vehicles: 2 $9,051,186 0 0
Other Accounts: 3 $377,537,850 0 0
POTENTIAL CONFLICTS OF INTERESTS
In recognition of the fact that conflicts of interest are inherent in
the investment management business, the Advisor has adopted policies
and procedures reasonably designed to identify and manage the effects
of actual or potential conflicts of interest in the areas of employee
personal trading, managing multiple accounts for multiple clients and
allocation of investment opportunities.
The Advisor has adopted a code of ethics policy that is designed to
reduce the risk of actual or potential conflicts of interest with
dealings on behalf of clients. The code reflects the Advisor's
fiduciary obligations and those of its employees, and requires that all
employees comply with all applicable federal securities laws. The
Advisor's personal dealing rules apply to all employees. In summary,
the code requires pre-approval of all personal dealings in equity
securities or securities that derive their value from equity
securities. As a general matter, permission to execute a proposed
personal trade in a security will generally be refused if the Advisor
has executed, or intends to execute material client trades in the same
security, in the seven days before or the seven days following the
proposed employee deal. The code requires employees to report any
transactions in mutual funds where the Advisor acts as an adviser or
sub-adviser to the fund. The code also covers issues such as prohibited
transactions, blackout periods for transactions, and short term
trading.
In addition to managing the Registrant's Portfolio, the Portfolio
Manager is a member of a team that manages multiple portfolios for
multiple clients. Accordingly the Portfolio Manager may have
responsibility for managing the investments of multiple accounts with a
common investment strategy or several investment styles. Accordingly,
client portfolios may have investment objectives, strategies, time
horizons and risk profiles that differ from those of the Registrant.
The portfolio Manager makes investment decisions for the Registrant
based on its investment objective, policies and other relevant
investment considerations, Consequently, the Portfolio Manager may
purchase or sell securities for one client portfolio and not another
client portfolio, and the performance of securities purchased for one
portfolio may vary from the performance of securities purchased for
other portfolios. The Portfolio Manager may place transactions on
behalf of other clients that are directly or indirectly contrary to
investment decisions made on behalf of the Registrant, which has the
potential to adversely impact the Registrant, depending on market
conditions. There is a fiduciary duty for the Advisor to act in good
faith for the benefit of its clients; to disclose fully and fairly all
material facts; and to allocate trades in a fair and equitable manner.
The Advisor has implemented allocation procedures that specify the
factors taken into account in making allocation decisions for its
clients and to ensure that all accounts with substantially similar
investment objectives are treated equitably. These procedures ensure
that clients are treated fairly as to the securities purchased or sold
for their accounts, in the priority of execution of orders and the
allocation of trades.
Generally, the above will be achieved by allocating on a simple
pro-rata basis. However, to ensure that all clients get meaningful
order sizes in a cost effective manner, allocations to clients are
generally targeted to be greater than 0.03% of each client's account
assets. There are exceptions to the 0.03% De Minimus allocation such as
when IPO orders are only partially filled. Partially filled IPO orders
are generally allocated pro-rata in accordance with the original order
without reference to achieving a minimum targeted percentage of client
assets. Lastly the performance of similarly managed accounts is
monitored to ensure consistency of performance and to detect any
unexplained significant differences.
(A)(3) COMPENSATION STRUCTURE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM
MEMBERS
THE REGISTRANT PAYS THE ADVISOR A FEE BASED ON THE ASSETS UNDER
MANAGEMENT OF THE FUND AS SET FORTH IN THE ADVISORY AGREEMENT. THE
ADVISOR PAYS ITS INVESTMENT PROFESSIONALS OUT OF ITS TOTAL REVENUES AND
OTHER RESOURCES, INCLUDING THE ADVISORY FEE EARNED WITH RESPECT TO THE
REGISTRANT. THERE ARE THREE COMPONENTS TO THE COMPENSATION STRUCTURE
USED BY THE ADVISOR. The compensation package is highly competitive and
includes a competitive fixed base salary, a performance-linked bonus
and a Bank of Ireland Group capital stock issue plan. Compensation is
not based on the value of assets held in the Registrant's portfolio.
The performance measures used are applied consistently among all
portfolio managers and portfolios.
The bonuses paid to the portfolio managers are linked both to the
quality of an individual's stock research and also to the contribution
they make to the performance of the product group and/or portfolio to
which they are associated. The primary performance assessment of the
portfolio manager is based on how the client portfolios perform
relative to benchmarks, market indices and similar funds run by
competitor managers.
The stock issue plan is based on the overall profitability of Bank of
Ireland while bonuses are based on the profitability of Bank of Ireland
Asset Management and on individual achievement.
(A)(4) DISCLOSURE OF SECURITIES OWNERSHIP
As of October 31, 2008 beneficial ownership of shares of the registrant
by the Portfolio Manager is as follows:
Dollar ($) Range of
Name of Portfolio Manager or Fund Shares
TEAM MEMBER BENEFICIALLY OWNED
Peter O'Donoghue 0
(B) Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
REGISTRANT PURCHASES OF EQUITY SECURITIES
(C) TOTAL NUMBER OF SHARES (D) MAXIMUM NUMBER (OR APPROXIMATE
(A) TOTAL NUMBER (B) AVERAGE (OR UNITS) PURCHASED AS PART DOLLAR VALUE) OF SHARES (OR UNITS)
OF SHARES (OR PRICE PAID PER OF PUBLICLY ANNOUNCED PLANS THAT MAY YET BE PURCHASED UNDER THE
PERIOD UNITS) PURCHASED SHARE (OR UNIT) OR PROGRAMS PLANS OR PROGRAMS
May 1 2008 to May 45,800 20.29 0 470,951
31 2008
June 1 2008 to 0 0 0 470,951
June 30 2008
July 1 2008 to 5,000 16.26 0 470,951
July 31 2008
August 1 2008 to 0 0 0 470,951
August 31 2008
September 1 2008 7,600 11.11 0 470,951
to September 30
2008
October 1 2008 to 0 0 0 470,951
October 31 2008
Total 58,400 18.75 0 470,951
a. The date each plan or program was announced : February 2000
b. The dollar amount (or share or unit amount) approved : 10% OF SHARES
OUTSTANDING AT THE PREVIOUS FISCAL YEAR END
c. The expiration date (if any) of each plan or program : NONE
d. Each plan or program that has expired during the period covered by the
table ; NONE
e. Each plan or program the registrant has determined to terminate prior
to expiration, or under which the registrant does not intend to make
further purchases. : NONE
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's second fiscal
quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section
302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section
906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) THE NEW IRELAND FUND, INC.
By (Signature and Title)* /S/ MICHAEL GREALY
-------------------------------------------------------
Michael Grealy, President
(principal executive officer)
Date JANUARY 5, 2009
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /S/ MICHAEL GREALY
-------------------------------------------------------
Michael Grealy, President
(principal executive officer)
Date JANUARY 5, 2009
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By (Signature and Title)* /S/ LELIA LONG
-------------------------------------------------------
Lelia Long, Treasurer
(principal financial officer)
Date JANUARY 8, 2009
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* Print the name and title of each signing officer under his or her signature.