SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
THE NEW IRELAND FUND, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------
Dear Stockholder,
The New Ireland Fund, Inc. (the "Fund") will hold its 2006 Annual
Meeting of Stockholders (the "Meeting") on Tuesday, June 6, 2006 at 9 a.m. at
the Harvard Club, 27 West 44th Street, New York, NY 10036. At the Meeting,
stockholders will elect three Directors and vote on such other matters as may
properly come before the Meeting.
On behalf of the Board of Directors, I cordially invite all
stockholders to attend the Meeting. Whether or not you plan to attend the
Meeting in person, please take the time to vote by mailing in your proxy. As
explained in the attached Proxy Statement, you may withdraw your proxy at any
time before it is actually voted at the Meeting.
We look forward to your continued support.
Sincerely,
/s/ Peter Hooper
----------------------------
Chairman
THE NEW IRELAND FUND, INC.
C/O PFPC INC.
99 HIGH STREET, 27TH FLOOR
BOSTON, MASSACHUSETTS 02110
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The New Ireland Fund, Inc. (the "Fund"), a Maryland corporation,
will be held on Tuesday, June 6, 2006 at 9:00 a.m. at the Harvard Club, 27 West
44th Street, New York, NY 10036, for the following purposes:
1. To elect three (3) Directors of the Fund (Proposal 1).
2. To consider and act upon any other business as may properly come before
the Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Only stockholders of record at the close of business on Monday, April 10,
2006 are entitled to notice of, and to vote at, this Meeting or at any
adjournments thereof.
Vincenzo A. Scarduzio
Secretary
Dated: May 3, 2006
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD
PROMPTLY. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
NEXT PAGE.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Joint owners should each sign, exactly as your names(s)
are shown in the registration.
3. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp.................................... ABC Corp.
(2) ABC Corp. .................................. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer................ John Doe
(4) ABC Corp. Profit Sharing Plan .............. John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust .................................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78......................... Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) Estate of John B. Smith .................... John B. Smith, Jr., Executor
THE NEW IRELAND FUND, INC.
C/O PFPC INC.
99 HIGH STREET, 27TH FLOOR
BOSTON, MASSACHUSETTS 02110
ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 2006
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors of The New
Ireland Fund, Inc. (the "Fund") in connection with its solicitation of proxies
for use at the Annual Meeting of Stockholders (the "Meeting") to be held on
Tuesday, June 6, 2006 at 9:00 a.m. at the Harvard Club, 27 West 44th Street, New
York, NY 10036 and at any adjournments thereof. The purpose of the Meeting and
the matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Stockholders.
If the accompanying proxy is executed properly and returned by June 6,
2006 in time to be voted at the Meeting, shares represented by it will be voted
at the Meeting in accordance with the instructions on the proxy. If, however, no
instructions are specified, shares will be voted for the election of Directors.
If your shares are held though a broker, your shares can be voted on the
election of Directors in your broker's discretion. Broker non-votes will have no
effect on the election of Directors. A proxy may be revoked at any time prior to
the time it is voted, by written notice to the Secretary of the Fund or by
attendance at the Meeting.
A quorum of the Fund's shareholders is required to properly conduct the
business of the Meeting. Under the By-Laws of the Fund, a quorum is constituted
by the presence in person or by proxy of stockholders entitled to cast a
majority of the votes entitled to be cast at the meeting. In the event a quorum
is not present at the Meeting, the holders of a majority of the stock present in
person or by proxy will have the power to adjourn the Meeting, without notice
other than an announcement at the Meeting, until the requisite amount of stock
entitled to vote at such Meeting is present. In the event a quorum is present at
the Meeting but sufficient votes to approve any of the proposed items are not
received, the persons named as proxies may propose one or more adjournments of
such Meeting to permit further solicitation of proxies. A stockholder vote may
be taken on one or more of the proposals in this proxy statement prior to such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting in person or by proxy and the
persons named as proxies will vote those proxies which they are entitled to vote
FOR or AGAINST any such proposal in their discretion. Absent the establishment
of a subsequent record date and the giving of notice to the holders of record
thereon, the adjourned Meeting will take place not more than 120 days after the
original record date. At such adjourned Meeting, any business may be transacted
which might have been transacted at the original Meeting.
The close of business on April 10, 2006 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 4,659,061 shares of common stock outstanding
and entitled to vote. Each share will be entitled to one vote at the Meeting. It
is expected that the Notice of Annual Meeting, proxy statement, and form of
proxy will be mailed to stockholders on or about May 6, 2006.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic, or oral communications by regular employees of the Fund's
Investment Adviser.
THE ANNUAL REPORT OF THE FUND, INCLUDING AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED OCTOBER 31, 2005, IS AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE NEW IRELAND FUND, INC., C/O PFPC, INC. 99 HIGH STREET,
27TH FLOOR, BOSTON, MASSACHUSETTS 02110, BY ACCESSING THE FUND'S WEBSITE AT
WWW.NEWIRELANDFUND.COM, OR BY CALLING 1-800-468-6475.
The date of this Proxy Statement is May 3, 2006.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL/RECORD OWNERS
To the knowledge of management of the Fund and its Board, the following
shareholder(s) or "group", as the term is defined in Section 13(d) of the
Securities Exchange Act of 1934 (the "1934 Act"), beneficially owned, or were
owners of record of, more than 5% of the Fund's outstanding shares as of April
10, 2006.
SHAREHOLDER NAME AND ADDRESS AMOUNT AND NATURE OF OWNERSHIP PERCENT OF SHARES
---------------------------- ------------------------------ -----------------
Wachovia Corporation(1) 650,287 (beneficial) 14.03%
One Wachovia Center
Charlotte, North Carolina 28288-0137
The Governor and Company of the Bank of Ireland, 312,953 (beneficial)(2) 6.7%
BIAM Holdings, Bank of Ireland Asset Management
(U.S.) Limited, and Bank of Ireland Asset
Management Limited
c/o Bank of Ireland Asset Management Limited
40 Mespil Road, Dublin 4, Ireland
Cede & Co(3) 4,510,428 (record) 96.81%
55 Water Street, 25th Floor
New York, NY 10041
(1) As stated in a Schedule 13G filed with the Securities and Exchange
Commission on February 13,2006.
(2) Ownership of shares is as follows: (i) Bank of Ireland Asset Management
(U.S.) Limited ("BIAMUS"), Investment Adviser to the Fund, held direct
beneficial ownership of 12,609 shares or 0.3% of common stock outstanding,
which it purchased to provide seed capital to the Fund; (ii) Bank of Ireland
Asset Management Limited ("BIAML") held direct beneficial ownership of
300,344 shares or 6.45% of common stock outstanding in accounts for which it
serves as the investment adviser under its investment management agreements;
(iii) BIAM Holdings, as the controlling member of BIAMUS and BIAML, may be
deemed to possess beneficial ownership of the shares of common stock
beneficially owned by BIAMUS and BIAML; and (iv) Bank of Ireland, as sole
shareholder of BIAM Holdings, may be deemed to possess beneficial ownership
of the shares of common stock beneficially owned by BIAM Holdings.
(3) A nominee partnership of The Depository Trust Company.
To the knowledge of the Fund, as of the record date, no current Director
of the Fund held 1% or more of the outstanding shares of the Fund, and the
officers and Directors of the Fund owned, as a group, less than 1% of the
outstanding shares of the Fund.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, three Directors will be elected. Pursuant to the Fund's
By-laws, the terms of office of the Directors are staggered. The Board of
Directors is divided into three classes, designated: Class I, Class II, and
Class III. Class I consists of Peter J. Hooper and George G. Moore, Class II
consists of Denis P. Kelleher and James M. Walton, and Class III consists of
Margaret Duffy and Brendan Donohoe. The two Directors in Class I are being
considered for election at this Meeting. In addition, Ms. Duffy is being
considered for election as a Class III Director of the Fund. Ms. Duffy was
appointed to the Board of Directors by unanimous consent on May 1, 2006. Ms.
Duffy will hold office for an initial term of two years. If elected, Messrs.
Hooper and Moore will hold office for a term of three years and until their
successors are elected and qualified. It is the intention of the persons named
in the accompanying proxy to vote, on behalf of the stockholders, for the
election of Peter J. Hooper, George G. Moore and Margaret Duffy.
The nominees have consented to being named in this Proxy Statement and to
serve as Directors if elected. The Board of Directors has no reason to believe
that any nominee will become unavailable for election as a Director, but if that
should occur before the Meeting, proxies will be voted for such other person as
the Board of Directors may recommend.
The Directors and officers of the Fund are listed below, together with
their respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Directors, their positions with
certain international organizations and publicly-held companies.
2
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
HELD WITH THE TIME PRINCIPAL OCCUPATION(S) AND OTHER OVERSEEN BY
NAME ADDRESS, AND AGE FUND SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS DIRECTOR
--------------------- ------------- ---------- ------------------------------------ -----------
NON-INTERESTED
DIRECTORS:
Peter J. Hooper, 66 Director and Since 1990 President of Hooper Associates-Consultants 1
Westchester Financial Chairman of the (1994 to present); Director, The Ireland
Center, Suite 1000 Board United States Council for Commerce and
50 Main Street Industry (1984 to present); Director, Flax
White Plains, NY 10606 Trust - America (1988 to present);
Director, Children's Medical Research
Foundation (1987 to 2004).
Margaret Duffy, 62 Director Since 2006 Financial Consultant, Director, 1
164 East 72 Street, Dyson-Kissner-Moran (2000 to present);
Suite 7B Partner, Arthur Andersen, LLP (1981 to
New York, NY 10021 2000); Chairman and Member of the Board of
Directors of the National Association of
Women Artists (2001 to present); Director,
The Little Sisters of the Assumption
Family Health Services (2005 to present).
Director, The Ireland United States
Council for Commerce and Industry (1994 to
2005);
Denis P. Kelleher, 67 Director Since 1991 Chief Executive Officer, Wall Street 1
17 Battery Place Access-Financial Services (1981 to
New York, NY 10004 present); Director, Independence Community
Bank (1992 to present); Chairman
and Member of the Board of Trustees St.
John's University (1998 to present).
George G. Moore, 55 Director Since 2004 Chairman/Chief Executive Officer, 1
8010 Towers Crescent Drive TARGUSinfo (1993 to present); Chairman,
Vienna, VA 22182 AMACAI Information Corp. (2001 to
present).
James M. Walton, 75 Director Since 1990 Chairman, Vira I. Heinz Endowment (1988 to 1
Room 3902 present); Director, FireFly Power
525 William Penn Place Technologies, LLC, (2003 to present).
Pittsburgh, PA 15219
INTERESTED
DIRECTOR:
Brendan Donohoe, 47** Director and Since 2005 President, Bank of Ireland Asset 1
75 Holly Hill Lane President*** Management (U.S.) Limited (2005 to
Greenwich, CT 06830 present); Director & Regional Director,
Asia/Pacific, BIAM Australia Pty Limited
(2000 to 2005); Director & Regional
Director Asia/Pacific, Bank of
Ireland Asset Management (Japan)
Limited (2000 to 2005); Managing
Director, BIAM Australia Pty
Limited, (1996 - 2000); Director,
Iridian Asset Management LLC (2005
to present).
------------
* Each Director shall serve until the expiration of his current term and until
his successor is elected and qualified.
** Mr. Donohoe is deemed to be an "interested " director because of his
affiliation with the Investment Advisor.
*** Each Officer of the Fund will hold office until a successor has been elected
by the Board of Directors.
3
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
HELD WITH THE TIME PRINCIPAL OCCUPATION(S) AND OTHER
NAME ADDRESS, AND AGE FUND SERVED* DIRECTORSHIPS DURING PAST FIVE YEARS
--------------------- ------------- ---------- ------------------------------------
OFFICERS***:
Brendan Donohoe see description above
Lelia Long, 43 Treasurer Since 2002 Senior Vice President & Director, Bank of
75 Holly Hill Lane Ireland Asset Management (U.S.) Limited
Greenwich, CT 06830 (1999 to present); Director, Iridian Asset
Management LLC (2002 to 2005).
Salvatore Faia, 48 Chief Since 2005 Senior Legal Counsel, PFPC Inc. from 2002
Vigilant Compliance Compliance to 2004; Chief Legal Counsel, Corviant
186 Dundee Drive, Suite 700 Officer Corporation (Investment Adviser,
Williamstown, NJ 08094 Broker-Dealer and Service Provider to
Investment Advisers and Separate Account
Providers) from 2001 to 2002; Partner,
Pepper Hamilton LLP (law firm) from 1997
to 2001.
Vincenzo A. Scarduzio, 34 Secretary Since 2005 Senior Regulatory Administrator, PFPC Inc.
760 Moore Road (2001 to Present).
King of Prussia, PA 19406
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES IN FUND FOR EACH DIRECTOR AND NOMINEE
FOR ELECTION AS DIRECTOR:
DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED
SECURITIES HELD IN THE INVESTMENT COMPANIES OVERSEEN BY DIRECTOR IN FAMILY OF
NAME OF DIRECTOR FUND* INVESTMENT COMPANIES**
---------------- ---------------------- -------------------------------------------------------------
Independent Directors
& Nominees
---------------------
Margaret Duffy A A
Peter J. Hooper C C
Denis P. Kelleher E E
George G. Moore E E
James M. Walton C C
Interested Directors
--------------------
Brendan Donohoe A A
------------
* KEY TO DOLLAR RANGES
A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. Over $100,000
** AS OF APRIL 10, 2006 THE FUND'S FAMILY OF INVESTMENT COMPANIES CONSISTED
ONLY OF THE FUND.
------------
*** Each Officer of the Fund will hold office until a successor has been elected
by the Board of Directors.
4
As of April 10, 2006, none of the independent directors or their immediate
family members owns beneficially or of record securities in the Fund's
investment advisor or entity directly or indirectly controlling, controlled by,
or under common control with the Fund's Investment Advisor.
COMPENSATION
The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers. The Fund currently pays each
of its Directors who is not a managing director, officer, or employee of the
Fund's Investment Adviser or any affiliate thereof an annual fee of $14,500 plus
$1,500 for each meeting of the Board of Directors or a Committee of the Board
attended in person or via telephone and any stockholder meeting attended in
person not held on the same day as a meeting of the Board. The Fund pays the
Chairman of the Board of Directors an additional $35,000 annually and pays the
Chairman of the Audit Committee an additional $1,500 per meeting attended of the
Audit Committee. In addition, each Director is also reimbursed for travel and
certain out-of-pocket expenses. Officers of the Fund who are employed by PFPC
Inc. ("PFPC"), the Fund's administrator, receive reimbursement from the Fund for
travel to and from Board meetings. No Director received compensation from the
Fund in excess of $60,000 for the fiscal year ended October 31, 2005.
COMPENSATION SCHEDULE FOR THE
FISCAL YEAR ENDED OCTOBER 31, 2005
PENSION OR ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFITS ACCRUED BENEFITS TOTAL COMPENSATION
COMPENSATION FROM AS PART OF FUND UPON FROM THE FUND
NAME OF PERSON AND POSITION* THE FUND EXPENSES RETIREMENT PAID TO DIRECTORS
---------------------------- ----------------- ---------------- ---------- ------------------
Peter J. Hooper............. $52,000 0 N/A $52,000
Chairman of the Board
James J. Boyle*............... $19,500 0 N/A $19,500
Director
Margaret Duffy **............... N/A N/A N/A N/A
Director
Brendan Donohoe............... N/A N/A N/A N/A
Director
Denis P. Kelleher........... $17,500 0 N/A $17,500
Director
George G. Moore............. $20,500 0 N/A $20,500
Director
James M. Walton............. $22,500 0 N/A $22,500
Director
---------
* James Boyle resigned from the Board on April 30, 2006.
** Margaret Duffy was not appointed to the Board until May 1, 2006.
There were four regular meetings of the Board of Directors held during the
fiscal year ended October 31, 2005. Each Director attended at least 75% of the
aggregate number of meetings of the Board and of meetings of Board Committees on
which that Director served. Aggregate fees and expenses paid to the Board of
Directors for the fiscal year ended October 31, 2005 were $132,000.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE/AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's financial reporting process. The Audit Committee
operates pursuant to a Charter that was most recently approved by the Board on
December 6, 2005. A copy of the Audit Committee Charter was incorporated in the
proxy statement for the shareholder Meeting held on June 8, 2004. As set forth
in the Charter, management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, and for the
5
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent registered public accounting
firm is responsible for auditing the Fund's financial statements and expressing
an opinion as to their conformity with generally accepted accounting principles.
The Audit Committee consists of Messrs. Hooper, Moore and Walton, all of
whom are "independent" Directors of the Fund as defined in the listing standards
of the New York Stock Exchange. The Audit Committee is responsible for the
engagement of the independent registered public accounting firm and reviews with
the independent registered public accounting firm the plan and results of the
audit engagement and matters having a material effect on the Fund's financial
operations. The Audit Committee met three times during the fiscal year ended
October 31, 2005.
In performing its oversight function, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent
registered public accounting firm. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as modified or supplemented. The Audit Committee has also received
the written disclosures from the independent registered public accounting firm
required by Independence Standards Board Standard No. 1, Independent Discussions
with Audit Committees, as currently in effect. Finally, the Committee has
considered whether the provision by the previous independent registered public
accounting firm to the Fund of information technology services relating to
financial information design and implementation, internal audit and other
nonaudit services to the Fund, or of professional services to the Fund's
investment adviser and those affiliates thereof that provide services to the
Fund, is compatible with maintaining the auditors' independence and has
discussed with the auditors the auditors' independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of
the Audit Committee rely without independent verification on the information
provided to them and on the representations made by management and the
independent registered public accounting firm. Accordingly, the Audit
Committee's oversight does not provide an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles or appropriate internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not assure that the audit of the Fund's financial statements has been
carried out in accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with generally accepted
accounting principles or that the Fund's auditors are in fact "independent".
Based upon the reports and discussion described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Charter, the Audit Committee recommended
to the Board that the audited financial statements be included in the Fund's
Annual Report for the year ended October 31, 2005.
Submitted by the Audit Committee of the Fund's Board of Directors
Peter J. Hooper
George G. Moore
James M. Walton
NOMINATING COMMITTEE
The Board of Directors has a Nominating Committee consisting of Messrs.
Hooper, Kelleher, Moore and Walton, which is responsible for recommending
qualified candidates for election to the Board of Directors of the Fund in the
event a position is vacated or created. Each member of the Nominating Committee
is independent, as that term is defined by the New York Stock Exchange listing
standards. The Nominating Committee would consider recommendations by
shareholders if a vacancy were to exist. Such recommendations should be
forwarded to the Secretary of the Fund. The Nominating Committee of the Fund met
once during the Fund's fiscal year ended October 31, 2005. The Nominating
Committee also met in April of 2006 to consider the nomination of Margaret
Duffy. The Nominating Committee does not have a Charter, but will take into
consideration such factors as it deems appropriate when nominating candidates
for election to the Board of Directors. These factors may include judgment,
skill, diversity, experience with investment companies and other organizations
of comparable purpose, complexity, size and subject to similar legal
restrictions and oversight, the interplay of the candidate's experience with the
experience of other Board members, and the extent to which the candidate would
be a desirable addition to the Board and any committees thereof. The Nominating
Committee will treat all equally qualified candidates in the same manner. The
Nominating Committee may modify its policies and procedures for director
nominees and recommendations in response to changes in the Fund's circumstances,
and as applicable legal or listing standards change.
OTHER COMMITTEES
The Board of Directors of the Fund has a Compensation Committee, which is
responsible for ensuring that the Directors' compensation is competitive as
compared to its peers, so that the Fund may continue to retain and attract high
6
caliber directors. The members of the Compensation Committee are Messrs.
Kelleher, Moore and Walton. The Compensation Committee met once during the
Fund's fiscal year ended October 31, 2005.
The Board of Directors has a Valuation Committee consisting of Messrs.
Donohoe, Hooper and Kelleher, which is responsible for monitoring the valuation
of unlisted securities by the Fund's Investment Adviser and for making such
determination as necessary should changes in an approved valuation be
recommended during the period between Board meetings. The Valuation Committee of
the Fund did not meet during the Fund's fiscal year ended October 31, 2005.
Shareholders who wish to send communications to the Board should send them
to the address of the Fund and the attention of the Board. All such
communications will be directed to the Board's attention.
The Fund does not have a formal policy regarding attendance of Directors
at the Annual Meeting of Stockholders; however, all of the Directors of the Fund
attended the June 7, 2005 Annual Meeting of Stockholders.
REQUIRED VOTE
In the election of a Director of the Fund, the candidate in order to be
elected requires a plurality of the votes cast by the holders of shares of the
Fund represented at the Meeting, if a quorum is present.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 1.
ADDITIONAL INFORMATION
INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's advisory structure provides a multinational arrangement for
furnishing management skills and investment advice to pursue the Fund's
investment objective of investing primarily in equity securities of Irish
corporations. Bank of Ireland Asset Management (U.S.), Limited ("BIAM"), an
Irish company registered as an investment adviser under the U.S. Investment
Advisers Act of 1940, acts as the Fund's Investment Adviser. BIAM's principal
office in the United States is located at 75 Holly Hill Lane, Greenwich,
Connecticut 06830.
PFPC Inc., the Fund's Administrator, located at 99 High Street, 27th
Floor, Boston, Massachusetts 02110, provides administration services to the
Fund.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on December 6, 2005, the Audit Committee, which consists
entirely of Directors who are not "interested persons" of the Company (as
defined in the 1940 Act) appointed Grant Thornton LLP ("Grant Thornton"), 60
Broad Street, New York, NY 10004 as independent registered public accounting
firm for the Company for the fiscal year ending October 31, 2006. The selection
of Grant Thornton was ratified by the entire Board. Grant Thornton was also the
independent registered public accounting firm for the company for the fiscal
year ended October 31, 2005. Grant Thornton has advised the Company that, to the
best of its knowledge and belief, as of the record date, no Grant Thornton
professional had any direct or material indirect ownership interest in the
Company inconsistent with independent professional standards pertaining to
accountants. It is expected that representatives of Grant Thornton will not be
present at the Meeting, but will be available by telephone to answer any
questions that may arise. In reliance on Rule 32a-4 under the 1940 Act, the
Company is not seeking shareholder ratification of the selection of Grant
Thornton as independent registered public accounting firm.
Set forth in the table below are audit fees billed to the Fund by Grant
Thornton for professional services rendered to the Fund for the fiscal years
ended October 31, 2004 and October 31, 2005. There were no other fees billed to
the Fund.
Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees* All Other Fees
----------------- ---------- ------------------ --------- --------------
10/31/2004 $34,500 - $2,500 -
10/31/2005 $35,560 - $2,575 -
*Fees billed to the Fund in connection with tax consulting services, including
the review of the Fund's income tax returns.
7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act, and the rules thereunder, require that the Fund's
Directors and officers, certain persons affiliated with the Investment Adviser,
and persons who own more than 10% of a registered class of the Fund's
securities, file reports of ownership and changes of ownership with the SEC and,
in some cases, the New York Stock Exchange. Directors, officers, and greater
than 10% shareholders are required by SEC regulations to furnish the Fund with
copies of all Section 16(a) forms they file.
Based solely upon the Fund's review of the copies of such forms it
received and written representations from certain of such persons, the Fund
believes that during the Fund's fiscal year ended October 31, 2005 these persons
complied with all such applicable filing requirements, except that a Form 3
report required to be filed by Brendan Donohoe, a Director of the Fund, was
filed late.
BROKER NON-VOTES AND ABSTENTIONS
A proxy on shares held by brokers or nominees which (a) is properly
executed and returned accompanied by instructions to withhold authority to vote,
or (b) as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter, represents a broker
"non-vote". Proxies that reflect abstentions or broker non-votes (collectively,
"abstentions") will be counted as shares that are present and entitled to vote
on the matter for purposes of determining the presence of a quorum. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining the "votes cast" on a proposal.
The election of Directors (Proposal 1) requires that each successful
candidate receives a plurality of the votes cast at the Meeting; therefore,
abstentions will be disregarded.
Stockholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Annual Report for the year ending October 31, 2006.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDER PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders to be held in 2007 must be received by the Fund on or
before December 20, 2006 in order to be included in the Fund's proxy statement
and proxy relating to that meeting and must satisfy the requirements of federal
securities laws.
Vincenzo A. Scarduzio
Secretary
Dated: May 3, 2006
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE
REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
--------------------------------------------------------------------------------
8
THE NEW IRELAND FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS ---- JUNE 6, 2006
The undersigned hereby appoints Peter J. Hooper, Lelia Long and Hugh
Carter, and each of them, attorneys in fact and proxies of the undersigned, with
full powers of substitution and revocation, to represent the undersigned and to
vote on behalf of the undersigned as designated on the reverse side of this
proxy card, all stock of The New Ireland Fund, Inc. held of record by the
undersigned on April 10, 2006 at the Annual Meeting of Stockholders (the
"Meeting") to be held on June 6, 2006, and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated herein. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
(CONTINUED ON THE REVERSE SIDE)
9
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF ALL THE
PROPOSALS.
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 1. (INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line below)
(1) Election of Directors: Peter J. Hooper (Class I Director)
and George G. Moore (Class I Director); Margaret Duffy
(Class III Director)
-------------------------------------------------------------
For all nominees [ ] WITHHOLD from all [ ]
listed above (except nominees listed above (2) To vote and otherwise represent the undersigned on any
as noted below) other matter that may properly come before the meeting or
any adjournment or postponement thereof in the discretion
of the Proxy holder.
PLEASE SIGN AND DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
------------------------------------------------------------------
(Title or Authority)
------------------------------------------------------------------
(Signature)
-------------------------------------------------------------------
(Signature)
Dated: ____________________________, 2006
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)