SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of1934
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 Irish Investment Fund, Inc. . . . . . . . . . . . . . . .
. . . . . . . . .
(Name of Registrant as Specified In Its Charter)
Brigid O. Bieber, Secretary
(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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THE IRISH INVESTMENT FUND, INC.
c/o First Data Investor Services Group, Inc.
One Exchange Place -- BOS 865
53 State Street
Boston, Massachusetts 02109
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
_________________________
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Irish Investment Fund, Inc. (the "Fund") will be held on March
10, 1998, at 9:30 a.m., at Salomon Brothers Asset Management Inc, Seven World
Trade Center, New York, New York 10048, for the following purposes:
1. To elect two (2) Directors of the Fund (Proposal 1).
2. To ratify the selection by the Board of Directors of Price Waterhouse
LLP as independent accountants for the year ending October 31, 1998 (Proposal
2).
3. To approve a new U.S. Co-Advisory Agreement between the Fund and Salomon
Brothers Asset Management Inc ("SBAM") (Proposal 3).
4. 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 January 5, 1998 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
BRIGID O. BIEBER
Secretary
Dated: January 26, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY 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 PROMPTLY. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
- -
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: Either party may sign, but the name of the party signing
should conform exactly to the
name 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 .........................Jane B. Doe
u/t/d 12/28/78
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 IRISH INVESTMENT FUND, INC.
c/o First Data Investor Services Group, Inc.
One Exchange Place -- BOS 865
53 State Street
Boston, Massachusetts 02109
___________________________________
PROXY STATEMENT
___________________________________
This Proxy Statement is furnished by the Board of Directors of The Irish
Investment 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 March 10, 1998 at 9:30 a.m., at Salomon Brothers Asset Management Inc, Seven
World Trade Center, New York, New York 10048. 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 form of proxy is executed properly and returned, 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 and for the other proposals. 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. The Fund's most
recent annual report is available upon request without charge by writing to the
Fund at the address listed above or by calling 1-800-468-6475.
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 shareholder 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 January 5, 1998 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 5,009,000 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 January 26, 1998.
The expense of solicitation will be borne by the Fund and Salomon Brothers
Asset Management Inc (referred to herein as "SBAM" and the "U.S. Co-Advisor")
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 Bank of
Ireland Asset Management (U.S.) Limited ("Principal Investment Adviser") and
SBAM. If necessary, the solicitation of proxies may include communications by
employees of a proxy solicitation firm to be engaged by the Fund.
The date of this Proxy Statement is January 26, 1998.
ELECTION OF DIRECTORS
(Proposal No. 1)
At the Meeting, two Directors will be elected. Pursuant to the Fund's
By-laws, the terms of office of the Directors are staggered. The Board of
Directors is divided into three classes, designated: Class I, Class II, and
Class III. Class I consists of Peter J. Hooper and William P. Clark, Class II
consists of James M. Walton and Denis P. Kelleher, and Class III consists of
Gerald F. Colleary. Messrs. Kelleher and Walton, the Directors in Class II, are
being considered for election at this Meeting. If elected, Messrs. Kelleher and
Walton will each hold office for a term of three years and until his successor
is elected and qualified. It is the intention of the persons named in the
accompanying form of proxy to vote, on behalf of the stockholders, for the
election of Denis P. Kelleher and James M. Walton.
As nominees for election to the Board, Messrs. Kelleher and Walton have
consented to be named in this Proxy Statement and to serve as Directors if
elected. The Board of Directors has no reason to believe that Messrs. Kelleher
and Walton will become unavailable for election as Directors, but if that should
occur before the Meeting, proxies will be voted for such other persons 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.
<TABLE>
Common Stock of the
First Fund Beneficially
Became a Owned as of January
Name, Age, Position with Fund, Director/ Term Principal Occupations and Other 5, 1998**
and Address Officer Expiring Affiliations Percent
<S> <C> <C> <C> <C> <C>
Peter J. Hooper, 57 1990 2000 Consultant; formerly President and 0 ****
Chairman of the Board General Manager, Bank of Ireland,
Westchester Financial Center New York; Director of the Ireland
Suite 1053 United States Council for Industry
50 Main Street and Commerce
White Plains, NY 10606
William P. Clark, 66 1990 2000 Chief Executive Officer of Clark 1,000 ****
Director Company; Sr. Counsel to the law
1031 Pine Street firm Clark, Cali and Negranti;
Paso Robles, CA 93446 Director, Lawter International,
Inc., SBC Communications, Inc.;
formerly, Secretary of the
Depart-ment of the Interior,
Adviser to the President for
National Security Affairs, Deputy
Secretary of the Department of
State, and Justice of the
California Supreme Court
*Gerald F. Colleary, 48 1990 1999 Director and Senior Vice 0 ****
Director President, Bank of Ireland Asset
20 Horseneck Lane Management (U.S.) Limited
Greenwich, CT 06830
*James M. Walton, 67 1990 1998 Formerly, Director and Vice 1,000 ****
Director Chairman, MMC Group, Inc.
525 William Penn Place (management company)
Room 3902
Pittsburgh, PA 15219
</TABLE>
<TABLE>
Common Stock of the
First Fund Beneficially
Became a Owned as of January
Name, Age, Position with Fund, Director/ Term Principal Occupations and Other 5, 1998**
and Address Officer Expiring Affiliations Percent
<S> <C> <C> <C> <C> <C>
Denis P. Kelleher, 58 Director 1991 1998 Chief Executive Officer, Wall 15,000 ****
17 Battery Place Street Access; Director, Staten
New York, NY 10004 Island Savings Bank
Richard H. Rose, 42 1995 *** Vice President, First Data 0 ****
President and Treasurer Investor Services Group, Inc.;
One Exchange Place previously, Senior Vice President
53 State Street of The Boston Company Advisors, Inc.
Boston, MA 02109
William A. Harkins, 30 1997 *** Assistant Treasurer, First Data 0 ****
Assistant Treasurer Investor Services Group, Inc.;
One Exchange Place previously, Client Treasury
53 State Street Manager, First Data Investor
Boston, MA 02109 Services Group, Inc. and Assistant
Manager of Fund Compliance at
Scudder, Stevens and Clark, Inc.
Brigid O. Bieber, 37 1994 *** Counsel, First Data Investor 0 ****
Secretary Services Group, Inc.; previously,
One Exchange Place Vice President and Associate
53 State Street General Counsel, The Boston Company
Boston, MA 02109 Advisors, Inc.
Elizabeth A. Russell, 35 1997 *** Counsel, First Data Investor 0 ****
Assistant Secretary Services Group, Inc.; previously,
One Exchange Place Assistant Vice President and
53 State Street Counsel, The Boston Company
Boston, MA 02109 Advisors, Inc.
All Directors and Officers as a group................................. 17,000 ****
</TABLE>
_________
* "Interested" Director within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"). Mr. Colleary is an "interested" Director
because of his affiliation with Bank of Ireland Asset Management (U.S.) Limited,
which acts as the Fund's principal investment adviser. Mr. Walton is an
"interested" Director within the meaning of the 1940 Act because he directly or
indirectly owns, shares of Travelers Group Inc., the parent company of Salomon
Smith Barney Holdings Inc.
** This information has been furnished by each Director and Officer.
*** Each Officer of the Fund will hold such office until a successor has
been elected by the Board of Directors.
**** Less than 1%.
There were four regular meetings of the Board of Directors held during the
fiscal year ended October 31,1997. 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, 1997 were $57,288.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit Committee are Messrs.
Clark, Hooper, Kelleher, and Walton. Messrs. Clark, Hooper, and Kelleher are
"non-interested" Directors. The Audit Committee met once during the fiscal year
ended October 31, 1997. At the present time, the Board of Directors has no
compensation or nominating committees, or other committees performing similar
functions.
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 Principal Investment Adviser or U.S. Co-Adviser or any affiliate thereof
an annual fee of $7,000 plus $700 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 of the Fund an additional
$3,500 annually. Each Director is reimbursed for travel and certain
out-of-pocket expenses. Officers of the Fund who are employed by First Data
Investor Services Group, Inc. ("Investor Services Group"), the Fund's
administrator, receive no compensation or expense reimbursement from the Fund.
No Officer received compensation from the Fund in excess of $60,000 for the
fiscal year ended October 31, 1997.
<TABLE>
COMPENSATION TABLE
for the
Fiscal Year Ended October 31, 1997
Pension or
Retirement Estimated
Benefits Accrued Annual Total Compensation
Aggregate as Part of Fund Benefits From the Fund Paid
Name of Person and Position Compensation From Expenses upon to Directors
the Fund Retirement
<S> <C> <C> <C> <C>
Peter J. $14,000 0 N/A $14,000
Hooper..................
Chairman of the Board
William P. $10,500 0 N/A $10,500
Clark...............
Director
Gerald F. $ 0 0 N/A $ 0
Colleary.............
Director
James M. $10,500 0 N/A $10,500
Walton...............
Director
Denis P. $10,500 0 N/A $10,500
Kelleher...............
Director
</TABLE>
Required Vote
In the election of the Directors of the Fund, each candidate in order to be
elected requires the affirmative vote of a majority 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 OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO.1.
SELECTION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 2)
A majority of the Directors who are not "interested" Directors of the Fund
(as defined in the Investment Company Act of 1940, as amended (the "1940 Act"))
has recommended that shareholders approve Price Waterhouse LLP as independent
accountants for the Fund for the year ending October 31, 1998. The approval of
the independent accountants is to be voted on at the Meeting and it is intended
that the persons named in the accompanying Proxy Statement will vote for Price
Waterhouse LLP. It is expected that a representative of Price Waterhouse LLP
will not be present at the Meeting, but will be available by telephone to answer
any questions that may arise.
The Board's policy regarding engaging independent accountants' services is
that management may engage the Fund's principal independent accountants to
provide any services normally provided by independent accounting firms, provided
that such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission (the "SEC"). In accordance with this policy, the Audit
Committee reviews and approves all services provided by the independent
accountants prior to their being rendered. The Board of Directors also receives
a report from its Audit Committee relating to all services after they have been
performed by the Fund's independent accountants.
Required Vote
Ratification of the selection of Price Waterhouse LLP as independent
accountants requires the affirmative vote of a majority of the votes cast
by holders of shares of the Fund represented at the Meeting, if a quorum is
present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS OF THE
FUND, RECOMMEND THAT YOU VOTE "FOR"
PROPOSAL NO. 2.
APPROVAL OF A NEW U.S. CO-ADVISORY AGREEMENT BETWEEN SBAM AND THE FUND
(Proposal No. 3)
Background
On September 24, 1997, Travelers Group Inc. ("Travelers") and Salomon Inc
("Salomon") entered into a Merger Agreement pursuant to which a wholly-owned
subsidiary of Travelers agreed to merge into Salomon, with Salomon continuing as
the surviving entity and changing its name to Salomon Smith Barney Holdings Inc.
("Salomon Smith Barney"). Thereafter, under the Merger Agreement Smith Barney
Holdings Inc., a subsidiary of Travelers, merged with and into Salomon Smith
Barney, with Salomon Smith Barney as the surviving entity (the two mergers
collectively, the "Transaction"). The Transaction was completed on November 28,
1997.
As a result of the Transaction, Salomon, the ultimate parent corporation of
SBAM, has been reconstituted as Salomon Smith Barney and has become a
wholly-owned subsidiary of Travelers. SBAM currently, and at the time of the
Transaction, serves as the U.S. Co-Advisor to the Fund. The Transaction could be
deemed to have resulted in an "assignment," as defined by the 1940 Act, of the
U.S. Co-Advisory agreement between the Fund and SBAM in effect prior to the
closing of the Transaction (the "Former U.S. Co-Advisory Agreement").
As required by the 1940 Act, the Former U.S. Co-Advisory Agreement provided
for an automatic termination in the event of its "assignment," as defined by the
Act. The 1940 Act defines assignment to include any direct or indirect transfer
or hypothecation of a contract. Therefore, the Transaction could be deemed to
have given rise to an assignment within the meaning of the 1940 Act, and
resulted in the automatic termination of the Former U.S. Co-Advisory Agreement.
On November 19 and November 21, 1997, the Directors of the Fund, including
the Directors who are not parties to the Former U.S. Co-Advisory Agreement or
"interested persons" (as defined by the 1940 Act) of any such party (the
"Independent Directors"), approved, subject to the required shareholder approval
described herein, a new U.S. Co-Advisory Agreement between the Fund and SBAM
(the "New U.S. Co-Advisory Agreement") to take effect upon the closing of the
Transaction and recommended approval of the New U.S. Co-Advisory Agreement by
the stockholders of the Fund.
Information Concerning SBAM and Travelers
SBAM is a corporation organized under the laws of Delaware on December 24,
1987 and is registered as an investment adviser pursuant to the Investment
Advisers Act of 1940, as amended (the "Advisers Act"). SBAM has served as the
U.S. Co-Adviser pursuant to the Fund's Former U.S. Co-Advisory Agreements since
the Fund's commencement of operations. The principal business address of SBAM is
7 World Trade Center, New York, New York 10048.
The names, titles and principal occupations of the current directors and
executive officers of SBAM are set forth in the following table.
<TABLE>
Title and
Name Principal Occupation
<S> <C>
Thomas W. Brock.......................... Chairman, Chief Executive Officer and Managing Director
of SBAM and Managing Director and Member of
the Management Board of Salomon Brothers Inc
Michael S. Hyland...........................President, Managing Director and Member of the
Board of SBAM and Managing Director of Salomon
Brothers Inc
Rodney B. Berens.......................... Managing Director and Member of the Board of
SBAM and Managing Director and Member of the
Management Board of Salomon Brothers Inc
Vilas V. Gadkari............................Managing Director and Member of the Board of
SBAM and Managing Director of Salomon Brothers Inc
Zachary Snow............................... Secretary of SBAM and Managing Director and
Counsel of Salomon Brothers Inc
</TABLE>
The business address of each person listed above, other than Mr. Gadarki,
is 7 World Trade Center, New York, New York 10048 and the business address
of Mr.Gadarki is Victoria Plaza, 111 Buckingham Palace Road,
London, England SW1W OSB.
Travelers is a publicly traded financial services holding company whose
principal business address is 388 Greenwich Street, New York, New York 10013.
Travelers is a diversified, integrated financial services company engaged in
investment and asset management services, consumer finance services, and life
and property-casualty insurance services. Travelers' investment services include
investment banking, asset management, retail brokerage and other financial
services provided through its subsidiaries.
Description of the Former U.S. Co-Advisory Agreement and the New U.S.
Co-Advisory Agreement
The Former U.S. Co-Advisory Agreement between the Fund and SBAM was
executed on March 30, 1990 and was last approved by the Directors, including a
majority of the Independent Directors, at a meeting of the Board of Directors on
March 20, 1997. The Former U.S. Co-Advisory Agreement was last approved by
stockholders on June 27, 1991. If the New U.S. Co-Advisory Agreement is approved
by the stockholders of the Fund, as described herein, SBAM will continue to
serve as the U.S. Co-Adviser to the Fund and will provide the same services to
the Fund as provided to the Fund under the Former U.S. Co-Advisory Agreement.
Except for the investment advisory fee, duration, and the effective and
termination dates (as discussed herein), the terms of the New U.S. Co-Advisory
Agreement are identical in all material respects to the terms of the Former U.S.
Co-Advisory Agreement. A form of the New U.S. Co-Advisory Agreement is attached
to this Proxy Statement as Exhibit A, and the description of the New U.S.
Co-Advisory Agreement set forth in this Proxy Statement is qualified in its
entirety by reference to Exhibit A.
Services Provided
The New U.S. Co-Advisory Agreement, just as the Former U.S. Co-Advisory
Agreement, contains the following provisions. The U.S. Co-Adviser shall provide
the Fund's Principal Investment Adviser and the Fund such investment advice,
research and assistance as BIAM and the Fund shall from time-to-time reasonably
request; furnish to BIAM and the Fund international economic information and
analysis with particular emphasis on macroeconomic issues within the
international economic community and in particular within the European
Community; consult with BIAM and the Fund with respect to emerging trends and
developments in the European Community with particular emphasis on opportunities
for Irish entities both domestically and internationally; monitor the shares of
the Fund with the shares of other closed-end investment companies selected for
such comparison jointly by the Fund, the U.S. Co-Adviser and BIAM, with respect
to market price, net asset value, distributions and other market indices and
performance indicators selected jointly by the Fund, the U.S. Co-Adviser and
BIAM and monitor the effect of issuer tender offers and share repurchase
programs; evaluate the trading pattern in the Fund's shares, the potential
causes of any discount from, or premium over, net asset value per share and
actions which might be taken with respect to any such variations from net asset
value; furnish investment advice regarding global and U.S. (including
governmental and private issuers) debt securities, particularly with respect to
the period of initial investment of the Fund's assets in Irish securities, the
investment of the Fund's assets during defensive periods and the investment of
the Fund's assets held pending distributions to the Fund's shareholders or
payment of the Fund's expenses or pending reinvestment of the Fund's assets in
securities; provide investors with information with respect to the Irish economy
and securities market, the asset value of the Fund's portfolio and the general
composition of such portfolio and other asset management issues, including by
making available to investors, at the U.S. Co-Adviser's expense, a toll free
telephone number which may be used to access such information; supervise and
coordinate the work of the Fund's Administrator with respect to regulatory
filings and the overall administration of the Fund in the United States;
furnish, without undue expense to the U.S. Co-Adviser, for the use of the Fund
such office space and facilities as the Fund may require for its reasonable
needs in New York and to furnish, at the expense of the U.S. Co-Adviser,
clerical services in New York related to research, statistical and investment
work for the benefit of the Fund; and to pay the salaries, fees and expenses of
such of the Fund's officers, directors or employees (including, where
applicable, the Fund's share of payroll taxes) as are directors, officers or
employees of the U.S. Co-Adviser or any of its affiliates; provided, however,
that the Fund, and not the U.S. Co-Adviser, shall pay travel expenses or an
appropriate fraction thereof of directors and officers of the Fund who are
directors, officers or employees of the U.S. Co-Adviser or any of its affiliates
to the extent that such expenses relate to attendance at meetings of the Fund's
Board of Directors or any committee thereof.
The U.S. Co-Adviser also agrees to maintain a staff within its organization
to furnish the above services to the Fund and to BIAM. The U.S.Co-Adviser shall
bear all expenses arising out of its duties hereunder.
Investment Advisory Fee
As compensation to the U.S. Co-Adviser the Fund will pay, pursuant to
the New U.S. Co-Advisory Agreement, a monthly fee at the annual rate of
0.20% of the Fund's average weekly net assets. The advisory fee under the
Former U.S. Co-Advisory Agreement was 0.25%. During the fiscal year ended
October 31, 1997, the Fund's investment advisory fees paid to SBAM amounted
to $225,282. Neither SBAM nor any affiliated person of SBAM nor any
affiliated person of such person received any other fees from the Fund for
services provided to the Fund or any other material payments from the Fund
during the Fiscal year ended October 31, 1997.
Duration and Termination of the New U.S. Co-Advisory Agreement
The Fund's New U.S. Co-Advisory Agreement will have an initial term of
one (1) year and thereafter will continue in effect for successive one (1)
year periods, provided such continuance is specifically approved at least
annually by: (i) a majority of the Board of Directors of the Fund who are
not parties to the New U.S. Co-Advisory Agreement, and who are not
"interested persons" (as defined by the 1940 Act) of any such party; and
(ii) a majority of the Board of Directors of the Fund or the holders of a
"majority of the outstanding voting securities" (as defined by the 1940
Act) of the Fund. The New U.S. Co-Advisory Agreement may be terminated,
without penalty, on 60 days' written notice, by the Board of Directors of
the Fund, by a vote of the holders of a "majority of the outstanding voting
securities" (as defined by the 1940 Act) of the Fund, except that the New
U.S. Co-Advisory Agreement will terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).
Key Considerations Concerning the New U.S. Co-Advisory Agreement
At meetings held on November 19 and November 21, 1997, the Board of
Directors considered whether the New U.S. Co-Advisory Agreement with SBAM
was in the best interests of the Fund and its stockholders. In connection
with their review of the New U.S. Co-Advisory Agreement, the Directors
requested and reviewed, with the assistance of Fund counsel, materials
furnished by SBAM and Travelers. These materials included financial
statements, as well as other written information, regarding SBAM and
Travelers and their personnel, operations and financial condition. After a
presentation of information on this matter and detailed discussion, the
Directors, including a majority of the Independent Directors, approved the
New U.S. Co-Advisory Agreement with SBAM and voted to recommend its
approval by the stockholders of the Fund. In making these determinations,
the Directors considered, among other things, the following factors:
1. The key professionals who have been responsible for servicing the
Fund to date are expected to continue to be responsible for servicing the
Fund.
2. The New U.S. Co-Advisory Agreement with SBAM is materially
identical to the Former U.S. Co-Advisory Agreement with respect to the
nature and scope of the operations and services to be provided. Therefore,
there will be no change in the duties and other terms of engagement of the
Fund's U.S. Co-Adviser. However, the New U.S. Co-Advisory agreement
provides for a 0.05% reduction of fees from 0.25% of the Fund's average
weekly net assets to 0.20% of the Fund's average weekly net assets. The New
U.S. Co-Advisory Agreement was effective as of the closing date of the
Transaction on November 28, 1997.
The Directors also considered the terms of the Transaction, compared
the ownership and control of SBAM and considered the extent to which
personnel and resources would be enhanced by the personnel and resources of
Travelers. The Directors also considered, as they have in the past, the
nature and quality of services expected to be provided by SBAM and
information regarding fees, expense ratios and performance. In evaluating
SBAM's ability to provide advisory services to the Fund, the Directors
considered information as to SBAM's business organization, financial
resources and personnel.
Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act provides that, when a change of control
of an investment adviser to an investment company occurs, the investment
adviser or any of its affiliated persons may receive any amount or benefit
in connection therewith as long as two conditions are satisfied. First, no
"unfair burden" may be imposed on the investment company as a result of the
transaction relating to the change of control, or any express or implied
terms, conditions or understandings applicable thereto. As defined in the
1940 Act, the term "unfair burden" includes any arrangement during the two
(2) year period after the change in control whereby the investment adviser
(or predecessor or successor adviser), or any interested person of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its security holders (other than
fees for bona fide investment advisory or other services), or from any
person in connection with the purchase or sale of securities or other
property to, from, or on behalf of the investment company (other than fees
for bona fide brokerage and principal underwriting services). The Board of
Directors is aware of no circumstances arising from the Transaction that
might result in an unfair burden being imposed on the Fund.
The second condition is that, during the three (3) year period
immediately following the Transaction, at least 75% of an investment
company's board of directors must not be "interested persons" of the
investment adviser of the investment company or the predecessor investment
adviser within the meaning of the 1940 Act. At present, 75% of the
Directors are not "interested persons" of the U.S. Co-Adviser or any of its
affiliates.
Recommendation and Required Vote
Based upon its review, the Board of Directors of the Fund concluded
that the New U.S. Co-Advisory Agreement is reasonable, fair and in the best
interests of the Fund and its stockholders, and that the fees provided in
the New U.S. Co-Advisory Agreement are fair and reasonable in light of the
usual and customary charges made by others for services of the same nature
and quality. Accordingly, after consideration of the above factors, and
such other factors and information as it deemed relevant, the Directors,
including a majority of the Independent Directors (as defined by the 1940
Act), approved the New U.S. Co-Advisory Agreement and voted to recommend
its approval by the stockholders of the Fund.
At the Meeting, the stockholders of the Fund will vote on the proposed
New U.S. Co-Advisory Agreement.The affirmative vote of the holders of a
majority of the outstanding shares of the Fund is required to approve this
proposal. "Majority" for this purpose under the 1940 Act means the lesser
of (i) 67% or more of the shares of the Fund entitled to vote thereon
present or represented by proxy at the Meeting if more than 50% of such
outstanding shares are present or represented by proxy, or (ii) more than
50% of such outstanding shares. Where a shareholder abstains, the shares
represented will be counted as present and entitled to vote on the matter
for the purpose of determining a quorum, but the abstention will have the
effect of a negative vote on the proposal.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS OF THE
FUND, RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 3.
ADDITIONAL INFORMATION
Investment Advisers 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. BIAM, an Irish company registered as an investment adviser
under the U.S. Investment Advisers Act of 1940, acts as the Fund's
Principal Investment Adviser. BIAM's office in the United States is located
at 20 Horseneck Lane, Greenwich, Connecticut 06830. The Fund's U.S.
Co-Adviser is SBAM, a United States investment advisory firm. SBAM is
located at 7 World Trade Center, New York, New York 10048.
Investor Services Group, located at One Exchange Place, 53 State
Street, Boston, Massachusetts 02109, provides administration services to
the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 5, 1999, Cede & Co., a nominee partnership of Depository
Trust Company, located at 7 Hanover Square, New York, New York 10004, held
of record 4,814,457 or 96.10% of the Fund's shares.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Fund's Directors and Officers, certain persons affiliated with the
Principal Investment Adviser and the U.S. Co-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 the New York Stock
Exchange. Directors, Officers, and greater than 10% shareholders are
required by SEC regulation to furnish the Fund with copies of all Section
16(a) forms they file.
Based solely upon the SEC's review of the copies of such forms it
receives and written representations from certain of such persons, the Fund
believes that during 1997 all such filing requirements applicable to such
persons were complied with, except that the Form 4 report required to be
filed by William P. Clark, Director of the Fund, was filed late.
BROKER NON-VOTES AND ABSTENTIONS
A proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote"
(i.e., shares held by brokers or nominees 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). 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 an issue. The election of Directors (Proposal 1) requires
that each successful candidate receives the affirmative vote of a majority
of votes cast at the Meeting; therefore, abstentions will be disregarded.
The ratification of independent accountants (Proposal 2) requires the
affirmative vote of a majority of the votes cast at the Meeting; therefore,
abstentions will be disregarded in determining the vote cast on the
Proposal. The approval of the New U.S. Co-Advisory Agreement (Proposal 3)
requires the affirmative vote of a majority (as defined by the 1940 Act) of
the outstanding shares present or represented by proxy at the Meeting;
therefore, abstentions will have the same effect as votes cast against the
Proposal.
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 in 1999 must be received by the Fund on or
before February 16, 1998 in order to be included in the Fund's proxy
statement and form of proxy relating to that meeting.
Brigid O. Bieber
Secretary
Dated: January 26, 1998
Stockholders who do not expect to be present at the Meeting and who
wish to have their shares voted are requested to date and sign the
enclosed proxy and return it in the enclosed envelope. No postage is
required if mailed in the United States.
EXHIBIT A
FORM OF
U.S. CO-ADVISORY AGREEMENT
Agreement dated and effective as of November 28, 1997, between THE
IRISH INVESTMENT FUND, INC., a Maryland corporation (herein referred to as
the "Fund") and Salomon Brothers Asset Management Inc, a Delaware
corporation (herein referred to as the "U.S. Co-Adviser").
1. The U.S. Co-Adviser hereby undertakes and agrees, upon the
terms and conditions herein set forth, (i) to furnish to the Fund's
Principal Investment Adviser, Bank of Ireland Asset Management (U.S.)
Limited (herein referred to as "BIAM") and the Fund such investment
advice, research and assistance as BIAM and the Fund shall from
time-to-time reasonably request; (ii) to furnish to BIAM and the Fund
international economic information and analysis with particular
emphasis on macroeconomic issues within the international economic
community and in particular within the European Community; (iii) to
consult with BIAM and the Fund with respect to emerging trends and
developments in the European Community with particular emphasis on
opportunities for Irish entities both domestically and
internationally; (iv) to monitor the shares of the Fund with the
shares of other closed-end investment companies selected for such
comparison jointly by the Fund, the U.S. Co-Adviser and BIAM, with
respect to market price, net asset value, distributions and other
market indices and performance indicators selected jointly by the
Fund, the U.S. Co-Adviser and BIAM and to monitor the effect of issuer
tender offers and share repurchase programs; (v) to evaluate the
trading pattern in the Fund's shares, the potential causes of any
discount from, or premium over, net asset value per share and actions
which might be taken with respect to any such variations from net
asset value; (vi) to furnish investment advice regarding global and
U.S. (including governmental and private issuers) debt securities,
particularly with respect to the period of initial investment of the
Fund's assets in Irish securities, the investment of the Fund's assets
during defensive periods and the investment of the Fund's assets held
pending distributions to the Fund's shareholders or payment of the
Fund's expenses or pending reinvestment of the Fund's assets in
securities; (vii) to provide investors with information with respect
to the Irish economy and securities market, the asset value of the
Fund's portfolio and the general composition of such portfolio and
other asset management issues, including by making available to
investors, at the U.S. Co-Adviser's expense, a toll free telephone
number which may be used to access such information; (viii) to
supervise and coordinate the work of the Fund's Administrator with
respect to regulatory filings and the overall administration of the
Fund in the United States; (ix) to furnish, without undue expense to
the U.S. Co-Adviser, for the use of the Fund such office space and
facilities as the Fund may require for its reasonable needs in New
York and to furnish, at the expense of the U.S. Co-Adviser, clerical
services in New York related to research, statistical and investment
work for the benefit of the Fund; and (x) to pay the salaries, fees
and expenses of such of the Fund's officers, directors or employees
(including, where applicable, the Fund's share of payroll taxes) as
are directors, officers or employees of the U.S. Co-Adviser or any of
its affiliates; provided, however, that the Fund, and not the U.S.
Co-Adviser, shall pay travel expenses or an appropriate fraction
thereof of directors and officers of the Fund who are directors,
officers or employees of the U.S. Co-Adviser or any of its affiliates
to the extent that such expenses relate to attendance at meetings of
the Fund's Board of Directors or any committee thereof.
In connection herewith, the U.S. Co-Adviser agrees to maintain a
staff within its organization to furnish the above services to the
Fund and to BIAM. The U.S. Co-Adviser shall bear all expenses arising
out of its duties hereunder.
2. The Fund agrees to pay in U.S. Dollars to the U.S. Co-Adviser,
as full compensation for the services to be rendered and expenses to
be borne by the U.S. Co-Adviser hereunder, a fee, payable monthly, at
an annualized rate equal to 0.20% of the value of the average weekly
net assets of the Fund. For purposes of computing the monthly fee, the
weekly net assets of the Fund for a month shall be determined as of
the close of business in New York on the last New York Stock Exchange
business day of each week with respect to which such last business day
falls within that month, and the aggregate value of all such weekly
net assets shall be divided by the number of such weeks in such month.
The value of the net assets of the Fund shall be determined pursuant
to the applicable provisions of the Investment Company Act of 1940, as
amended (the "1940 Act") and the directions of the Fund's Board of
Directors. Such fee shall be computed beginning on the date on which
the Fund receives the net proceeds of the sale of its shares of common
stock in the initial public offering thereof (the "Effective Date")
until the termination, for whatever reason, of this Agreement. The fee
for the period from the end of the last month ending prior to
termination of this Agreement to the date of termination and the fee
for the period from the Effective Date through the end of the month
during which the Effective Date occurs shall be pro-rated according to
the proportion which such period bears to the full monthly period.
Except as provided below, each payment of a monthly fee to the U.S.
Co-Adviser shall be made within ten days of the first day of each
month following the day as of which such payment is computed. Upon the
termination of this Agreement before the end of any month, such fee
shall be payable on the date of termination of this Agreement.
3. The U.S. Co-Adviser represents and warrants that it is duly
registered and authorized as an investment adviser under the U.S.
Investment Advisers Act of 1940, as amended, and the U.S. Co-Adviser
agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the termination
of this Agreement.
4. The services provided hereunder by the U.S. Co-Adviser are not
to be deemed exclusive and the U.S.Co-Adviser and any of its
affiliates or related persons are free to render similar services to
others and to use the research developed in connection with this
Agreement for other clients or affiliates. Nothing herein shall
be construed as constituting the U.S. Co-Adviser an agent of BIAM or
of the Fund.
5. The U.S. Co-Adviser may rely on information reasonably
believed by it to be accurate and reliable. Neither the U.S.
Co-Adviser nor its officers, directors, employees, agents or any
controlling persons as defined in the 1940 Act shall be subject to any
liability for any act or omission, error of judgment or mistake of
law, or for any loss suffered by the Fund in the course of, connected
with or arising out of any services to be rendered hereunder except by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard on the
part of the U.S. Co-Adviser of its obligations and duties under this
Agreement. Any person, even though also employed by the U.S.
Co-Adviser, who may be or become an employee of the Fund shall be
deemed, when acting within the scope of his employment by the Fund, to
be acting in such employment solely for the Fund and not as an
employee or agent of the U.S. Co-Adviser.
6. This Agreement shall remain in effect for a period of one year
from the date hereof and shall continue in effect thereafter, but only
so long as such continuance is specifically approved at least annually
by the affirmative vote of (i) a majority of the members of the Fund's
Board of Directors who are not interested persons of the Fund or the
U.S. Co-Adviser, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) a majority of the Fund's Board of
Directors or the holders of a majority of the outstanding voting
securities of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of
Directors, by vote of holders of a majority of the outstanding voting
securities of the Fund or by the U.S. Co-Adviser, upon 60 days'
written notice delivered to each party hereto, and (b) shall
automatically be terminated in the event of its assignment, provided,
however, that a transaction which does not, in accordance with the
1940 Act, result in a change of actual control or management of the
U.S. Co-Adviser shall not be deemed to be an assignment for purposes
of this Agreement. Any such notice shall be deemed given when received
by the addressee.
7. This Agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by any party hereto other
than as permitted pursuant to Section 6. It may be amended by
mutual agreement, but only after authorization of such amendment
by the affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Fund; and (ii) a majority of
the members of the Fund's Board of Directors who are not
interested persons of the Fund or the U.S. Co-Adviser or of any
entity regularly furnishing investment advisory services with
respect to the Fund pursuant to any agreement with the U.S.
Co-Adviser, cast in person at a meeting called for the purpose of
voting on such approval, unless such shareholder approval is
deemed not to be required under the 1940 Act.
8. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York,
provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act. As used herein the terms
"interested person," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth
in the 1940 Act.
9. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by mailing
such notice, air mail postage prepaid, on the day on which such
telex or facsimile is sent to the address set forth below) to the
following address, telex and facsimile numbers:
If to the Fund, to the attention of Richard H. Rose,
President, c/o First Data Investor Services Group, Inc., 53 State
Street, Boston, MA 02109, Telephone No. (617) 573-1351, Facsimile
No. (617) 557-7125, with copy to Brigid O. Bieber, Secretary, 53
State Street, Boston, MA 02109, Telephone No. (617) 573-1529,
Facsimile No. (617) 722-9269.
If to Salomon Brothers Asset Management Inc, to the
attention of Michael S. Hyland, President, 7 World Trade Center,
New York, NY 10048, Telephone No. (212) 783-7416, Facsimile No.
(212) 783-1938.
or to such other address as to which the recipient shall
have informed the other parties in writing.
Unless specifically provided elsewhere, notice given as
provided above shall be deemed to have been given, if by personal
delivery, on the day of such delivery, and, if by telex or
facsimile and mail, on the date on which such telex or facsimile
and confirmatory letter are sent.
10. Each party hereto irrevocably agrees that any suit,
action or proceeding against the U.S. Co-Adviser or the Fund
arising out of or relating to this Agreement shall be subject
exclusively to the jurisdiction of the United States District
Court for the Southern District of New York and the Supreme Court
of the State of New York, New York County, and each party hereto
irrevocably submits to the jurisdiction or each such court in
connection with any such suit, action or proceeding. Each party
hereto waives any objection to the laying of venue of any such
suit, action or proceeding in either such court, and waives any
claim that such suit, action or proceeding has been brought in an
inconvenient forum. Each party hereto irrevocably consents to
service of process in connection with any such suit, action or
proceeding by mailing a copy thereof by registered or certified
mail, postage prepaid, to their respective addresses as set forth
in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
by their officers thereunto duly authorized as of
the day and year first written above.
THE IRISH INVESTMENT FUND, INC.
By: /s/ Richard H. Rose
Name: Richard H. Rose
Title: President
SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/ Michael S. Hyland
Name: Michael S. Hyland
Title President
- -
THE IRISH INVESTMENT FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - March 10, 1998
The undersigned hereby appoints Gerald F. Colleary, Peter J.
Hooper, Brigid O. Bieber, and Elizabeth A. Russell, and each of
them, attorneys 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 Irish Investment Fund,
Inc. held of record by the undersigned on January 5, 1998 at the
Annual Meeting of Stockholders (the "Meeting") to be held on
March 10, 1998, 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 reverse side)
|X| Please mark your
votes as in this
example.
for withheld
Election Nominees: Denis P. Kelleher 2. Ratification of the
of (Class II Director) selection of Price Waterhouse LLP
Directors James M. Walton independent accountants for the
(Class II Director) fiscal year ending October 31, 1998
For,except vote withheld from the 4. To consider and vote upon such other
following nominee(s) matters as may properlycome before
said Meeting or any adjournment
thereof.
______________________________________________
- -
for against abstain
3. Approval of a new U.S. Co-Advisory Check Here for Change
Agreement between the Fund and of Address and Note hereon.
Salomon Brothers Asset Management Inc.
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 and Proposal 2 and 3, and
Proposal 4, as such matters may arise. Please refer to
the Proxy Statement for a discussion of all of the
proposals.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
signature: ______________________________________________
date: _________________________________________________
(important): Please sign exactly as the name appears on this Proxy.
If joint owners, EITHER may sign this Proxy. When signing as
attorney-in-fact, executor, administrator, trustee
or guardian, please add your title as such. Proxies executed
in the name of a corporation should be signed on behalf
of the corporation by a duly authorized officer.
