SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] 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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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:
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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:
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4) Date Filed:
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<PAGE>
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 [ ] [location to be determined], 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
<PAGE>
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 [ ][location to be determined]. 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 the 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>
<CAPTION>
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
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
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 ****
------ ====
- ---------
* "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%.
</TABLE>
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>
<CAPTION>
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, the candidates receiving the
highest number of votes cast at the Meeting, if a quorum is present, shall be
elected.
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, would merge 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.
As of September 30, 1997, SBAM and its worldwide investment advisory
affiliates managed approximately $25.9 billion of assets, of which SBAM manages
approximately $19.3 billion. 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>
<CAPTION>
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.
The Fund has been informed that Berkshire Hathaway, Inc., a Delaware
corporation, owned beneficially, as of September 30, 1997, shares of Common
Stock and Preferred Stock, Series A, of Salomon, constituting in excess of 10%
of the votes entitled to be cast by the outstanding voting securities of
Salomon. Messrs. Brock and Hyland currently own common stock of Travelers, which
they received in exchange for the common stock they held of Salomon.
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
Horeseneck 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, 1998, Cede & Co., a nominee partnership of Depository
Trust Company, located at 7 Hanover Square, New York, New York 10004, held
4,814,457 or 9.61% 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 highest amount 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.
<PAGE>
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
<PAGE>
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)
<PAGE>
|X|
Please mark your
votes as in this
example.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Nominees: Denis P. Kelleher 2. Ratification of the
ELECTION (Class II Director) selection of Price
OF Waterhouse LLP as
James M. Walton independent accountants for
DIRECTORS. (Class II the fiscal year ended
October 31, 1998
Director)
For, except vote withheld from the following nominee(s)
- --------------------------------------------
4. To consider and vote upon such other
matters as may properly come before said Meeting or any
adjournment thereof.
FOR AGAINST ABSTAIN
3. Approval of a new U.S. Co-Advisory Check Here for
Agreement between the Fund and Change
Salomon Brothers Asset Management Inc. of Address and Note
hereon.
<PAGE>
3
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,
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 exactly as the name appears below. When shares are held by
joint tenants, either party may sign.
SIGNATURE: __________DATE:
________________________________________________ (IMPORTANT): Please
sign this Proxy exactly as the name(s) appear hereon. 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. Where shares are owned in the name of two or more persons, a
majority of such persons, should sign. PLEASE SIGN, DATE AND RETURN IN
THE ENCLOSED POSTAGE PAID ENVELOPE.
