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:
[ ] 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)
Elizabeth A. Russell, 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):
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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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.
101 FEDERAL STREET, 6th FLOOR
BOSTON, MASSACHUSETTS 02110
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Irish Investment Fund, Inc. (the "Fund") will be held on
June 15, 1999 at 9:00 a.m. at the offices of Salomon Brothers Asset Management
Inc., Downtown Conference Center, Seven World Trade Center, New York, New York
10048, for the following purposes:
1. To elect one (1) Director of the Fund (PROPOSAL 1).
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the year
ending October 31, 1999 (PROPOSAL 2).
3. 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 April 26, 1999
are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.
Elizabeth A. Russell
Secretary
Dated: May 5, 1999
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.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: 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.
101 FEDERAL STREET, 6th FLOOR
BOSTON, MASSACHUSETTS 02110
-----------------------------
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 June 15, 1999 at 9:00 a.m. at the offices of Salomon Brothers Asset
Management Inc., Downtown Conference Center, 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 April 26, 1999 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 May 5, 1999.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic, or oral communications by regular employees of the Fund's
Investment Adviser. 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 May 5, 1999.
ELECTION OF DIRECTOR
(PROPOSAL NO. 1)
At the Meeting, one Director 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. Mr. Colleary, the one Director in Class III, is being
considered for election at this Meeting. If elected, Mr. Colleary will 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 Gerald F.
Colleary.
As a nominee for election to the Board, Mr. Colleary has consented to be
named in this Proxy Statement and to serve as a Director if elected. The Board
of Directors has no reason to believe that Mr. Colleary will become
unavailable for election as a Director, 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 FUND
FIRST BENEFICIALLY
NAME, AGE, POSITION BECAME A TERM PRINCIPAL OCCUPATIONS OWNED AS OF
WITH FUND, AND ADDRESS DIRECTOR/OFFICER EXPIRING AND OTHER AFFILIATIONS APRIL 26, 1999** PERCENT
- ---------------------- ---------------- -------- ---------------------- ---------------- -------
<S> <C> <C> <C> <C> <C>
Peter J. Hooper, 59 ............. 1990 2000 Consultant; formerly President and 1,000 ****
Chairman of the Board General Manager, Bank of Ireland,
Westchester Financial Center New York; Director of the Ireland
Suite 1000 United States Council for Industry
50 Main Street and Commerce
White Plains, NY 10606
William P. Clark, 67 ............ 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
*Gerald F. Colleary, 50 ......... 1990 1999 Director and Senior Vice President, 0 ****
Director Bank of Ireland Asset Management
20 Horseneck Lane (U.S.) Limited
Greenwich, CT 06830
James M. Walton, 68 ............. 1990 2001 Formerly, Director and Vice 1,140 ****
Director Chairman, MMC Group, Inc.
525 William Penn Place (management company)
Room 3902
Pittsburgh, PA 15219
Denis P. Kelleher, 60 ........... 1991 2001 Chief Executive Officer, Wall 15,000 ****
Director Street Access
17 Battery Place, 25th Floor
New York, NY 10004
Richard H. Rose, 43 ............. 1995 *** Vice President and Division 0 ****
President and Treasurer Manager, First Data Investor
4400 Computer Drive Services Group, Inc.; previously,
Westborough, MA 01581 Senior Vice President of The Boston
Company Advisors, Inc.
Elizabeth A. Russell, 36 ........ 1997 *** Counsel, First Data Investor 0 ****
Secretary Services Group, Inc.; previously,
101 Federal Street Assistant Vice President and
6th Floor Counsel, The Boston Company
Boston, MA 02110 Advisors, Inc.
----- ----
All Directors and Officers as a group ........................... 18,140 ****
====== =====
- --------------
* "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 investment adviser.
** 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 and one special meeting of the Board of
Directors held during the fiscal year ended October 31, 1998. 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,
1998 were $54,243.59.
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. Mr. Walton serves as Chairman of
the Audit Committee. Messrs. Clark, Hooper, Walton, and Kelleher are "non-
interested" Directors. The Audit Committee met once during the fiscal year
ended October 31, 1998. 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 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, 1998.
<TABLE>
<CAPTION>
COMPENSATION TABLE
FOR THE
FISCAL YEAR ENDED OCTOBER 31, 1998
----------------------------------
PENSION OR
RETIREMENT ESTIMATED
BENEFITS ANNUAL TOTAL
AGGREGATE ACCRUED AS BENEFITS COMPENSATION
NAME OF PERSON COMPENSATION PART OF FUND UPON FROM THE FUND
AND POSITION FROM THE FUND EXPENSES RETIREMENT PAID TO DIRECTORS
- ------------ ------------- -------- ---------- -----------------
<S> <C> <C> <C> <C>
Peter J. Hooper ............................ $14,700 0 N/A $14,700
Chairman of the Board
William P. Clark ........................... $10,500 0 N/A $10,500
Director
Gerald F. Colleary ......................... $ 0 0 N/A $ 0
Director
James M. Walton ............................ $10,500 0 N/A $10,500
Director
Denis P. Kelleher .......................... $11,200 0 N/A $11,200
Director
</TABLE>
REQUIRED VOTE
In the election of the Director of the Fund, the candidate 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 selected PricewaterhouseCoopers LLP as independent accountants for
the Fund for the year ending October 31, 1999. The ratification of the
selection of 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 PricewaterhouseCoopers LLP. It is expected that a representative of
PricewaterhouseCoopers 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 PricewaterhouseCoopers 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.
ADDITIONAL INFORMATION
INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's advisory structure provides a multinational arrangement for
furnishing management skills and investment advice to pursue the Fund's
investment objective of investing primarily in equity securities of Irish
corporations. Bank of Ireland Asset Management (U.S.), Limited ("BIAM"), an
Irish company registered as an investment adviser under the U.S. Investment
Advisers Act of 1940, acts as the Fund's Principal Investment Adviser. BIAM's
office in the United States is located at: 20 Horseneck Lane, Greenwich,
Connecticut 06830.
First Data Investor Services Group, Inc., located at 101 Federal Street,
Boston, Massachusetts 02110, provides administration services to the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of management of the Fund, no person owns of record or
beneficially 5% or more of the Fund's outstanding voting securities as of
April 26, 1999.
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 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 1998 these persons complied with all such filing requirements.
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 Director (Proposal 1) requires that the successful
candidate receives the highest number 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.
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 2000 must be received by the Fund on or before
February 15, 2000 in order to be included in the Fund's proxy statement and
form of proxy relating to that meeting.
Elizabeth A. Russell
Secretary
Dated: May 5, 1999
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.
THE IRISH INVESTMENT FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders ---- June 15, 1999
The undersigned hereby appoints Peter J. Hooper and Gail A. Hanson, 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
April 26, 1999 at the Annual Meeting of Stockholders (the "Meeting") to be held
on June 15, 1999, and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
(Continued on the reverse side)
Please mark your
Votes as in
this example
FOR WITHHELD 2. Ratification of the selection
FOR AGAINST ABSTAIN
1. ELECTION Nominee: Gerald F. Colleary of OF
(Class III Director) PricewaterhouseCoopers LLP as independent
DIRECTOR Accountants for the fiscal
year ending
October 31, 1999.
3. To consider and vote upon such other matters as they may come before said
Meeting or any
adjournment thereof.
Check Here For Change
of Address and Note
hereon.
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
nominee
and
Proposal
2.
Please
refer
to
the
proxy
statement
for
a
discussion
of
all
the
proposals.
Please
sign
exactly
as
name
appears
below.
When
shares
are
held
joint
tenants,
either
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 or such persons should sign. PLEASE
SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE.
