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 Useof 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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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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:
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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 PFPC 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 14, 2000 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 three (3) Directors 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, 2000
(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 Monday, April 24, 2000
are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.
Elizabeth A. Russell
Secretary
Dated: May 3, 2000
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 PFPC 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 14, 2000 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 Monday, April 24, 2000 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 3, 2000.
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 3, 2000.
<PAGE>
ELECTION OF DIRECTORS
(Proposal No. 1)
At the Meeting, three Directors will be elected. Pursuant to the Fund's By-laws,
the terms of office of the Directors are staggered. The Board of Directors is
divided into three classes, designated: Class I, Class II, and Class III. Class
I consists of Peter J. Hooper and William P. Clark, Class II consists of James
M. Walton and Denis P. Kelleher, and Class III consists of Denis Curran. The two
Directors in Class I are being considered for election at this Meeting. In
addition, Denis Curran is being considered for election as a Class III Director
of the Fund. Mr. Curran was appointed to the Board of Directors in March, 2000
by Unanimous Written Consent of Directors to fill the vacancy created by the
resignation of Gerald Colleary. If elected, William P. Clark and Peter J. Hooper
will hold office for a term of three years and until their successors are
elected and qualified. Denis Curran will hold office for an initial term of two
years. 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 William P.
Clark, Peter J. Hooper and Denis Curran.
Each of the nominees 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 any of the nominees 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>
<S> <C> <C> <C> <C> <C>
<C> Common Stock of the
First Fund Beneficially
Became a Owned as of
Name, Age, Position with Fund, Director/ Term Principal Occupations and Other April 24, 2000**
------ ------- ----------------
and Address Officer Expiring Affiliations Percent
Peter J. Hooper, 60 1990 2000 Consultant; formerly President 1,000 ****
Chairman of the Board and General Manager, Bank of
Westchester Financial Center Ireland, New York; Director of
Suite 1000 the Ireland United States Council
50 Main Street for Industry and Commerce
White Plains, NY 10606
William P. Clark, 68 1990 2000 Chief Executive Officer of Clark 2,033 ****
Director Company; Sr. Counsel to the law
1031 Pine Street firm Clark, Cali and Negranti
Paso Robles, CA 93446
Denis Curran, 52 2000 2000 Director and President - 0 ****
Director* International of Bank of Ireland
75 Holly Hill Lane Asset Management
Greenwich, CT 06830
Denis P. Kelleher, 61
Director 1991 2001 Chief Executive Officer, Wall 15,000 ****
17 Battery Place, 11th Floor Street Access
New York, NY 10004
<PAGE>
First Common Stock of the
Became a Fund Beneficially Owned
Name, Age, Position with Fund, Director/ Term Principal Occupations and as of April 24, 2000**
------- - ----------------
and Address Officer Expiring Other Affiliations Percent
James M. Walton, 69 1990 2001 Formerly, Director and Vice 1,270 ****
Director Chairman, MMC Group, Inc.
525 William Penn Place (management company)
Room 3902
Pittsburgh, PA 15219
Richard H. Rose, 44 1995 *** Vice President and Division 0 ****
President and Treasurer Manager, PFPC Inc.;
101 Federal Street previously, Senior Vice
6th Floor President of The Boston
Boston, MA 02110 Company Advisors, Inc.
Elizabeth A. Russell, 37 1997 *** Vice President, PFPC Inc.; 0 ****
Secretary previously, Counsel, First
101 Federal Street Data Investor Services Group,
6th Floor Inc.
Boston, MA 02110
All Directors and Officers as a group................. 19,303 ****
====
* "Interested" Director within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"). Mr. Curran is an "interested" Director
because of his affiliation with Bank of Ireland Asset Management, which is an
affiliate of 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%.
There were four regular meetings of the Board of Directors held during the
fiscal year ended October 31, 1999. 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, 1999 were $52,558.
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, Walton, and Kelleher
are "non-interested" Directors. The Audit Committee met once during the fiscal
year ended October 31, 1999. At the present time, the Board of Directors has no
compensation or nominating committees, or other committees performing similar
functions.
</TABLE>
<PAGE>
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 PFPC Inc. ("PFPC"), the Fund's administrator, receive
reimbursement from the Fund for travel to and from Board Meetings. No Director
received compensation from the Fund in excess of $60,000 for the fiscal year
ended October 31, 1999.
COMPENSATION TABLE
for the
Fiscal Year Ended October 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
<C>
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
Peter J. Hooper............. $ 14,000 0 N/A $ 14,000
Chairman of the Board
William P. Clark............ $ 10,500 0 N/A $ 10,500
Director
*Gerald F. Colleary......... $ 0 0 N/A $ 0
Director
#Denis Curran............... N/A N/A N/A N/A
Director
Denis P. Kelleher........... $ 10,500 0 N/A $ 10,500
Director
James M. Walton............. $ 10,500 0 N/A $ 10,500
Director
* Resigned from the Board on January 14, 2000
# Not a Director of the Fund during the period ended October 31, 1999.
</TABLE>
<PAGE>
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
selected PricewaterhouseCoopers LLP as independent accountants for the Fund for
the year ending October 31, 2000. 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: 75 Holly Hill Lane, Greenwich,
Connecticut 06830.
<PAGE>
PFPC 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
24, 2000.
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 1999 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
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.
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.
<PAGE>
STOCKHOLDER PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual Meeting
of Stockholders in 2001 must be received by the Fund on or before February 15,
2001 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 3, 2000
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>
THE IRISH INVESTMENT FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders ---- June 14, 2000
The undersigned hereby appoints Peter J. Hooper, Ciaran Spillane and Elizabeth
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 April 24, 2000 at the Annual Meeting of Stockholders (the
"Meeting") to be held on June 14, 2000, 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)
<PAGE>
A
Please mark
your
Votes as in
this example
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHELD ABSTAIN
1. ELECTION Nominees:
OF Peter J. Hooper
DIRECTORS (Class I Director)
William P. Clark
(Class I Director)
Denis Curran
(Class III Director)
For, except vote withheld from the
following nominee(s):
____________________________________
2. Ratification of the selection
of PricewaterhouseCoopers LLP
as independent
Accountants for the fiscal
year ending
October 31, 2000.
3. To consider and vote upon such
other matters as they may come
before said Meeting or any
adjournment thereof.
</TABLE>
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 nominees and Proposal 2, and Proposal 3, as such
matters may arise. Please refer to the proxy statement for a discussion of all
the proposals. Please sign exactly as name appears hereon.
Signature:_____________________________________________________________________
Date:______________________________________________ (Important): Please sign
this Proxy exactly as the name(s) appear hereon. 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.
<PAGE>
