EX-99.CODE ETH
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics ("Code") for The New Ireland Fund, Inc.(the "Fund")
applies to the Fund's Principal Executive Officer and Principal Financial
Officer (the "Covered Officers" each of whom are set forth in Exhibit A) for the
purpose of promoting:
|X| honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
|X| full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Fund;
|X| compliance with applicable laws and governmental rules and regulations;
|X| the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
|X| accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW
A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his or her family, receives improper personal benefits as a result of his or her
position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund. The Fund's and the investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Fund's Boards of Directors ("Board") that the Covered Officers may also be
officers or employees of one or more other investment companies covered by other
codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Fund.
* * * *
Each Covered Officer shall:
|X| not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the detriment
of the Fund;
|X| not cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Fund;
|X| not use material non-public knowledge of portfolio transactions made or
contemplated for the Fund to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;
|X| report at least annually any affiliations or other relationships
related to conflicts of interest that the Fund's Directors and Officers
Questionnaire covers.
There are some conflict of interest situations that should always be discussed
with or approved by the Chief Compliance Officer of the Fund (the "Compliance
Officer") if material. Examples of these include:
|X| service as a director on the board of any public or private company;
|X| the receipt from any company with which the Fund has current or
prospective business dealings of any non-nominal gifts in excess of
$150;
|X| the receipt of any entertainment from any company with which the Fund
has current or prospective business dealings unless such entertainment
is business- related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
|X| any ownership interest in, or any consulting or employment relationship
with, any of the Fund's service providers, other than its investment
adviser, in the case of each Covered Officer that is an officer or
employee of the investment adviser, or its administrator, in the case
of each Covered Person that is an officer or employee of the
administrator, or any affiliated person thereof;
|X| a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Fund for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE AND COMPLIANCE
|X| Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Fund;
|X| each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about the Fund to others, whether within or
outside the Fund, including to the Fund's directors and auditors, and
to governmental regulators and self-regulatory organizations;
|X| each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Funds and the adviser with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Funds file with, or submit to, the SEC and in other public
communications made by the Funds; and
|X| it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer shall:
|X| upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read, and understands the Code;
|X| annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
|X| not retaliate against any other Covered Officer or any employee of the
Funds or their affiliated persons for reports of potential violations
that are made in good faith; and
|X| notify the Compliance Officer promptly if he knows of any violation of
this Code. Failure to do so is itself a violation of this Code.
The Compliance Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers sought by the Covered Officers will be considered by the Audit Committee
(the "Committee").
The Fund will follow these procedures in investigating and enforcing this Code:
|X| the Compliance Officer will take all appropriate action to investigate
any potential violations reported to him;
|X| if, after such investigation, the Compliance Officer believes that no
violation has occurred, the Compliance Officer is not required to take
any further action;
|X| any matter that the Compliance Officer believes is a violation will be
reported to the Committee;
|X| if the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate
personnel of the investment adviser or its board; or a recommendation
to dismiss the Covered Officer;
|X| the Committee will be responsible for granting waivers, as appropriate;
and
|X| any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Fund for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Fund, the Fund's adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Fund's and the investment adviser's codes of ethics
under Rule 17j-1 under the Investment Company Act and the adviser's more
detailed policies and procedures set forth in Bank of Ireland Asset Management
(U.S.) Limited's Code of Conduct are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board, including a majority of
independent directors.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Board of Directors and its
counsel (which may be counsel to the Fund) and the adviser.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does
not constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.
Date: September 9, 2003 (as amended June 5, 2007)
EXHIBIT A
Persons Covered by this Code of Ethics
Michael Grealy - President
Lelia Long - Treasurer