SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
The New Ireland Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Linda Hoard, Secretary
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
Dear Stockholder,
The New Ireland Fund, Inc. (the "Fund") will hold its 2002 Annual
Meeting of Stockholders (the "Meeting") on Tuesday, June 11, 2002 at Citicorp
Center, 14th Floor, Conference Room 14A, 153 East 53rd Street, New York, New
York 10022. At the Meeting, stockholders will elect two Directors, each for a
three-year term and vote on such other matters as may properly come before the
Meeting.
On behalf of the Board of Directors, I cordially invite all
stockholders to attend the Meeting. Whether or not you plan to attend the
Meeting in person, please take the time to vote by mailing in your proxy. As
explained in the attached Proxy Statement, you may withdraw your proxy at any
time before it is actually voted at the Meeting.
We look forward to your continued support.
Sincerely,
/s/Peter J. Hooper
Peter J. Hooper
Chairman
THE NEW IRELAND 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 New Ireland Fund, Inc. (formerly, The Irish Investment Fund,
Inc.) (the "Fund"), a Maryland corporation, will be held on Tuesday, June 11,
2002 at 9:00 a.m. at Citicorp Center, 14th Floor, Conference Room 14A, 153 East
53rd Street, New York, New York 10022, for the following purposes:
1. To elect two (2) Directors of the Fund (Proposal 1).
2. 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 Wednesday, April
10, 2002 are entitled to notice of, and to vote at, this Meeting or at any
adjournments thereof.
Linda J. Hoard
Secretary
Dated: April 25, 2002
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD 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 CARD
PROMPTLY. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
INSIDE COVER.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration.
3. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURE
- ------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp...................................... ABC Corp.
(2) ABC Corp. .................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer.................. John Doe
(4) ABC Corp. Profit Sharing Plan ................ John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust .................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ......................... Jane B. Doe
u/t/d 12/28/78
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ........... John B. Smith
(2) Estate of John B. Smith ...................... John B. Smith, Jr., Executor
THE NEW IRELAND FUND, INC.
C/O PFPC INC.
101 FEDERAL STREET, 6TH FLOOR
BOSTON, MASSACHUSETTS 02110
ANNUAL MEETING OF STOCKHOLDERS
June 11, 2002
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors of The New
Ireland 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
Tuesday, June 11, 2002 at 9:00 a.m. at Citicorp Center, 14th Floor, Conference
Room 14A, 153 East 53rd Street, New York, New York 10022 and at any adjournments
thereof. 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 other matters listed in the
accompanying Notice of Annual Meeting of Stockholders. 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 stockholder 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 10, 2002 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 5,214,778 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 April 25, 2002.
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 ANNUAL REPORT OF THE FUND, INCLUDING AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED OCTOBER 31, 2001, IS AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE NEW IRELAND FUND, INC., C/O PFPC, INC. 101 FEDERAL
STREET, 6TH FLOOR, BOSTON, MASSACHUSETTS 02110 OR BY CALLING 1-800-468-6475.
The date of this Proxy Statement is April 25, 2002.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL/RECORD OWNERS
To the knowledge of management of the Fund and its Board, the following
shareholder(s) or "group", as the term is defined in Section 13(d) of the
Securities Exchange Act of 1934 (the "1934 Act"), beneficially owned, or were
owners of record of, more than 5% of the Fund's outstanding shares as of April
10, 2002.
AMOUNT AND PERCENT
SHAREHOLDER NAME AND ADDRESS NATURE OF OWNERSHIP OF SHARES
---------------------------- ------------------- ---------
Charles Schwab & Company, Inc. 482,783 (beneficial) 9.26%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
National Financial Services Corporation 449,901 (beneficial) 8.63%
200 Liberty Street
New York, NY 10281
Salomon Smith Barney Inc. 406,406 (beneficial) 7.79%
333 W. 34th Street
New York, NY 10001
Northern Trust Company 288,589 (beneficial) 5.53%
50 South LaSalle Street
Chicago, IL 60675
Cede & Company 260,738 (record) 5.00%
55 Water Street, 25th Floor
New York, NY 10041
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 William P. Clark and Peter J. Hooper, Class II
consists of Denis P. Kelleher and James M. Walton, and Class III consists of
James J. Boyle and Denis Curran. The two Directors in Class III are being
considered for election at this Meeting. If elected, Mr. Boyle and Mr. Curran
will hold office for a term of three years and until their successors are
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 James J. Boyle 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.
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND OTHER
POSITION(S) LENGTH OF COMPLEX DIRECTORSHIPS
HELD WITH THE TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
NAME ADDRESS, AND AGE FUND SERVED* DURING PAST FIVE YEARS BY DIRECTOR DIRECTOR
--------------------- ------------- --------- ---------------------- ----------- --------
NON-INTERESTED
DIRECTORS:
Peter J. Hooper, 62 Director and Since 1990 President of Hooper 1 --
Westchester Financial Chairman of the Associates-Consultants
Center, Suite 1000 Board
50 Main Street
White Plains, NY 10606
James J. Boyle, 63 Director Since 2000 Chairman and President of 1 --
50 Main Street Cardinal Resources, Inc.
White Plains, NY 10606
William P. Clark, 70 Director Since 1990 Sr. Counsel to the law firm 1 --
1031 Pine Street of Clark, Cali and Negranti,
Paso Robles, CA 93446 LLP
Denis P. Kelleher, 63 Director Since 1991 Chief Executive Officer, Wall 1
17 Battery Place Street Access-Financial
New York, NY 10004 Services; Director, SI Bank &
Trust; Director; The Muralo
Company Inc- Paint Company;
Chairman and Member of the
Board of Trustees St. John's
University; General Partner
CKS Capital; Director, The
American Ireland Fund
James M. Walton, 71 Director Since 1990 Formerly, Director and Vice 1 --
Room 3902 Chairman, MMC Group, Inc.
525 William Penn Place (management company)
Pittsburgh, PA 15219
INTERESTED
DIRECTOR:
Denis Curran, 54** Director* and Since 2000 Director and President - 1 --
75 Holly Hill Lane President*** International of Bank of
Greenwich, CT 06830 Ireland Asset Management
Limited
OFFICERS:
Richard H. Rose, 46*** Treasurer Since 1995 Vice President and Division
President and Treasurer Manager, PFPC Inc.
101 Federal Street
Boston, MA 02110
Linda J. Hoard, 54*** Secretary Since 1998 Vice President, PFPC Inc.;
Secretary Previously, Attorney
101 Federal Street Consultant for Fidelity
Boston, MA 02110 Investments, Investors Bank
& Trust Company and PFPC Inc.
- --------
* Each Director shall serve until the expiration of his current term and until his successor is elected and
qualified.
** Mr. Curran is deemed to be an "interested" Director because of his affiliation with the adviser.
*** Each officer of the Fund will hold office until a successor has been elected by the Board of Directors
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES IN FUND FOR EACH DIRECTOR AND NOMINEE
FOR ELECTION AS DIRECTOR:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
DOLLAR RANGE OF EQUITY REGISTERED INVESTMENT COMPANIES
SECURITIES HELD IN THE OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR FUND* FAMILY OF INVESTMENT COMPANIES**
---------------- ---------------------- --------------------------------
James J. Boyle E E
William P. Clark C C
Denis Curran A A
Peter J. Hooper C C
Denis P. Kelleher E E
James M. Walton B B
- -----------------------
* KEY TO DOLLAR RANGES
** AS OF APRIL 1, 2002 THE FUND'S FAMILY OF INVESTMENT COMPANIES CONSISTED
ONLY OF THE FUND.
A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. Over $100,000
As of April 1, 2002, none of the directors or their immediate family
members owns beneficially or of record securities in the Fund's investment
advisor or entity directly or indirectly controlling, controlled by, or under
common control with the Fund's investment advisor.
There were four regular meetings of the Board of Directors held during the
fiscal year ended October 31, 2001. 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, 2001 were $140,000.
The Board of Directors has an Audit Committee, which consists of Messrs.
Boyle, Clark, Hooper, and Walton, all of whom are "independent" Directors of the
Fund as defined in the listing standards of the New York Stock Exchange. 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 Audit Committee
met twice during the fiscal year ended October 31, 2001
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's financial reporting process. The Audit Committee
operates pursuant to a Charter that was most recently amended and approved by
the Board on March 12, 2002. As set forth in the Charter, management of the Fund
is responsible for the preparation, presentation and integrity of the Fund's
financial statements, and for the procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
auditors are responsible for auditing the Fund's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles.
In performing its oversight function, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent
auditors. The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as modified or supplemented. The Audit
Committee has also received the written disclosures from the independent
auditors required by Independence Standards Board Standard No. 1, Independent
Discussions with Audit Committees, as currently in effect. Finally, the
Committee has considered whether the provision by the independent auditors to
the Fund of information technology services relating to financial information
design and implementation, internal audit and other nonaudit services to the
Fund, or of professional services to the Fund's investment adviser and those
affiliates thereof that provide services to the Fund, is compatible with
maintaining the auditors' independence and has discussed with the auditors the
auditors' independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of
the Audit Committee rely without independent verification on the information
provided to them and on the representations made by management and the
independent auditors. Accordingly, the Audit Committee's oversight does not
provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's auditors are in fact "independent".
Based upon the reports and discussion described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Charter, the Audit Committee recommended
to the Board that the audited financial statements be included in the Fund's
Annual Report for the year ended October 31, 2001.
At a meeting held on December 11, 2001, upon the recommendation of the
Audit Committee, a majority of the Directors who are not "interested persons" of
the Company (as defined in the 1940 Act) selected PricewaterhouseCoopers LLP
("PWC") as independent auditors for the Company for the fiscal year ending
October 31, 2002. PWC was the independent auditor for the Company for the fiscal
year ended October 31, 2001. PWC has advised the Company that, to the best of
its knowledge and belief, as of the record date, no PWC professional had any
direct or material indirect ownership interest in the Company inconsistent with
independent professional standards pertaining to accountants. It is expected
that representatives of PWC will not be present at the Meeting, but will be
available by telephone to answer any questions that may arise. In reliance on
Rule 32a-4 under the 1940 Act, the Company is not seeking shareholder
ratification of the selection of PWC as independent auditors.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
James J. Boyle
William P. Clark
Peter J. Hooper
James M. Walton
Set forth in the table below are audit fees billed to the Fund by PWC for
professional services rendered to the Fund for the fiscal year ended October 31,
2001. There were no other fees billed by PWC to the Fund. Also set out below
under "All Other Fees" are non-audit related fees that were billed by PWC to the
Fund's Investment Adviser or its affiliates.
FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
$31,000 $0 $8,400,000
OTHER COMMITTEES
The Board of Directors of the Fund has a Compensation Committee, which is
responsible for ensuring that the Directors' compensation is competitive as
compared to its peers, so that the Fund may continue to retain and attract high
caliber directors. The members of the Compensation Committee are Messrs. Boyle,
Hooper, Kelleher, and Walton. The Compensation Committee did not meet during the
Fund's fiscal year ended October 31,2001. The Board of Directors also has a
Nominating Committee consisting of Messrs. Clark, Hooper, Kelleher and Walton,
which is responsible for recommending qualified candidates for election to the
Board of Directors of the Fund in the event a position is vacated or created.
The Nominating Committee of the Fund did not meet during the Fund's fiscal year
ended October 31,2001.
COMPENSATION
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 Investment Adviser or any affiliate thereof an annual fee of $11,500 plus
$1,000 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 an additional $13,500 annually. In addition,
each Director is also 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, 2001.
COMPENSATION SCHEDULE
FOR THE
FISCAL YEAR ENDED OCTOBER 31, 2001
PENSION OR ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFITS ACCRUED BENEFITS TOTAL COMPENSATION
COMPENSATION FROM AS PART OF FUND UPON FROM THE FUND
NAME OF PERSON AND POSITION THE FUND EXPENSES RETIREMENT PAID TO DIRECTORS
--------------------------- ----------------- --------------- --------- -----------------
Peter J. Hooper............. $31,000 0 N/A $31,000
Chairman of the Board
James J. Boyle ............. $16,500 0 N/A $16,500
Director
William P. Clark............ $17,500 0 N/A $17,500
Director
Denis Curran*............... N/A N/A N/A N/A
Director
Denis P. Kelleher........... $16,500 0 N/A $16,500
Director
James M. Walton............. $17,500 0 N/A $17,500
Director
- --------------------------
* Mr. Curran is deemed to be an "interested" Director because of his affiliation with the adviser.
REQUIRED VOTE
In the election of the Directors of the Fund, each candidate in order to
be elected requires a plurality 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 UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 1.
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 Investment Adviser. BIAM's office in
the United States is located at: 75 Holly Hill Lane, Greenwich, Connecticut
06830.
PFPC Inc., the Fund's Administrator, located at 101 Federal Street,
Boston, Massachusetts 02110, provides administration services to the Fund.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act, and the rules thereunder, require that the Fund's
Directors and officers, certain persons affiliated with the 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,
in some cases, the New York Stock Exchange. Directors, officers, and greater
than 10% shareholders are required by SEC regulations to furnish the Fund with
copies of all Section 16(a) forms they file.
Based solely upon the Fund's review of the copies of such forms it
receives and written representations from certain of such persons, the Fund
believes that during the Fund's fiscal year ended October 31, 2001 these persons
complied with all such applicable filing requirements.
BROKER NON-VOTES AND ABSTENTIONS
A proxy on shares held by brokers or nominees which (a) is properly
executed and returned accompanied by instructions to withhold authority to vote,
or (b) 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, represents a broker
"non-vote". 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 a proposal.
The election of Directors (Proposal 1) requires that each successful
candidate receives a plurality of the votes cast at the Meeting; therefore,
abstentions will be disregarded.
Stockholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Annual Report for the year ending October 31, 2002.
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 to be held in 2003 must be received by the Fund on or
before December 20, 2002 in order to be included in the Fund's proxy statement
and proxy relating to that meeting.
Linda J. Hoard
Secretary
Dated: April 25, 2002
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE
REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
THE NEW IRELAND FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS ---- JUNE 11, 2002
The undersigned hereby appoints Peter J. Hooper, Ciaran Spillane and
Linda Hoard, 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 New Ireland Fund, Inc. held of record by the
undersigned on April __, 2002 at the Annual Meeting of Stockholders (the
"Meeting") to be held on June 11, 2002, 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)
FOR WITHHELD James J. Boyle
1. ELECTION OF Nominees: (Class III Director)
DIRECTORS
Denis Curran
For, except vote withheld from the (Class III Director)
following nominee(s):
2. 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 NOMINEES AND PROPOSAL 2, 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.