AMENDED AND RESTATED INTERIM INVESTMENT ADVISORY AGREEMENT
Amended and Restated Interim Agreement, dated and effective as
of March 10, 2016, between THE NEW IRELAND FUND, INC., a
Maryland corporation (herein referred to as the "Fund") and
KLEINWORT XXXXXX INVESTORS INTERNATIONAL LIMITED, a limited
liability company organized under the laws of the Republic of
Ireland (herein referred to as the "Investment Adviser").
WHEREAS, the Fund and the Investment Adviser were parties to an
Investment Advisory Agreement dated July 21, 2011 (the "Previous
Advisory Agreement") pursuant to which the Investment Adviser
provided certain investment advisory services to the Fund;
WHEREAS, in connection with a transfer of a controlling block of
voting securities of the Investment Adviser's parent company,
the Previous Advisory Agreement terminated as a result of its
"assignment" as that term is defined by the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS, none of the Investment Adviser or its controlling
persons directly or indirectly received money or other benefit
in connection with the transfer of the controlling block; and
WHEREAS, the Fund desires to retain the Investment Adviser to
render certain investment advisory services to the Fund, and the
Investment Adviser is willing to render such services, on
substantially the same terms as provided under the Previous
Advisory Agreement, except the commencement and termination
dates, including that the Investment Adviser's compensation
under this Interim Agreement will be no greater than the
Investment Adviser's compensation under the Previous Advisory
Agreement;
WITNESSETH: That in consideration of the mutual covenants herein
contained, it-is agreed by the parties as follows:
1. The Investment Adviser hereby undertakes and
agrees, upon the terms and conditions herein set forth, (i) to
make investment decisions, for the Fund, to prepare and make
available to the Fund research and, statistical data in
connection therewith, and to supervise the acquisition and
disposition of securities by the Fund, including the selection
of brokers or dealers to carry out the transactions, all in
accordance with the Fund's investment objective and policies and
in accordance with guidelines and directions from the Fund's
Board of Directors; (ii) to assist the Fund as it may reasonably
request in the conduct of the Fund's business subject to the
direction and control of the Fund's Board of Directors; (iii) to
maintain and furnish or cause to be maintained and furnished for
the Fund all records, reports and other information required
under the 1940 Act to the extent that such records, reports and
other information are not maintained or furnished by the
administrators, custodians or other agents of the Fund; (iv) to
furnish at the Investment Adviser's expense for the use of the
Fund such office space and facilities as the Fund may reasonably
require for its needs in Dublin, Ireland, and to furnish at the
Investment Adviser's expense clerical services in the United
States or Ireland related to research, statistical and
investment work; and (v) to pay the reasonable salaries and
expenses of such of the Fund's officers and employees
(including, where applicable, the Fund's share of payroll taxes)
and any fees and expenses of such of the Fund's directors as are
directors, officers or employees of the Investment Adviser or
any of its affiliates, provided, however, that the Fund, and not
the Investment Adviser or any of its affiliates, shall bear
travel expenses or an appropriate fraction thereof of directors
and officers of the Fund who are directors, officers or
employees of the Investment Adviser or any of its affiliates to
the extent that such expenses relate to attendance at meetings
of the Board of Directors of the Fund or any committees thereof.
The Investment Adviser shall bear all expenses arising out of
its duties hereunder but shall not be responsible for any
expenses of the Fund other than those specifically allocated to
the Investment Adviser in this paragraph 1. In particular, but
without limiting the generality of the foregoing, the Investment
Adviser shall not be responsible, except to the extent of the
compensation of such of the Fund's employees as are directors,
officers or employees of the Investment Adviser whose services
may be involved, for the following expenses of the Fund:
organization expenses (but not the overhead or employee costs of
the Investment Adviser); legal fees and expenses of counsel
(United States and Irish) to the Fund and, if counsel is
retained by the directors who are not "interested persons" of
the Fund, of such counsel; auditing and accounting expenses;
taxes and governmental fees; New York Stock Exchange listing
fees; dues and expenses incurred in connection with membership
in investment company organizations; fees and expenses of the
Fund's custodians, transfer agents and registrars; fees and
expenses with respect to administration except as may be
provided otherwise pursuant to administration agreements;
expenses for portfolio pricing services by a pricing agent, if
any; expenses of preparing share certificates and other expenses
in connection with the issuance, offering and underwriting of
shares issued by the Fund; expenses relating to investor and
public relations; fees and expenses involved in registering and
maintaining registration of the Fund and of its shares with the
Securities and Exchange Commission, and qualifying its shares
under state securities laws, including the preparation and
printing of the Fund's registration statements and prospectuses
for such purposes; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities;
brokerage commissions, stamp duties or other costs of acquiring,
disposing or maintaining any portfolio holding of the Fund;
expenses of preparation and distribution of reports, notices and
dividends to shareholders; expenses of the dividend reinvestment
and share purchase plan; costs of stationery; any litigation
expenses; and costs of shareholders' and other meetings.
2. In connection with the rendering of the services
required under paragraph 1, the Fund may contract with or
consult with such banks, other securities firms or other parties
in Ireland or elsewhere as it may deem appropriate to obtain,
advice regarding economic factors and trends, advice as to
currency exchange matters and clerical and accounting services
and other assistance.
3. The Fund agrees to pay in U.S. dollars to the
Investment Adviser, as full compensation for the services to be
rendered and expenses to be borne by the Investment Adviser
hereunder, a fee, payable monthly, at an annualized rate equal
to 0.65% of the value of the average daily net assets of the
Fund up to the first $50 million, 0.60% of the value of the
average daily net assets of the Fund over $50 million and up to
and including $100 million, and 0.50% of the value of the
average daily net assets of the Fund in excess of $100 million.
For purposes of computing the monthly fee, the daily net assets
of the Fund for a month shall be determined as of the close of
business in New York each day with respect to which such last
business day falls within that month, and the aggregate value of
all such daily net assets shall be divided by the number of such
days in such month. The value of the net assets of the Fund
shall be determined pursuant to the applicable provisions of the
1940 Act and the directions of the Fund's Board of Directors.
Such fee shall be computed beginning on the effective date of
this Agreement (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 in 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
Investment 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.
4. The Investment 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 agrees to maintain effective all requisite
registrations, authorizations and licenses, as the case may be,
until the termination of this Agreement.
5. Nothing herein shall be construed as prohibiting
the Investment Adviser from providing investment management and
advisory services to, or entering into investment management and
advisory agreements with, other clients, including other
registered investment companies and clients which may invest in
securities of Irish issuers, or from utilizing (in providing
such services) information furnished to the Investment Adviser
as contemplated by section 2 of this Agreement; nor, except as
explicitly provided herein, shall anything herein be construed
as constituting the Investment Adviser an agent of the Fund.
6. The Investment Adviser may rely on information
reasonably believed by it to be accurate and reliable. Neither
the Investment Adviser nor its officers, directors, employees,
agents or 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 on the part of the
Investment Adviser in the performance of its duties or by reason
of reckless disregard on the part of the Investment Adviser of
its obligations and duties under this Agreement. Any person,
even though also employed by the Investment 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 Investment Adviser.
7. This Agreement shall continue in effect until the
earlier of (i) 150 days from the effective date of this
Agreement or (ii) the approval of a new Investment Advisory
Agreement between the Fund and the Investment Adviser by (a) a
majority of the members of the Fund's Board of Directors who are
neither parties to this Agreement nor interested persons of the
Fund or of the Investment Adviser or of any entity regularly
furnishing investment advisory services with respect to the Fund
pursuant to an agreement with the Investment Adviser, cast in
person at a meeting called for the purpose of voting on such
approval, and (b) 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 Investment
Adviser upon 60 days' written notice delivered or sent to the
other party, 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 Investment
Adviser's business shall not be deemed to be an assignment for
the purposes of this Agreement. Any such notice shall be deemed
given when received by the addressee.
8. This Agreement may not be transferred, assigned,
sold or in any manner hypothecated, or pledged by either party
hereto other than pursuant to Section 7. 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 of the Investment Adviser or
of an entity regularly furnishing investment advisory services
with respect to the Fund pursuant to any agreement with the
Investment Adviser, cast in person at a meeting called for the
purpose of voting on such approval:
9. This Agreement shall be construed 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.
10. Any notice hereunder shall be in writing and
shall be delivered in person or by facsimile (followed by
mailing such notice, air mail postage prepaid, on the day on
which such facsimile is sent to the address set forth below) to
the following address or facsimile numbers:
If to Kleinwort Xxxxxx Investors International Ltd., to the
attention of Xxxxx Xxxxx, Kleinwort Xxxxxx Investors
International Limited, 3rd Floor, 0 Xxxxxxxxxxxxx Xxxxx, XXXX,
Xxxxxx 0, Xxxxxxx.
If to the Fund, to the attention of Treasurer, The New
Ireland Fund, Inc., x/x XXX Xxxxxx Xxxxxx, Xxx Xxxxxx Xxxxx, 000
Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, 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
facsimile and mail, on the date on which such facsimile and
confirmatory letter are sent.
11. Each party hereto irrevocably agrees, that any
suit, action or proceeding against the Investment 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 of
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
such suit, action or proceeding by mailing a copy thereof
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 NEW IRELAND FUND, INC.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Treasurer
KLEINWORT XXXXXX INVESTORS
INTERNATIONAL LTD.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Chief Compliance
Officer
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
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