INVESTMENT ADVISORY AGREEMENT
Agreement, dated and effective as of July 21, 2011, 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").
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 Investment Company Act of
1940, as amended (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 remain in effect for a
period of two years from the date on which it is approved by
the holders of a majority of the outstanding voting securities
of the Fund, and shall continue in effect thereafter, but only
so long as such continuance is specifically approved at least
annually by the affirmative vote of (i) 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 (ii) a majority of the Fund's Board of
Directors or 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, Xxx Xxxxxxxxxxx Xxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000.
If to the Fund, to the attention of Xxxxx Xxxxxx, Suite
10000, Westchester Financial Center, 00 Xxxx Xxxxxx, 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 Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chairman
KLEINWORT XXXXXX INVESTORS
INTERNATIONAL LTD.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director and Head of
Business Development
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