-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QaHxzJGUdL4iim16qvadphi+jd/LrvbUBTnzzkUTAsVdiD2B0bWHd+TpZgyoevnm hw+cR4kbOzTyA/7lbwD+uQ== 0001170423-04-000156.txt : 20040506 0001170423-04-000156.hdr.sgml : 20040506 20040506133051 ACCESSION NUMBER: 0001170423-04-000156 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040506 GROUP MEMBERS: BANK OF IRELAND ASSET MANAGEMENT (US) LIMITED GROUP MEMBERS: BANK OF IRELAND EUT SMALLER EQUITIES FUND GROUP MEMBERS: BIAM HOLDINGS GROUP MEMBERS: THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF IRELAND ASSET MANAGEMENT CENTRAL INDEX KEY: 0001055955 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 MESPIL ROAD STREET 2: DUBLIN 4 CITY: IRELAND STATE: L2 MAIL ADDRESS: STREET 1: 40 MESPIL ROAD STREET 2: DUBLIN 4 CITY: IRELAND STATE: L2 ZIP: DUBLIN 4 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW IRELAND FUND INC CENTRAL INDEX KEY: 0000858707 IRS NUMBER: 232594503 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59339 FILM NUMBER: 04784306 BUSINESS ADDRESS: STREET 1: C/O PFPC INC. STREET 2: 99 HIGH STREET, 27TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6103828642 MAIL ADDRESS: STREET 1: C/O PFPC INC. STREET 2: 99 HIGH STREET, 27TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: IRISH INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 newirelandfund13da1.txt SCHEDULE 13D AMENDMENT #1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The New Ireland Fund Inc. - -------------------------------------------------------------------------------- (Name of Issuer) common stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 645673104 - -------------------------------------------------------------------------------- (CUSIP Number) Keith Walsh Senior Compliance Manager Bank of Ireland Asset Management 40 Mespil Road Dublin 4, Ireland 011-353-1-6378119 Rosemary Mahon Director Bank of Ireland Asset Management (U.S.) Limited 75 Holly Hill Lane Greenwich, CT 06830 203-869-0111 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 18 Pages CUSIP No. 645673104 Schedule 13D Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Governor and Company of the Bank of Ireland - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 274,800 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 274,800 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 645673104 Schedule 13D Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BIAM Holdings - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 274,800 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 274,800 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 645673104 Schedule 13D Page 4 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of Ireland Asset Management Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 265,800 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 265,800 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 265,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 645673104 Schedule 13D Page 5 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of Ireland Asset Management (U.S.) Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 9,000 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 645673104 Schedule 13D Page 6 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of Ireland EUT Smaller Equities Fund - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 265,800 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 265,800 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 265,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 645673104 Schedule 13D Page 7 of 11 Pages Item 1 (a) The name of the issuer is The New Ireland Fund, Inc (b) The address of the issuers principal executive office is; The New Ireland Fund, Inc. c/o PFPC Inc. 99 High Street 27th Floor Boston, MA, 02110 This filing relates to the common stock, of The New Ireland Fund Inc, a closed end investment company (the "Issuer"). The information presented on the cover sheets for each filing person is based upon ownership as of September 29, 1997. The percent of class is based upon 5,009,000 shares of common stock issued and outstanding as of September 29, 1997. Item 2. Identity and Background. The following information relates to the structure of the reporting entities as of April 29, 2004. This statement is filed by The Governor and Company of the Bank of Ireland (the "Bank of Ireland"), BIAM Holding("BIAMH"), Bank of Ireland Asset Management Limited ("BIAML"),Bank of Ireland Asset Management (U.S.) Limited ("BIAMUS") and Bank of Ireland EUT Smaller Equities Fund ("BIEUTSEF) (collectively, the "Reporting Persons"). The principal business address of Bank of Ireland is Bank of Ireland, Head Office, Lower Baggot Street, Dublin 2, Ireland. The principal business address of BIAMH,BIAML and BIEUTSEF is 40 Mespil Road, Dublin 4, Ireland. The principal business address of BIAMUS is 75 Holly Hill Lane, Greenwich, CT, 06830. Bank of Ireland, BIAML, BIAMH and BIAMUS are Irish corporations. BIEUTSEF is an Irish Unit Trust - a commingled investment vehicle for Irish Tax Exempt investors. The principal business of Bank of Ireland is the provision of financial services. Bank of Ireland is the sole shareholder of BIAMH. The principal business of BIAMH is to serve as a holding company. BIAMH is the sole shareholder of BIAML. The principal business of BIAML is to act as an Irish Investment Adviser to a range of discretionary clients, managing a number of accounts containing securities over which BIAML has voting and dispositive power. These clients are primarily institutional clients. BIAMH is also the sole shareholder in BIAMUS. The principal business of BIAMUS is to act as a US registered Investment Adviser to a range of discretionary clients, managing a number of accounts containing securities over which BIAMUS has voting and dispositive power. These clients are primarily institutional clients. CUSIP No. 645673104 Schedule 13D Page 8 of 11 Pages The directors of Bank of Ireland are Michael Soden, Denis O'Brien, Laurence Crowley, Richard Burrows, Caroline Marland, Raymond MacSharry, Mary Redmond, Roy Bailie, Maurice Keane, Brian Goggin, Donal Greaney, John O'Donovan and Thomas Moran. The executive officers of Bank of Ireland are Michael Soden, John Collins, Des Crowley, Cyril Dunne, Brian Goggin, Roy Keenan, John O'Donovan and Jeff Warren. The principal occupation of each such person is to serve as an officer or director of Bank of Ireland, and the principal business address of each such person, other than Mr. Goggin, is c/o Bank of Ireland, Head Office, Lower Baggot Street, Dublin 2, Ireland. The principal business address of Mr. Goggin is c/o Bank of Ireland Asset Management Limited, 40 Mespil Road, Dublin 4, Ireland. The directors and executive officers of BIAML are Denis Curran, Brian Goggin Giles Kerr, Anthony Haslam, Fred Healy, Eugene Holland, Richard Kelly, Pat Lardner, Jim McMahon, Jane Neill, Leona Nicholson, John Nolan, Kevin O'Brien, Ronan O'Donoghue, Sean O'Dwyer, Chris Reilly, Ronan Smith, Des Sullivan and Peter Wood. The principal occupation of each such person is to serve as an officer or director of BIAML. The principal business address of each such person, other than Mr. Kerr and Mr. Curran is c/o BIAML, 40 Mespil Road, Dublin 4, Ireland. The principal business address of Mr. Curran is c/o Bank of Ireland Asset Management (U.S.) Limited, 75 Holly Hill Lane, Greenwich, CT 06830. The principal business address for Mr Kerr is c/o Bank of Ireland, Head Office, Lower Baggot Street, Dublin 2, Ireland. The directors and executive officers of BIAMH are Sean O'Dwyer, Peter Nugent and Brian Goggin, whose principal occupation is to serve as directors and executive officers of BIAMH. The principal business address of each such person, other than Mr Nugent is c/o BIAMH, 40 Mespil Road, Dublin 4 Ireland. The principal business address for Mr Nugent is c/o Bank of Ireland, Head Office, Lower Baggot Street, Dublin 2, Ireland. The directors and executive officers of BIAMUS are Denis Curran, Chris Reilly, Brian Goggin,Sean O'Dwyer, Michael McCarthy, Rosemary Mahon, Lelia Long and Stephen Holland. The principal business address for Mr Curran, Mr Holland, Ms Long and Ms Mahon is 75 Holly Hill Lane,Greenwich, CT 06830. The principal business address for Mr O'Dwyer, Mr Reilly,Mr McCarthy and Mr Goggin is 40 Mespil Road, Dublin 4 Ireland. BIEUTSEF, as a Unit Trust, does not have any directors or executive officers. Its Trustees are Bank of Ireland Trustees and BIAML is its investment manager. None of the Reporting Persons nor any of the directors or executive directors of any of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The securities reported in Item 5 as beneficially owned by the Reporting Persons were acquired as follows: Accounts managed by BIAML purchased an aggregate of 265,800 shares of Common Stock for a total consideration of $2,223,023 derived from the capital of the managed accounts. BIAMUS made a personal investment of 9,000 shares as seed capital for the New Ireland Fund Inc. CUSIP No. 645673104 Schedule 13D Page 9 of 11 Pages Item 4 Purpose of Transaction Between 1990 and 1995, BIAML purchased in total 265,800 Shares of the Issuer (representing, in aggregate and as accumulated over time, 5.3% beneficial ownership) for various non-US commingled funds ("Foreign Funds") managed by BIAML on a fully discretionary basis, to gain exposure for the investment portfolios of these Foreign Funds to Irish equities in a less expensive and more price-effective manner than could be provided by direct investment in the underlying equity securities owned by the Issuer (a closed-end country fund). In 1997, the shares held by the Foreign Funds were sold to, and purchased by, BIEUTSEF, another Foreign Fund and Reporting Person on this Schedule, where the Shares continue to be held. At the time of the original purchases, and currently, the Reporting Persons state that there were no, and continue to be no plans or proposals that any of them had or have which relate to or would result in: (a) the acquisition by any person of additional Shares, or the disposition of Shares; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the prior or present board of directors or management of the Issuer, including no plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including no plans or proposals to change the investment policy of the Issuer for which a vote would have been or is required by Section 13 of the Investment Company Act of 1940; (g) change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities Exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of the foregoing. Regarding (f) above, any vote presented to the Issuer's shareholders as required by Section 13 of the Investment Company Act of 1940 will be voted with respect to Shares owned by the Bank of Ireland EUT Smaller Equities Fund and Shares owned by BIAMUS will be voted in the same proportion as the vote of all other holders of such security. All investment in Shares by the Foreign Funds, and the BIEUTSEF, were made with the intent to be passive investments and there was no intent, and there is no current intent, to exercise any control or influence over the Issuer. Item 5. Interest in Securities of the Issuer. (a) and (b) As of September 29, 1997, the Reporting Persons may be deemed to beneficially own in the aggregate 274,800 shares of Common Stock, representing 5.5% of the outstanding Common Stock (the percentage of shares of Common Stock owned being based upon 5,009,000 shares of Common Stock outstanding at September 29, 1997. The transaction by The Reporting Persons may be deemed to have direct beneficial ownership of shares of Common Stock as follows: Name Number of Shares Percentage BIAML 265,800 5.3% BIEUTSEF (Managed by BIAML) 265,800 5.3% BIAMUS 9,000 0.2% BIAML has direct beneficial ownership of the shares of Common Stock in the accounts which it manages. In such capacity, BIAML has the right to vote and direct the disposition of shares of Common Stock held by such entities and, consequently, has beneficial ownership of such shares. BIAMUS has direct beneficial ownership of the shares of Common Stock which it purchased to provide seed capital to the Issuer. In such capacity, BIAMUS has the right to vote and direct the disposition of shares of Common Stock held by such entities and, consequently, has beneficial ownership of such shares. BIAMH as the controlling member of BIAML and BIAMUS, may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by BIAML and BIAMUS. Bank of Ireland, as the sole shareholder of BIAMH, may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by BIAMH, BIAML and BIAMUS as the sole shareholder of BIAMH. BIEUTSEF has direct beneficial ownership of the shares of Common Stock which it purchased as a passive investment. In such capacity, BIEUTSEF has the right to vote and direct the disposition of shares of Common Stock held by such entities and, consequently, has beneficial ownership of such shares. (c) Other than the transactions in Schedule 1, No Reporting Person nor any director or executive officer of any Reporting Person has effected any transactions in the Common Stock during either in the past 60 days or the 60 days prior to the effective date of this filing. (d) No person other than the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any of the Common Stock beneficially owned by the Reporting Persons, except that the dividends from, or proceeds from the sale of, shares of Common Stock in each respective account managed by BIAML will be delivered into each such respective account. (e) Not applicable. Item 6: BIAMUS is under common control with BIAML, the discretionary manager to the Foreign Funds and BIEUTSEF. BIAMUS also is the investment adviser to the Issuer. Other than these relationships, there are no contracts, arrangements, or understandings among or between the Reporting Persons or otherwise with respect to the Shares of the Issuer, including without limitation, the transfer or voting of any of the securities, or the giving or withholding of proxies, except as follows. To avoid conflicts of interest associated with any matter put to a vote of shareholders of the Issuer, Shares owned by BIEUTSEF and BIAMUS will be voted in the same proportion as all other Shares of the Issuer are voted. CUSIP No. 645673104 Schedule 13D Page 10 of 11 Pages SIGNATURE. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: May 6, 2004 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND By: /s/ Brian Goggin ---------------------------------- Brian Goggin Director BIAM Holdings By: /s/ Sean O'Dwyer ---------------------------------- Sean O'Dwyer Director Bank of Ireland Asset Management Limited By: /s/ Sean O'Dwyer ---------------------------------- Sean O'Dwyer Director Bank of Ireland Asset Management (U.S.) Limited By: /s/ Rosemary Mahon ---------------------------------- Rosemary Mahon Director Bank of Ireland EUT Smaller Equities Fund By: /s/ Keith Walsh ---------------------------------- Keith Walsh Authorised Signatory CUSIP No. 645673104 Schedule 13D Page 11 of 11 Pages SCHEDULE I REPORTING PERSONS TRANSACTIONS IN COMMON STOCK The transaction below was a cross trade of Common Stock by BIAML from its discretionary Foreign Fund Clients to BIEUTSEF. Date Number of Shares Price Per Share (1) September 29, 1997 by BIEUTSEF Buy 248,600 $16.6875 September 29, 1997 by BIAML Sell 248,600 $16.6875 EX-1 2 agreementjf.txt JOINT FILING AGREEMENT JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is made and entered into by and among The Governor and Company of the Bank of Ireland, BIAM Holdings, Bank of Ireland Asset Management Limited, Bank of Ireland Asset Management (U.S.) Limited and the Bank of Ireland EUT Smaller Equities Fund. The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective ownership of any securities of The New Ireland Fund Inc., that are requireed to be reported on any filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such filings. Date: April 30, 2004 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND By: /s/ Brian Goggin ---------------------------------- Brian Goggin Director BIAM Holdings By: /s/ Sean O'Dwyer ---------------------------------- Sean O'Dwyer Director Bank of Ireland Asset Management Limited By: /s/ Sean O'Dwyer ---------------------------------- Sean O'Dwyer Director Bank of Ireland Asset Management (U.S.) Limited By: /s/ Rosemary Mahon ---------------------------------- Rosemary Mahon Director Bank of Ireland EUT Smaller Equities Fund By: /s/ Keith Walsh ---------------------------------- Keith Walsh Authorised Signatory -----END PRIVACY-ENHANCED MESSAGE-----