CONSULTING AGREEMENT
Agreement dated and effective as of December 8, 1998, between
THE IRISH INVESTMENT FUND, INC., a Maryland corporation
(herein referred to as the "Fund") and Salomon Brothers Asset
Management Inc, a Delaware Corporation (herein referred to as "SaBAM").
1. SaBAM hereby undertakes and agrees, upon the terms and
conditions herein set forth, (i) to evaluate general trends in the
closed-end fund market place and to provide the Fund with options for
the future development of the Fund including new issues, issuance of
warrants and expansion of investment parameters; (ii) to monitor the
shares of the Fund versus the shares of a peer group of European
closed-end investment companies with respect to market price, net
asset value, distributions and other market indices and performance
indicators; (iii) to track and evaluate the trading volume and
discount/premium to net asset value of the Fund and its peer group,
including examining trends in trading volume and share activity with
the Fund's specialist and to discuss actions and remedies taken in
the market place with respect to such variations from net asset value;
(iv) to seek opportunities to highlight and promote the Fund in the
brokerage community and in the media; (v) to provide investors with in
formation on the Irish economy generally and the securities market,
the Fund's net asset value, general composition and other asset
management issues, such information to be provided from time to time
via a toll free telephone number provided by SaBAM; (vi) to provide
shareholder services sufficient to answer all inquiries regarding
the Fund and to maintain the Fund's shareholder mailing list for
quarterly reports; and (vii) to furnish, without undue expense to
SaBAM,for the use of the Fund such office space and facilities as the
Fund may require for its reasonable needs in New York and to furnish,
at the expense of SaBAM, clerical services in New York related to
research, statistical and investment work for the benefit of the Fund.
In connection herewith, SaBAM agrees to maintain a staff within its
organization to furnish the above services to the Fund. SaBAM
shall bear all expenses arising out of its duties hereunder.
2. The Fund agrees to pay in U.S. Dollars to SaBAM, as full
compensation for the services to be rendered and expenses to be
borne by SaBAM hereunder, a fee, payable monthly in twelve equal
installments, in the amount of $ 165,000. The fee for the period
from the end of the last month ending prior to termination of this
agreement to the date of termination 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 SaBAM 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.
3. The services provided hereunder by SaBAM are not to be deemed
exclusive and SaBAM and any of its affiliates or related persons are
free to render similar services to others and to use the research
developed in connection with this Agreement for other clients or
affiliates. Nothing herein shall be construed as constituting SaBAM an
agent of the Fund.
4. SaBAM may rely on information reasonably believed by it to be
accurate and reliable. Neither SaBAM nor its officers, directors,
employees, agents or any controlling persons as defined in the
Investment Company Act of 1940 as amended, 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 in the
performance of its duties or by reason of reckless disregard on the
part of SaBAM of its obligations and duties under this Agreement.
Any person, even though also employed by SaBAM, 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 SaBAM.
5. This Agreement may 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 SaBAM, upon 60
days' written notice delivered to each party hereto. Any such notice
shall be deemed given when received by the addressee.
6. This Agreement shall be governed, construed and interpreted
in accordance with the laws of the State of New York.
7. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by mailing
such notice, air mail postage prepaid, on the day on which such telex
or facsimile is sent to the address set forth below) to the following
address, telex and facsimile numbers:
If to the Fund, to the attention of Xxxxxxx X. Xxxx,
President, c/o First Data Investor Services Group, Inc.,
00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Telephone No.
(000) 000-0000, Facsimile No. (000) 000-0000, with copy
to Xxxxxxxxx X. Xxxxxxx, Secretary, 00 Xxxxx Xxxxxx,
Xxxxxx, XX 00000, Telephone No. (000) 000-0000,
Facsimile No. (000) 000-0000.
If to Salomon Brothers Asset Management Inc, to the attention
of Xxxx XxXxxx, 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Telephone No. (000) 000-0000, Facsimile No. (000) 000-0000.
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
telex of facsimile and mail, on the date on which such telex
or facsimile and confirmatory letter are sent.
8. Each party hereto irrevocably agrees that any suit, action or
proceeding against SaBAM 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 any such suit, action or proceeding by
mailing a copy thereof by 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 IRISH INVESTMENT FUND, INC.
By:
Name: Xxxxxxx X. Xxxx
Title: President
SALOMON BROTHERS ASSET MANAGEMENT INC
By:
Name:
Title:
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