SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/ / 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 ss.240.14a-11(c) or ss.240.14a-12
- --------------------------------------------------------------------------------
THE SWISS HELVETIA FUND, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
NOT APPLICABLE
Payment of Filing Fee (Check Appropriate Box):
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1. Title of each class of securities to which transaction applies:
Not Applicable
2. Aggregate number of securities to which transaction applies:
Not Applicable
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):
Not Applicable
4. Proposed maximum aggregate value of transaction:
Not Applicable
5. Total fee paid:
Not Applicable
/ / 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 No.:
3. Filing Party:
4. Date Filed:
<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1997
----------------------------------------
To our Stockholders:
Notice is hereby given that an Annual Meeting of Stockholders
of The Swiss Helvetia Fund, Inc. (the "Fund") will be held at 10:30 a.m. on May
14, 1997 at The Drake Swissotel, Empire Suite, 440 Park Avenue, New York, New
York 10022, for the following purposes:
1. To elect three Class III Directors to serve for a
three-year term.
2. To ratify the selection by the Board of Directors of
Deloitte & Touche LLP as independent auditors for the calendar year
ending December 31, 1997.
3. To consider and act upon any other business as may
properly come before the Meeting or any adjournment thereof.
Only holders of Common Stock of record at the close of
business on March 25, 1997 are entitled to notice of and to vote at this Meeting
or any adjournment thereof.
Paul R. Brenner
Secretary
Dated: April 1, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE
ENCLOSED PROXY AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
Annual Meeting of Stockholders
May 14, 1997
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors of The
Swiss Helvetia Fund, Inc. (the "Fund") in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held
at 10:30 a.m. on May 14, 1997 at The Drake Swissotel, Empire Suite, 440 Park
Avenue, New York, New York 10022. The purpose of the Meeting and the matters to
be acted upon are set forth in the accompanying Notice of Annual Meeting.
If the accompanying form of Proxy is executed properly and returned,
the shares represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors and FOR the other proposal. A Proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Fund revoking it, by submitting a duly executed proxy
bearing a later date, or by attending the Meeting and voting in person. Shares
represented by a Proxy marked to withhold authority to vote, and shares
represented by a Proxy that indicates that the broker or nominee Stockholder
thereof does not have discretionary authority to vote them will be counted to
determine the existence of a quorum at the Meeting but will not affect the
plurality or majority vote required.
The close of business on March 25, 1997 has been fixed as the record
date for the determination of Stockholders entitled to notice of, and to vote
at, the Meeting and at any adjournment thereof. On that date, the Fund had
12,261,692 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 first be mailed to
Stockholders on or about April 1, 1997.
The date of this Proxy Statement is April 1, 1997.
-2-
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
The Fund's Certificate of Incorporation (the "Certificate") provides
for three classes of Directors with overlapping three-year terms. The number of
Directors is currently eight and is divided into two classes of three each and
one class of two. The Class III directors were elected in 1994 to serve until
the Annual Meeting in 1997. Thus, the Class III nominees are the only nominees
to be considered for election at the Meeting and each will serve, if elected, a
three-year term of office until the Annual Meeting in 2000, or until his
respective successor shall be elected and shall qualify.
Unless authority is withheld, it is the intention of the persons named
in the accompanying form of proxy to vote each proxy FOR the election of the
three Class III nominees listed below. Each Class III nominee has indicated he
will serve, if elected, but if any such nominee should be unable to serve,
proxies will be voted for an alternate nominee, if any, designated by the Board
of Directors. The Board of Directors has no reason to believe that any nominee
will be unable to serve as a Director. Each of the Class III nominees is
currently a member of the Board of Directors.
Required Vote
In accordance with Delaware law and the Fund's Certificate of
Incorporation and By-laws, Directors are elected by a plurality of the votes
cast at the Meeting by the Stockholders entitled to vote. Abstentions and broker
non-votes will not be included in determining the number of votes cast in a
Director's favor. A broker non-vote occurs when a broker holding shares for a
beneficial owner does not vote on a particular matter because the broker does
not have discretionary voting power with respect to that matter and has not
received instructions from the beneficial owner.
The Board of Directors recommends a vote FOR Proposal 1.
Certain Information Concerning Directors and Executive Officers
The following table shows certain information about each person
nominated for election, and each person continuing as a Director and each person
who currently serves as an Executive Officer of the Fund, including his
beneficial ownership of Common Stock of the Fund. All of the information is as
of December 31, 1996. All of the Directors and Executive Officers of the Fund
have served the Fund in the capacities listed since 1987, except as follows: The
Baron Hottinger was Chairman of the Board of Directors of the Fund from 1987 to
1989 and Mr. Paul Hottinguer was elected Chairman in 1989. Mr. Claude
Mosseri-Marlio was first elected as a Director by the Board of Directors in
March 1993 to fill a vacancy on the Board. He was elected to a full three year
term as a Class III Director by the Stockholders
-3-
<PAGE>
at the 1994 Annual Meeting. Mr. Alexandre de Takacsy and Mr. Donald M.
Wilkinson, Jr. resigned as Class I and Class III Directors, respectively, on
February 8, 1994 and the Board determined not to fill the vacancy for the
unexpired portion of the term of each such former Director at that time. On
September 21, 1995, the Board determined to fill the vacancies created by the
resignations of Messrs. de Takacsy and Wilkinson by electing Mr. Claude W. Frey
and Stephen K. West, Esq. as their respective successors. Mr. Rodolphe E.
Hottinger was elected Executive Vice President and Chief Operating Officer on
May 17, 1994. Mr. Rudolf S. Millisits was elected Vice President on September
21, 1995. Mr. Richard A. Brealey and Henry B. Hyde, Esq. resigned as Class I and
Class III Directors, respectively, on May 15, 1996 and the Board determined not
to fill the vacancy for the unexpired portion of the term of each such former
Director at that time. Mr. Brian C. Nelson resigned as Vice President on
September 18, 1996 and the Board elected Mr. Scott J. Liotta to fill the vacancy
for the unexpired portion of Mr. Nelson's term of office. Mr. Georges L. de
Montebello, President and Chief Investment Officer of the Fund since August 1987
died on December 11, 1996. Mr. Rodolphe E. Hottinger was elected Acting
President on December 12, 1996.
-4-
<PAGE>
Class III Directors
(Whose Terms Will Expire in 2000)
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1996(1)
---- --- ---- ---------------------- -------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
*Mr. Paul Hottinguer 54 Chairman, General Partner: Hottinger & Cie (Zurich) 45,505(2)
Hottinger & Cie Director and and Hottinguer & Cie (Paris) from 1969 to
Dreikonigstrasse 55 Chief 1990; President: Gaspee (real estate) since
8027 Zurich Executive 1992, Financiere Hottinguer (holding
Switzerland Officer company) since 1990, Financiere Provence
Participations (venture capital firm) since
1990, Drouot Securite since 1986,
Hottinguer Gestion (Luxembourg) (investment
advisor) since 1991, Hottinger International
Fund - "U.S. Growth Fund" (publicly held
Luxembourg mutual fund), ECU Invest Sicav
(publicly held Luxembourg mutual fund);
Vice-President and Managing Director: Banque
Hottinguer (Paris) since 1990, Societe pour
le Financement de Bureaux et d'Usines
Sofibus (real estate) since 1982; Managing
Director: Intercom (holding company) since
1984; Administrator: Investissement
Hottinguer S.A. since 1989, Finaxa
(Compagnie Financiere Drouot) since 1982,
Alpha Assurances-Vie since 1992; Permanent
Representative: Hottinguer Finance to
Ecofia, Banque Hottinguer to Provence
International (publicly held French mutual
fund), Banque Hottinguer to PPC, Banque
Hottinguer to Croissance Britannia, Banque
Hottinguer to Hottinguer Gestion, Banque
Hottinguer to Harwanne Allemagne; Chairman
of the Board: Strategic Committee of Norwich
Union (France); Member of the Board: Conseil
de Surveillance of EMBA N.V.; Vice Chairman
of the Board, Director and Member of
Investment Committee: Hottinger Capital
Corp.
- ----------------------------------------------------------------------------------------------------------------------
Mr. Claude Mosseri- 66 Director Financial consultant, portfolio management 2,854
Marlio since 1982; Managing Director: Winthrop
6 bis rue du Cloitre Laboratories 1979-1982; Managing
Notre-Dame Director - Europe, Middle East and Africa:
75004 Paris, France Mallinckrodt, Inc., 1975-1978.
- ----------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq. 68 Director and Partner: Sullivan & Cromwell from 1964 3,000
Sullivan & Cromwell Counsel to through 1996; Of Counsel: Sullivan &
125 Broad Street Non- Cromwell since January 1, 1997; Director:
New York, NY 10005 Interested Pioneer Funds; AIM Management Group
Directors Inc.; Winthrop Focus Funds; ING America
Holdings, Inc. since 1996.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE>
Class I Directors
(Whose Terms Will Expire in 1998)
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1996(1)
---- --- ---- ---------------------- -------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Eric R. Gabus 69 Director, Chairman: L'Express Communication 3,000
St. Dominique Vice (Neuchatel); Director: Sopad-Nestle (Paris)
1815 Clarens Chairman from 1982 to 1993; Member of the
Switzerland (Non- Foundation Yehudi Menuhin, Art Law
Officer) Center, Centre Europeon de la Culture, Pro
C.I.C.R; Deputy Chairman: Credit Suisse
First Boston (London) from 1982 to 1986;
General Manager: Nestle S.A. from 1969 to
1982.
- ----------------------------------------------------------------------------------------------------------------------
Claude W. Frey 53 Director President of the Swiss Parliament (1994- 0
Clos 108 1995); Member of the Swiss Parliament
2012 Auvernier since 1979; Chairman of the Board:
Switzerland Federation of Swiss Food Industries since
1991; Association of Swiss Chocolate
Manufacturers since 1991; Swiss
Association of Biscuits and Sugar
Confectioners Industries since 1991;
Director: Federation of Swiss Employers'
Associations since 1995.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Class II Directors
(Nominees for Terms Expiring in 1999)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mr. Jean-Louis 80 Director President: Sulzer Infra from 1981 to 1991; 4,000
Gillieron Director: Credit Parisien and Finter Bank
La Forest (France) from 1981 to 1991; President:
45700 Montcresson George Fischer (France) from 1971 to
France 1981; Director: Camille Bauer (France).
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1996(1)
---- --- ---- ---------------------- -------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
*The Baron Hottinger 62 Director General Partner: Hottinger & Cie (Zurich); 45,505(2)
Hottinger & Cie President: Banque Hottinguer & Cie (Paris),
Dreikonigstrasse 55 Sofibus SA (real estate); Vice President and
8027 Zurich Director: Financiere Hottinguer (holding
Switzerland company); Administrator: Investissement
Hottinguer S.A. (holding company), AXA, AXA
Assurances IARD, UNI Europe Assurances, AXA
Assurances Vie, UNI Europe Vie, Alpha
Assurances Vie, Finaxa, Hottinger
International Fund - "U.S. Growth Fund"
(publicly held Luxembourg mutual fund), ECU
Invest (publicly held Luxembourg mutual
fund), Hottinguer Gestion (Luxembourg)
(investment advisor); Director: Alliance
Capital Management Corp., Donaldson, Lufkin
& Jenrette, Inc. (NY); Auditor: Didot
Bottin, Caisse d'Escompte du Midi,
Financiere Provence de Participations (FPP)
(venture capital); Managing Director:
Intercom (holding company), Sofides (real
estate); Permanent Representative of Banque
Hottinguer to I.F.D. (Investissement Finance
et Developement), AXA to AXA Millesime and
Axiva, and of Cie Financiere SGTE to
Schneider S.A.; Vice President: Gaspee (real
estate); Chairman of the Board: AXA Belgium;
Member of the Board: Conseil de Surveillance
of EMBA N.V. (holding company); Chairman of
the Board and Director: Hottinger Capital
Corp.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1996(1)
---- --- ---- ---------------------- -------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel B. Witt, III, 61 Director Senior Vice President and General Counsel: 1,403
Esq. Stateside Associates, Inc. since August,
Stateside Associates, 1993; Samuel B. Witt, III, Attorney-at-
Inc. Law, since August, 1993; Partner:
2300 Clarendon Blvd. Womble Carlyle Sandridge & Rice from
Suite 407 June, 1989 to August, 1993; Assistant
Arlington, Virginia Secretary: Fortune Technologies, Inc. from
22201-3367 1990 until December, 1993; Trustee: The
Williamsburg Investment Trust since 1989;
Member, Board of Visitors: Virginia
Military Institute since July, 1994; Director
and Secretary: Stateside Associates, Inc.
since 1989 and Global Energy Management
Company, Inc. since 1991; Director:
Decision Point Marketing, Inc. from 1990
through 1996, U.S. Games from October
1994 through September 1996 and
Grossman's Inc. since December 1996;
Vice President and Special Counsel: R.J.R.
Nabisco, Inc. from June, 1988 to June,
1989; Vice President and Associate General
Counsel: R.J.R. Nabisco, Inc. from
February, 1988 to June, 1988; Associate
General Counsel: R.J.R. Nabisco, Inc. from
November, 1986 to June, 1988; Vice-
President, General Counsel and Secretary:
R.J. Reynolds Tobacco Company from
August, 1981 to November, 1986.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Executive Officers
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1996(1)
---- --- ---- ---------------------- -------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
*Mr. Rodolphe E. 40 Acting Director: Banque Hottinguer & Cie (Paris) 45,505(2)
Hottinger President and since 1990, Sofibus SA (real estate), AXA
Hottinger & Cie Chief Reassurance, USA, Infra 2000 (Neuchatel),
3 Place des Bergues Operating and Rathbone PLC (Suisse); Managing
C.P. 395 Officer Partner: Hottinger & Cie (Zurich) since
CH-1201 Geneva 1987; Partner: Hottinger & Cie (Zurich)
Switzerland since 1987 (responsible for daily operations
since 1992) and Banque Hottinger & Cie
(Paris) from 1987 to 1990; President:
Hottinger Brothers & Cie, Inc. from 1982 to
1987 and Emba, NV since 1990; Vice Chairman
of the Board, Director, Chief Executive
Officer and Member of Investment Committee:
Hottinger Capital Corp. since 1994; Vice
Chairman: Hottinger Zueri Valore since 1996;
Founding Member of Swiss chapter of the
Association for Investment Management and
Research and Member of the Swiss Association
of financial analysts and investment
advisors.
- ----------------------------------------------------------------------------------------------------------------------
*Mr. Rudolf S. 39 Vice Director: Hottinger Bank (Bahamas) Ltd. 500
Millisits President since 1996; Executive Vice President,
Hottinger Capital Portfolio Manager, Member of Investment
Corp. Committee and Chief Compliance Officer:
630 Fifth Avenue Hottinger Capital Corp. ("HCC") since
Suite 915 September 1994 (managed client accounts
New York, NY 10111 aggregating in excess of $268 million);
Assistant Secretary: HCC, since August
1995; Executive Vice President: Hottinger
U.S., Inc. since Sept. 1994 and Assistant
Secretary since August 1995; Vice
President and Portfolio Manager: Hottinger
& Cie (Zurich) since 1993 (managed client
accounts aggregating in excess of $100
million); Assistant Vice President and
Investment Advisor: Credit Suisse Geneva
(managed client accounts aggregating in
excess of $250 million).
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
Name with and Directorships Beneficially Owned
---- Age Fund During Past Five Years at Dec. 31, 1996(1)
--- ---- ---------------------- -------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
*Mr. Edward J. 53 Vice Principal, Alex. Brown & Sons 0
Veilleux President Incorporated since 1989; Executive Vice
Alex. Brown & Sons and President, Investment Company Capital
Incorporated Treasurer Corp. since 1987; Executive Vice
One South Street President, Alex. Brown Cash Reserve Fund
Baltimore, Maryland since 1987; Vice President, Armata
21202 Financial Corp. since 1991 and of Flag
Investors Funds since 1984.
- ----------------------------------------------------------------------------------------------------------------------
*Mr. Scott J. Liotta 31 Vice Vice President: Flag Investors Funds, ISI 0
Alex. Brown & Sons President Funds, and Alex. Brown Cash Reserve
Incorporated Fund since September 1996; Manager:
One South Street Fund Administration, Alex. Brown & Sons
Baltimore, Maryland Incorporated since July 1996; Manager and
21202 Foreign Markets Specialist: Putnam
Investments Inc., April 1994 to July 1996
(responsible for all foreign market
registration for each fund managed by Putnam
Investments Inc.); Supervisor: Brown
Brothers Harriman & Co., August 1991 to
April 1994 (supervised team of 12 account
representatives responsible for day-to-day
operations of both custody and fund
accounting for large mutual fund complex).
- ----------------------------------------------------------------------------------------------------------------------
*Paul R. Brenner, Esq. 54 Secretary Counsel, Christy & Viener (General 5,077
700 White Plains Road Counsel to the Fund) since July 1996; Paul
Suite 223 R. Brenner, Attorney-at-Law since June
Scarsdale, New York 1993; Counsel to the Fund since May
10583 1994; Partner: Kelley Drye & Warren,
1977 to 1993.
- ----------------------------------------------------------------------------------------------------------------------
*Mr. Joseph A. Finelli 39 Assistant Vice President: Alex. Brown & Sons 0
Alex. Brown & Sons Treasurer Incorporated and Investment Company
Incorporated Capital Corp. since September 1995 and
One South Street Delaware Management Company Inc., 1980
Baltimore, Maryland to August 1995; Vice President and
21202 Treasurer: The Delaware Group of Funds,
1980 to August 1995.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------------------
1 All Directors and Executive Officers as a group (10 persons) owned
65,339 shares, which constitutes less than 1% of the outstanding Common
Stock of the Fund. Share numbers in this proxy statement have been
rounded to the nearest whole share.
2 Hottinger & Cie (Zurich), a partnership, owns 31,568 shares of the Fund
and Hottinger Capital Corp., the Fund's Investment Advisor, owns 13,937
shares of the Fund. Paul Hottinguer and The Baron Hottinger are
brothers, and Rodolphe E. Hottinger is the son of The Baron. Paul
Hottinguer, The Baron Hottinger and Rodolphe E. Hottinger are
controlling partners of Hottinger & Cie (Zurich) and controlling
shareholders and directors of Hottinger Capital Corp. and therefore
share voting and investment power in connection with the 45,505 shares
of the Fund owned by Hottinger & Cie (Zurich) and Hottinger Capital
Corp.
-10-
<PAGE>
The Executive Officers of the Fund are elected annually by the Board of
Directors at its Annual Meeting following the Annual Meeting of Stockholders.
The Board of Directors has an Audit Committee whose current members are
Messrs. Gillieron, West and Witt. The Audit Committee makes recommendations to
the full Board with respect to the engagement of independent accountants and
reviews with the independent accountants the plan and results of the audit
engagement. The Audit Committee held four meetings during the past calendar
year. The Board of Directors also has a Nominating Committee whose current
members are Messrs. Frey, Gabus and Mosseri-Marlio. The principal function of
the Nominating Committee is to recommend to the Board nominees for election as
Directors. The Nominating Committee held a meeting on March 13, 1997 to
recommend to the Board of Directors the nominees for Class III Directors to be
elected at the 1997 Annual Meeting. The Nominating Committee will consider
nominees recommended by Stockholders if such recommendations are in writing and
received by the Fund by the deadline for Stockholder proposals for the next
Annual Meeting of Stockholders. Any such recommendations should be submitted to:
Secretary, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York,
New York 10111. The Board of Directors does not have a Compensation Committee.
During the calendar year 1996, the Board of Directors met four times.
Each incumbent Director attended at least 75% of the aggregate of (i) the total
number of Meetings of the Board of Directors and, (ii) the total number of
Meetings held by all Committees of the Board on which he served.
Each Director who is not an interested person (as such term is defined
in the 1940 Act) of the Fund or its investment advisor (each, a "non-interested
Director") is currently paid an annual fee of approximately $7,750, plus $750
for each Meeting of the Board of Directors attended and $750 for each Committee
Meeting attended, if held separately. The Chairman of the Audit Committee
receives an annual fee of approximately $8,500 (in lieu of the approximate
$7,750 annual fee paid to other non-interested Directors), plus the same $750
meeting fee paid to the other non-interested Directors. The annual fee of
non-interested Directors (including the annual fee paid to the Chairman of the
Audit Committee) is adjusted
- -----------------------------------
* Indicates "Interested Person", as defined in the Investment Company Act
of 1940 (the "1940 Act"). Paul Hottinguer and The Baron Hottinger are
brothers and Rodolphe E. Hottinger is the son of The Baron. Paul
Hottinguer, The Baron Hottinger and Rodolphe E. Hottinger are
"Interested Persons" because of their affiliation with Hottinger & Cie
(Zurich) and Hottinger U.S., Inc., controlling persons of Hottinger
Capital Corp. ("HCC"), the Fund's Investment Advisor; Rodolphe E.
Hottinger is also an "Interested Person" because he is Acting President
of the Fund; Rudolf S. Millisits is an "Interested Person" because he
is Vice President of the Fund and because of his affiliation with HCC;
Edward J. Veilleux is an "Interested Person" because he is Vice
President and Treasurer of the Fund; Scott J. Liotta is an "Interested
Person" because he is Vice President of the Fund; Joseph A. Finelli is
an "Interested Person" because he is Assistant Treasurer of the Fund;
and Paul R. Brenner is an "Interested Person" because he is Secretary
of and Counsel to the Fund, Counsel to HCC and is Counsel to Christy &
Viener, which serves as General Counsel for the Fund.
-11-
<PAGE>
annually, as of each October 1, by the adjustment in the Consumer Price Index
"All Items Price Index -- National", for the preceding twelve month period. In
addition, the Fund reimburses such Directors for certain out-of-pocket expenses,
such as travel expenses in connection with Board Meetings. During the year ended
December 31, 1996, all incumbent non-interested Directors as a group were
entitled to receive from the Fund aggregate remuneration amounting to $69,500.31
and individual remuneration (exclusive of reimbursed expenses), as follows:
<TABLE>
<CAPTION>
Pension Or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued As Annual From Fund and
Name of Person Compensation Part Of Fund Benefits Upon Fund Complex
& Position From Fund Expenses Retirement Paid To Directors
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Claude W. Frey, Director $10,745.16 $0 $0 $10,745.16
- ----------------------------------------------------------------------------------------------------------------------
Eric R. Gabus, Director $13,745.16 $0 $0 $13,745.16
- ----------------------------------------------------------------------------------------------------------------------
Jean-Louis Gillieron, Director $13,745.16 $0 $0 $13,745.16
- ----------------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio, Director $0* $0 $0 $0
- ----------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq., Director $13,745.16 $0 $0 $13,745.16
- ----------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq. $17,519.67 $0 $0 $17,519.67
- ----------------------------------------------------------------------------------------------------------------------
TOTAL REMUNERATION: $69,500.31 $0 $0 $69,500.31
========== == == ==========
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
*Mr. Mosseri-Marlio waived his right to receive compensation from the Fund for
services rendered during 1996.
No other Director of the Fund received compensation from the Fund, and no
Executive Officer of the Fund received aggregate compensation from the Fund for
the most recently completed fiscal year in excess of $60,000. Accordingly, these
persons have been omitted from the compensation table set forth above.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Fund's Directors,
its Executive (and certain other) Officers, its Investment Advisor and
affiliated persons of its Investment Advisor and any other persons beneficially
owning more than ten percent of the Fund's common stock are required to report
their ownership of the Fund's common stock and any changes in that ownership to
the Fund, the Securities and Exchange Commission and the New York Stock
Exchange. Specific due dates for these reports have been established and the
Fund is required to report in this proxy statement any failure to file by these
dates during 1996. Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Fund during its most
-12-
<PAGE>
recent fiscal year, Forms 5 and amendments thereto furnished to the Fund with
respect to its most recent fiscal year and written representations received from
such persons, all of these requirements appear to have been satisfied by such
persons during 1996.
Security Ownership of Certain Beneficial Owners
As of December 31, 1996, no Stockholder, to the knowledge of
management, beneficially owned more than 5% of the outstanding stock of the
Fund.
Information About the Investment Advisory Agreement and the Investment Advisor
At the Annual Meeting of Stockholders held on May 10, 1988, the
Investment Advisory Agreement between the Fund and Hottinger Capital Corp.
("HCC") was approved by the Stockholders for the period ending August 17, 1989.
The Investment Advisory Agreement was unanimously approved by the Board of
Directors of the Fund, including a majority of the Directors who were not
parties to the Investment Advisory Agreement or interested persons of the
Investment Advisor annually from 1989 through 1993 for one year periods ending
in August of the year following approval. At a Special Meeting of Stockholders
held on February 8, 1994, the Investment Advisory Agreement was approved by the
Stockholders for the period ending August 17, 1995. The Investment Advisory
Agreement was unanimously approved by the Board of Directors of the Fund,
including a majority of the Directors who were not parties to the Investment
Advisory Agreement or interested persons of the Investment Advisor, in 1995 and
1996 for one year periods ending in August of the year following approval. In
making their decisions, the Directors considered information relating to, among
other things, the nature, quality and scope of the services to be provided to
the Fund by HCC and comparative data with respect to advisory and management
fees paid by other closed-end funds that invest primarily in securities of
foreign issuers of a specified foreign country or foreign region; the fees paid
to HCC; the financial condition of HCC; and the continuity of management and
operations of HCC.
HCC, whose principal office is located at 630 Fifth Avenue, Suite 915,
New York, New York 10111, is a corporation organized under the laws of the State
of Delaware, and is 100% owned by the Hottinger Group. Hottinger & Cie (Zurich),
Dreikonigstrasse 55, 8027 Zurich, Switzerland, provides a full range of
investment services for its customers, which services include international
portfolio management and corporate finance. Hottinger & Cie (Zurich) is a
partnership whose partners are The Baron Hottinger, Paul Hottinguer, Rodolphe
Hottinger and Frederic Hottinger. Hottinger U.S. is indirectly owned by a
corporation of which The Baron Hottinger, Paul Hottinguer and Rodolphe E.
Hottinger own a greater than 70% interest.
Certain information regarding the directors and principal executive
officers of HCC as of December 31, 1996 (except as otherwise noted) is set forth
below.
-13-
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position with HCC Principal Occupation
---------------- ----------------- --------------------
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Baron Hottinger Chairman of the Board and General Partner, Hottinger
Hottinger & Cie Director & Cie (Zurich); President,
Dreikonigstrasse 55 Banque Hottinguer & Cie
8027 Zurich (Paris)
Switzerland
- ----------------------------------------------------------------------------------------------------------
Rodolphe E. Hottinger Vice Chairman of the Board, Managing Partner, Hottinger
Hottinger & Cie Director, Chief Executive & Cie (Zurich); Director,
3 Place des Bergues Officer, and Member of Banque Hottinguer & Cie
Geneva 1211 Investment Committee (Paris); President, Emba NV
Switzerland
- ----------------------------------------------------------------------------------------------------------
Paul Hottinguer Vice Chairman of the Board, General Partner, Hottinger
Hottinger & Cie Director and Member of & Cie (Zurich); Managing
Dreikonigstrasse 55 Investment Committee Director, Banque Hottinguer
8027 Zurich & Cie (Paris)
Switzerland
- ----------------------------------------------------------------------------------------------------------
Alexandre de Takacsy Acting President, Vice President, Hottinger U.S.,
Banque Hottinguer & Cie Chairman of the Board, Inc.; Senior Advisor to the
38 Rue de Provence Director and Secretary Hottinger Group
75009 Paris
France
- ----------------------------------------------------------------------------------------------------------
Rudolf S. Millisits Executive Vice President, Executive Vice President,
Hottinger Capital Corp. Portfolio Manager, Member Portfolio Manager, Member
630 Fifth Avenue of Investment Committee of Investment Committee
Suite 915 and Chief Compliance and Chief Compliance
New York, NY 10111 Officer Officer of Hottinger Capital
Corp. and the Fund
- ----------------------------------------------------------------------------------------------------------
Dieter Buchholz* Senior Vice President and Senior Vice President and
Hottinger & Cie Member of the Investment Member of the Investment
Dreikonigstrasse 55 Committee Committee of Hottinger
8027 Zurich Capital Corp.; First Vice
Switzerland President, Hottinger & Cie
(Zurich)
- ----------------------------------------------------------------------------------------------------------
Philippe Comby Vice President Vice President of Hottinger
Hottinger Capital Corp. Capital Corp.
630 Fifth Avenue
Suite 915
New York, NY 10111
- ----------------------------------------------------------------------------------------------------------
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Frederic Hottinger Director Director, Banque Hottinguer
Banque Hottinguer & Cie & Cie (Paris); General
38 Rue de Provence Partner, Hottinger & Cie
75009 Paris (Zurich)
France
- ----------------------------------------------------------------------------------------------------------
Philippe Hottinger Director Director, Banque Hottinguer
Banque Hottinguer & Cie & Cie (Paris)
38 Rue de Provence
75009 Paris
France
- ----------------------------------------------------------------------------------------------------------
Henri Stalder Director and Member of Director, Hottinger & Cie
Hottinger et Cie Investment Committee (Zurich); Member of
Dreikonigstrasse 55 Investment Committee of
8027 Zurich Hottinger Capital Corp.
Switzerland
- ----------------------------------------------------------------------------------------------------------
Thomas O. Mueller** Treasurer Treasurer, Wilkinson
Hottinger Capital Corp. O'Grady & Co., Inc.
520 Madison Avenue
New York, NY 10022
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*Mr. Buchholz joined the Hottinger Group in 1996 and currently has investment
responsibility for funds under management in excess of $350 million. Prior to
joining the Hottinger Group, Mr. Buchholz served in various capacities with Bank
Julius Baer, Zurich, Switzerland (and its affiliates) since 1987, including
serving as a financial analyst, member of investment policy committees and
having investment responsibilities for funds under management in excess of $400
million.
**Mr. Mueller resigned as Treasurer of HCC on January 22, 1997. On January 30,
1997 Mr. Philippe Comby was elected to succeed Mr. Mueller.
Terms of the Investment Advisory Agreement
Under the Investment Advisory Agreement, HCC, subject to the
supervision of the Fund's Board of Directors and in accordance with the Fund's
investment objectives, policies and restrictions, determines securities suitable
for investment by the Fund, makes investment decisions and places purchase and
sale orders. The services of HCC to the Fund are not exclusive, it being free to
render investment advisory services to others.
The Investment Advisory Agreement provides that the Fund will pay to
HCC an advisory fee at an annual rate of 1.00% of the Fund's month-end net
assets up to $60 million, 0.90% of such assets between $60 million and $100
million, 0.80% of such assets between
-15-
<PAGE>
$100 million and $200 million and 0.70% of such assets in excess of $200
million, computed and payable at the end of each calendar month. For the year
ended December 31, 1996, HCC received advisory fees totaling $2,518,700.00 which
represents an approximate rate of .82% of the Fund's average weekly net assets
for the year. The advisory fee is higher than that charged to most other
investment companies of comparable size which invest in U.S. securities but is
generally comparable to fees paid by other investment companies that invest
primarily in securities of foreign issuers of a specified foreign country or
foreign region.
The Investment Advisor will not be liable for any error of judgment or
for any loss suffered by the Fund in connection with matters relating to the
Investment Advisory Agreement. The Investment Advisor, however, will be liable
for a loss resulting from willful misfeasance, bad faith or gross negligence in
the performance of, or from reckless disregard of, its obligations and duties
under the Investment Advisory Agreement. The Investment Advisor will be liable
for any loss resulting from a breach of fiduciary duty with respect to receipt
of compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the 1940
Act).
The Investment Advisory Agreement provides that the Investment Advisor
will bear all expenses of its employees and overhead incurred by it in
connection with its duties thereunder. The Investment Advisor pays all salaries
and fees of the Fund's Directors and Officers who are interested persons (as
such term is defined in the 1940 Act) other than the salaries and fees of the
employees of the Fund's Administrator or legal counsel. The Fund bears all of
its own expenses, including but not limited to the following: fees and
out-of-pocket travel expenses of the Fund's non-interested Directors and other
expenses incurred by the Fund in connection with meetings of the Fund's Board of
Directors and committees thereof; interest expenses; taxes and governmental
fees; brokerage commissions incurred in acquiring or disposing of the Fund's
portfolio securities; membership dues to professional organizations; allocable
premiums for fidelity bond and liability insurance coverages; expenses of
preparing stock certificates; expenses in connection with the issuance,
offering, distribution, sale or underwriting of securities issued by the Fund;
expenses of registering and qualifying the Fund's shares for sale with the
Securities and Exchange Commission and in various states and foreign
jurisdictions; charges and expenses of the Fund's legal counsel and independent
accountants; custodian, dividend disbursing and transfer agent expenses;
expenses of obtaining and maintaining stock exchange listings of the Fund's
shares; and the expenses of Stockholders' Meetings and preparing and
distributing proxies and reports to Stockholders.
Information about the Administrator
The Administrator of the Fund is Investment Company Capital
Corp., One South Street, Baltimore, Maryland 21202.
-16-
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
The primary objective in placing orders for the purchase and sale of
securities for the Fund's portfolio is to obtain the best price together with
efficient execution, taking into account such factors as commission, size of
order, difficulty of execution and skill required of the broker. Brokerage
commission rates in Switzerland are negotiable. Purchase and sale orders may be
executed with any number of banks and brokers. The Fund may place brokerage
orders with Hottinger & Cie (Zurich). The Fund's policy requires that
commissions paid to Hottinger & Cie (Zurich) be reasonable and fair compared
with commissions received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold during a
comparable period of time. The Fund cannot engage in principal transactions with
Hottinger & Cie (Zurich).
During the year ended December 31, 1996, the Fund incurred aggregate
brokerage commissions of 346,121 Swiss Francs (approximately $258,627.00). Of
such amount, the Fund paid brokerage commissions to Hottinger & Cie (Zurich)
amounting to 67,596 Swiss Francs (approximately $50,509.00) which constituted
19.50% of the Fund's aggregate brokerage commissions. Of the Fund's aggregate
Swiss Franc amount of transactions involving the payment of commissions, 24.91%
were effected through Hottinger & Cie (Zurich). (All dollar equivalents
contained herein were computed on the basis of $0.7472 per Swiss Franc, the rate
of exchange on December 31, 1996.)
Subject to best execution, orders may be placed with banks and brokers,
other than Hottinger & Cie (Zurich), who supply research, market and statistical
information (i.e., persons who provide brokerage and research services as
provided in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended)
to the Fund and HCC. The Fund's commissions to such banks and brokers may not
always represent the lowest obtainable commission rates, although they must be
reasonable in relation to the benefits received. Research provided by others may
be used by HCC in advising other clients. Conversely, if such information is
provided to HCC by banks and brokers through whom their other clients effect
securities transactions, such information may be useful to them in providing
services to the Fund. Although research from banks and brokers may be useful to
HCC, it will be only supplementary to its own efforts. For the calendar year
ended December 31, 1996, transactions in portfolio securities of the Fund
totaling 101,357,195 Swiss Francs (approximately $75,735,780.00) with associated
brokerage commissions of approximately 278,525 Swiss Francs (approximately
$208,119.00) were allocated to persons or firms supplying investment information
and research to HCC.
The Fund's Audit Committee and Board of Directors reviews periodically
the brokerage commissions paid by the Fund to determine if the commissions paid
over representative periods of time were reasonable in relation to the benefits
realized by the Fund.
The rate of portfolio turnover for the year ended December 31, 1996 was
approximately 19%.
-17-
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
(Proposal 2)
A majority of the members of the Board of Directors who are
non-interested Directors of the Fund have selected Deloitte & Touche LLP ("D&T")
as independent auditors for the Fund for the calendar year ending December 31,
1997. That firm, or a predecessor firm, has served as independent auditors for
the Fund since 1987. A representative of D&T is expected to be present at the
Meeting to answer appropriate questions concerning the Fund's financial
statements and will have an opportunity to make a statement if he chooses to do
so. It is intended that the persons named in the accompanying Proxy will vote
FOR ratification of the selection of D&T as independent auditors. Although the
submission of this matter to the Stockholders is not required by law, if this
appointment is not ratified by the Stockholders, the Board of Directors will
reconsider its selection of independent auditors.
Required Vote
The selection of the independent auditors will be ratified if approved
by a majority of shares present in person or represented by proxy at the Meeting
and entitled to vote thereon. Abstentions will have the same practical effect as
a negative vote. Broker non-votes will not be included in vote totals and will
have no effect on the outcome of the vote.
The Board of Directors recommends a vote FOR Proposal 2.
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
properly 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 interest of the Fund.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual
Meeting of Stockholders in 1998 must be received by the Fund on or before
December 2, 1997, in order to be included in the Fund's proxy statement and form
of proxy relating to that Meeting. Any such proposals should be submitted in
writing to: Secretary, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite
915, New York, New York 10111.
-18-
<PAGE>
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection
with this solicitation will be borne by the Fund. In addition to the use of
mails, proxies may be solicited personally by regular employees of the Fund or
HCC or by agents of the Fund or by telephone or telegraph. Brokerage houses,
banks and other fiduciaries may be requested to forward proxy solicitation
material to their customers to obtain authorization for the execution of
proxies, and they will be reimbursed by the Fund for out-of-pocket expenses
incurred in this connection.
VOTING RESULTS
The Fund will advise the Stockholders of the voting results of the
matters voted upon at the Annual Meeting in the 1997 Semi-Annual Report to
Stockholders.
ANNUAL REPORT
The Fund will furnish, without charge, a copy of the Annual Report and
the most recent Semi-Annual Report to any Stockholder upon request addressed to
Rudolf S. Millisits, Vice President, The Swiss Helvetia Fund, Inc., 630 Fifth
Avenue, Suite 915, New York, New York 10111 (toll free telephone number:
1-888-794-7700).
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT TO THE FUND.
Paul R. Brenner
Secretary
Dated: April 1, 1997
-19-
<PAGE>
[SIDE ONE]
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
New York, New York 10111-0001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE SWISS HELVETIA FUND, INC. PURSUANT TO A SEPARATE
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT,
DATED APRIL 1, 1997, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED
The undersigned hereby appoints Paul R. Brenner and Edward J. Veilleux
as Proxies, each with the power of substitution, and hereby authorizes each of
them to represent and to vote, as designated below, all the shares of common
stock of The Swiss Helvetia Fund, Inc. held of record by the undersigned on
March 25, 1997 at an Annual Meeting of Stockholders to be held at The Drake
Swissotel, Empire Suite, 440 Park Avenue, New York, NY 10022 on May 14, 1997, or
any adjournment thereof.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. ELECTION OF DIRECTORS |_| For all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the contrary (to vote for all nominees listed
below) below)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(INSTRUCTION: To withhold authority for any individual nominee strike a
line through the nominee's name on the list below).
Class III Directors: Paul Hottinguer, Claude Mosseri-Marlio and Stephen
K. West, Esq.
2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as
independent auditors for the year ending December 31, 1997.
|_| FOR |_| AGAINST |_| ABSTAIN
3. To consider and act upon any other business as may properly come before the
Meeting or any adjournment thereof.
(Continued, and to be signed on the reverse side)
<PAGE>
[SIDE TWO]
(Continued from other side)
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy will
be voted FOR Proposals 1 and 2.
The undersigned hereby revokes any proxy or proxies heretofore given
and ratifies and confirms all that the proxies appointed hereby, or either one
of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof. Both of said proxies or their substitutes who shall be present and act
at the meeting, or if only one is present and acts, then that one, shall have
and may exercise all of the powers hereby granted to such proxies.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO THE FUND.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please provide the
full name of the corporation and
the signature of the authorized
officer signing on its behalf and
the corporate seal affixed.
Dated: , 1997
----------------------
Name of Corporation (if applicable)
-----------------------------------
(By)
-------------------------------
(Signature)
