<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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 240.14a-11(c) or 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)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / 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 Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
(212) 332-7930
March 30, 1998
Dear Stockholder:
Enclosed you will find a Notice and Proxy Statement for the Annual Meeting of
Stockholders of The Swiss Helvetia Fund, Inc. to be held on Tuesday, May 12,
1998. The matters on which you, as a Stockholder of the Fund, are being
requested to vote are (1) the election of two Class I Directors to serve for a
three-year term, (2) ratification of the selection of Deloitte & Touche LLP as
the Fund's independent public auditors for the calendar year ending December
31, 1998, (3) approval of an Agreement of Merger reincorporating the Fund, a
Delaware corporation, under the laws of the State of Maryland, and (4)
approval of a change in the Fund's Fundamental Restrictions to authorize the
Fund to engage in securities lending with respect to its portfolio assets to
the extent permitted by the Investment Company Act of 1940.
AFTER REVIEWING EACH MATTER CAREFULLY, THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE "FOR" EACH OF THE PROPOSALS.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE TAKE A FEW MINUTES TO REVIEW THIS MATERIAL, CAST YOUR VOTE ON THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR
PROMPT RESPONSE IS NEEDED TO AVOID FOLLOW UP MAILINGS WHICH WOULD INCREASE
COSTS PAID BY ALL STOCKHOLDERS.
The Fund has retained Shareholder Communications Corporation, a professional
proxy solicitation firm, to assist the Stockholders in the voting process. If
we have not received your Proxy as the Meeting date approaches, you may
receive a telephone call from Shareholder Communications Corporation reminding
you to vote your shares.
Thank you very much for your assistance.
Sincerely yours,
/s/ Paul Hottinguer /s/ Rodolphe E. Hottinger
Chairman and Chief Executive Officer President and Chief Operating Officer
<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1998
----------------------------------------
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 12,
1998 at The Rockefeller Club Conference Center, 30 Rockefeller Plaza, 64th
Floor, Center Suites B & C, New York, New York 10112, for the following
purposes:
1. To elect two Class I Directors to serve for a three-year term.
2. To ratify the selection by the Board of Directors of Deloitte &
Touche LLP as independent public auditors for the calendar year ending
December 31, 1998.
3. To consider and act upon a proposal to change the Fund's state of
incorporation from Delaware to Maryland by means of a merger of the Fund
into a wholly-owned Maryland subsidiary.
4. To consider approval of a change in the Fund's Fundamental
Restrictions to authorize the Fund to engage in securities lending with
respect to its portfolio assets to the extent permitted by the Investment
Company Act of 1940.
5. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 23,
1998 as the record date for the determination of Stockholders entitled to
notice of and to vote at the Meeting or any adjournments thereof.
<PAGE>
You are cordially invited to attend the Meeting. Stockholders who do
not expect to attend the Meeting in person are requested to complete, date and
sign the enclosed form of Proxy and return it promptly in the envelope
provided for that purpose. The enclosed Proxy is being solicited by the Board
of Directors of the Fund.
By order of the Board of Directors.
Paul R. Brenner
Secretary
Dated: March 30, 1998
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.
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<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
Annual Meeting of Stockholders
May 12, 1998
PROXY STATEMENT
INTRODUCTION
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 12, 1998 at The Rockefeller Club Conference Center,
30 Rockefeller Plaza, 64th Floor, Center Suites B & C, New York, New York
10112. 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 Proposals. 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, majority or super-majority required.
The Board of Directors has fixed the close of business on March 23, 1998
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 12,321,016 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 March 30, 1998.
As of December 31, 1997 no Stockholder, to the knowledge of management,
other than the President and Fellows of Harvard College, beneficially owned
more than 5 percent of the Fund's outstanding shares of Common Stock. The
President and Fellows of Harvard College owned 799,800 shares of Common Stock
representing 6.5 percent of the Fund's outstanding shares as of such date.
-3-
<PAGE>
Management of the Fund knows of no business other than that mentioned in
Proposals (1) through (5) of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed Proxy to vote in accordance
with their best judgment.
The Fund will furnish, without charge, a copy of its Annual Report for
its fiscal year ended December 31, 1997 to any Stockholder requesting such
Report. Requests for the Annual Report should be made in writing to The Swiss
Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111,
Attention: Rudolf Millisits, or by telephoning the Fund's toll free telephone
number:
1-888-794-7700.
The date of this Proxy Statement is March 30, 1998.
-4-
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
The Fund's Certificate of Incorporation 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 I directors were elected in 1995 to serve until the Annual
Meeting in 1998. Thus, the Class I nominees, Messrs. Eric R. Gabus and Claude
W. Frey, 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 2001, 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 two
Class I nominees listed below. Each Class I 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 I nominees is
currently a member of the Board of Directors. While both nominees are foreign
nationals which would normally create greater difficulty for service of
process, all Directors and officers of the Fund have submitted to service of
process in the United States by service on the Fund, 630 Fifth Avenue, Suite
915, New York, New York 10111.
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 OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 1 TO ELECT
THE TWO NOMINEES AS CLASS I DIRECTORS.
Certain Information Concerning Directors and Executive Officers
The following table sets forth 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, 1997.
-5-
<PAGE>
Class I Directors
(Nominees for Terms Expiring in 2001)
<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, 1997(1)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Eric R. Gabus 70 Director since Chairman: L'Express Communication 0
St. Dominique 1987, Vice (Neuchatel); Director: Sopad-Nestle
1815 Clarens Chairman (multinational) from 1982 to 1993;
Switzerland (Non-Officer) Member of the Foundation Yehudi
since 1994 Menuhin, Art Law 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.
(multinational) from 1969 to 1982.
- - ---------------------------------------------------------------------------------------------------------------------------------
Claude W. Frey 54 Director since President of the Swiss Parliament (1994- 500
Clos 108 1995 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; Vice
Chairman: Federation of Swiss Employers'
Associations since 1997.
- - ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-6-
<PAGE>
Class II Directors
(Whose Terms Will Expire in 1999)
<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, 1997(1)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Jean-Louis Gillieron 81 Director since President: Sulzer Infra (multinational) from 4,030
La Forest 1987 1981 to 1991; Director: Credit Parisien and
45700 Montcresson Finter Bank (France) from 1981 to 1991;
France President: George Fischer (France) from
1971 to 1981; Director: Camille Bauer
(France).
- - ---------------------------------------------------------------------------------------------------------------------------------
The Baron Hottinger(2) 63 Director since General Partner: Hottinger & Cie (Zurich); 46,2603
Hottinger & Cie 1987, President: Conseil de Surveillance Credit
Dreikonigstrasse 55 Chairman of Suisse/Hottinguer (Paris), Sofibus (Paris)
8027 Zurich the Board of (real estate); Vice President and Director:
Switzerland Directors and Financiere Hottinguer (holding company);
Chief Member: Conseil de Surveillance AXA-
Executive UAP; Administrator: Investissement
Officer, 1987 Provence S.A. (holding company), AXA,
to 1989 AXA Assurances IARD, AXA Courtage
IARD, AXA Courtage VIE, AXA
Assurances Vie, AXA France Assurances,
Alpha Assurances Vie, Finaxa, Mofipar,
Hottinger International Fund - "U.S. Growth
Fund" (publicly held Luxembourg mutual
fund), ECU Invest (publicly held
Luxembourg mutual fund), Hottinguer
International Asset Management
(Luxembourg), Hottinger US (USA),
Hottinguer Gestion (Luxembourg)
(investment advisor); Director: 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: AXA-
UAP to AXA Millesime, 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>
Class II Directors
(Whose Terms Will Expire in 1999)
<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, 1997(1)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel B. Witt, III, Esq. 62 Director since Senior Vice President and General Counsel: 1,403
Stateside Associates, 1987 Stateside Associates, Inc. since August 1993;
Inc. Samuel B. Witt, III, Attorney-at-Law, since
2300 Clarendon Blvd. August 1993; Partner: Womble Carlyle
Suite 407 Sandridge & Rice from June 1989 to August
Arlington, Virginia 1993; Assistant Secretary: Fortune
22201-3367 Technologies, Inc. from 1990 until December
1993; Trustee: The Williamsburg Investment
Trust since 1989; Member and Vice
President, 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. from December 1996 until
April 1997; 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>
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, 1997(1)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Paul Hottinguer(2) 55 Chairman of General Partner: Hottinger & Cie (Zurich) 46,260(3)
Hottinger & Cie the Board of and Hottinguer & Cie (Paris) from 1969 to
Dreikonigstrasse 55 Directors and 1990; President: Gaspee (real estate) since
8027 Zurich Chief 1992, Financiere Hottinguer (holding
Switzerland Executive company) since 1990, Financiere Provence
Officer since Participations (venture capital firm) since
1989, 1990, Drouot Securite since 1986,
Director 1987 Hottinguer Gestion (Luxembourg)
to 1989 (investment advisor) since 1991, Hottinger
International Fund "U.S. Growth Fund"
(publicly held Luxembourg mutual fund)
until 1997; Member: Conseil de Surveillance
Credit Suisse Hottinguer since 1997; 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 (insurance)
since 1992; Permanent Representative: Credit
Suisse Hottinguer to Provence International
(publicly held French mutual fund), Credit
Suisse Hottinguer to PPC, Credit Suisse
Hottinguer to Croissance Britannia (investment
fund), Credit Suisse Hottinguer to Harwanne
Allemagne; Member of the Board of Directors:
Norwich Union (insurance), Conseil de
Surveillance of Emba NV (investment company);
Vice Chairman of the Board, Director and Member
of Investment Committee: Hottinger Capital Corp.
- - ---------------------------------------------------------------------------------------------------------------------------------
Mr. Claude Mosseri- 67 Director since Financial consultant, portfolio management 2,880
Marlio 1993 since 1982; Managing Director: Winthrop
6 bis rue du Cloitre Laboratories 1979-1982; Managing Director -
Notre-Dame Europe, Middle East and Africa:
75004 Paris, France Mallinckrodt, Inc., 1975-1978.
- - ---------------------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq. 69 Director since Partner: Sullivan & Cromwell from 1964 3,027
Sullivan & Cromwell 1995 and through 1996; Of Counsel: Sullivan & Cromwell
125 Broad Street Counsel to since 1997; Director: Pioneer Funds; AMVESCAP
New York, New York Non- PLC; Winthrop Focus Funds; ING America
10005 Interested Holdings, Inc.; Kleinwort Benson Australian
Directors Income Fund; First ING Life Insurance Company
since 1987 of New York.
- - ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-9-
<PAGE>
Executive Officers
<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, 1997(1)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Rodolphe E. 41 President and Director: Sofibus SA (real estate investment 46,605(3)
Hottinger(2) Chief Operating company), AXA Reinsurance, USA
Hottinger & Cie Officer since (reinsurance), Infra 2000 (Swiss tunnel
3 Place des Bergues 1997, Acting company), and Rathbone PLC (UK bank);
C.P. 395 President 1996 Partner: Hottinger & Cie (Zurich) since 1987
CH-1201 Geneva to 1997 and and Banque Hottinger & Cie (Paris) from 1987
Switzerland Executive Vice to 1990; President: Hottinger Brothers
President and & Cie, Inc. (broker/dealer) from 1982 to 1987
Chief Operating and Emba, NV (investment company) since
Officer 1994 to 1990; Vice Chairman of the Board, Director,
1996 Chief Executive Officer and Member of
Investment Committee: Hottinger Capital
Corp.since 1994; Vice Chairman: Hottinger
Zueri Valore (equity fund) since 1996.
- - ---------------------------------------------------------------------------------------------------------------------------------
Mr. Rudolf S. Millisits(2) 40 Vice President Director: Hottinger Bank (Bahamas) Ltd. 979
Hottinger Capital Corp. since 1995 since 1996; Executive Vice President,
630 Fifth Avenue Portfolio Manager, Member of Investment
Suite 915 Committee and Chief Compliance Officer:
New York, New York Hottinger Capital Corp. ("HCC") since
10111 September 1994 (managed client accounts
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).
- - ---------------------------------------------------------------------------------------------------------------------------------
Mr. Edward J. 54 Vice President Principal, BT Alex. Brown Incorporated since 0
Veilleux(2) and 1989; Executive Vice President, Investment
BT Alex. Brown Treasurer since Company Capital Corp. since 1987.
Incorporated 1987
One South Street
Baltimore, Maryland
21202
- - ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-10-
<PAGE>
Executive Officers
<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, 1997(1)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Scott J. Liotta(2) 32 Vice President Assistant Secretary: Flag Investors Funds, ISI 0
BT Alex. Brown since 1996 Funds, and BT Alex. Brown Cash Reserve Fund
Incorporated since September 1996; Manager: Fund
One South Street Administration, BT Alex. Brown Incorporated
Baltimore, Maryland since July 1996; Manager and Foreign Markets
21202 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.(2) 55 Secretary since Of Counsel: Christy & Viener (General 3,198
700 White Plains Road 1987 Counsel to the Fund) since July 1996; Paul R.
Suite 223 Brenner, Attorney-at-Law since June 1993;
Scarsdale, New York Counsel to the Fund since May 1994; Partner:
10583 Kelley Drye & Warren, 1977 to 1993.
- - ---------------------------------------------------------------------------------------------------------------------------------
Mr. Joseph A. Finelli(2) 40 Assistant Vice President: BT Alex. Brown Incorporated 0
BT Alex. Brown Treasurer since and Investment Company Capital Corp.since
Incorporated 1995 September 1995 and Delaware Management
One South Street Company Inc., 1980 to August 1995; Vice
Baltimore, Maryland President and Treasurer: The Delaware Group
21202 of Funds, 1980 to August 1995.
- - ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All Directors and Executive Officers as a group (14 persons) owned 62,695
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) 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 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 Of Counsel to Christy & Viener, which serves as
General Counsel for the Fund.
(3) Hottinger & Cie (Zurich), a partnership, owns 31,855 shares of the Fund
and Hottinger Capital Corp., the Fund's Investment Advisor, owns 14,405
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
-11-
<PAGE>
Hottinger & Cie (Zurich) and controlling shareholders and directors of
Hottinger Capital Corp. and therefore share voting and investment power
in connection with the 46,260 shares of the Fund owned by Hottinger & Cie
(Zurich) and Hottinger Capital Corp. In addition, Mr. Rodolphe E.
Hottinger directly owns 345 shares.
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 12, 1998 to
recommend to the Board of Directors the nominees for Class I Directors to be
elected at the 1998 Annual Meeting. The Nominating Committee will consider
nominees recommended by a Stockholder if such recommendation is 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 calendar year 1997, 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, Hottinger Capital Corp.,
(each, a "non-interested Director") is currently paid an annual fee of
approximately $8,084, 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 $8,893
(in lieu of the approximate $8,084 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 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, 1997, all incumbent non-interested Directors as a group were
entitled to receive from the Fund aggregate remuneration amounting to $76,095
and individual remuneration (exclusive of reimbursed expenses), as follows:
-12-
<PAGE>
<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 $10,960 $0 $0 $10,960
- - ---------------------------------------------------------------------------------------------------------------
Eric R. Gabus, Director $13,960 $0 $0 $13,960
- - ---------------------------------------------------------------------------------------------------------------
Jean-Louis Gillieron, Director $13,960 $0 $0 $13,960
- - ---------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio, Director $5,500 $0 $0 $5,500
- - ---------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq., Director $13,960 $0 $0 $13,960
- - ---------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq., Director $17,755 $0 $0 $17,755
- - ---------------------------------------------------------------------------------------------------------------
TOTAL REMUNERATION: $76,095 $0 $0 $76,095
======= == == =======
- - ---------------------------------------------------------------------------------------------------------------
</TABLE>
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 1997. Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Fund during its most 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 1997.
Security Ownership of Certain Beneficial Owners
As of December 31, 1997, no Stockholder, to the knowledge of management,
other than the President and Fellows of Harvard College, beneficially owned
more than 5 percent of the Fund's outstanding shares of Common Stock. The
President and Fellows of Harvard College owned 799,800 shares of Common Stock
representing 6.5 percent of the Fund's outstanding shares as of such date.
-13-
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
(Proposal 2)
Required Vote
The selection of the independent public 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 and broker non-votes
will not be included in determining the number of votes cast. 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.
At a Meeting held on March 12, 1998, the Board of Directors of the Fund,
including a majority of the Directors who are non-interested Directors,
selected Deloitte & Touche LLP ("D&T") to act as independent certified public
auditors for the Fund for the fiscal year ending December 31, 1998. The Fund
knows of no direct financial or material indirect financial interest of such
Firm in the Fund. That Firm, or a predecessor firm, has served as independent
auditors for the Fund since 1987. One or more representatives of D&T are
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 they choose 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 public 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 public auditors.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE
CALENDAR YEAR ENDING DECEMBER 31, 1998.
APPROVAL OF A PROPOSAL TO CHANGE THE FUND'S
STATE OF INCORPORATION FROM DELAWARE TO MARYLAND
BY MEANS OF A MERGER OF THE FUND INTO
A WHOLLY-OWNED MARYLAND SUBSIDIARY
(Proposal 3)
General
The Board of Directors has unanimously approved and recommends that the
Stockholders of the Fund approve the Agreement of Merger (the "Agreement of
Merger"), a copy of which is attached as Exhibit A to this Proxy Statement,
pursuant to which the Fund will change its domicile from Delaware to Maryland
(the "Reincorporation"). The purpose of the Reincorporation is to eliminate
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<PAGE>
the Fund's annual franchise tax payment to the State of Delaware. For each of
calendar years 1996 and 1997, the Fund paid the State of Delaware a franchise
tax totaling approximately $65,000 per annum and expects to pay the same or
greater amount in franchise tax in future years if it continues as a Delaware
corporation. As a Maryland corporation, the Fund would not be subject to such
annual taxes or other similar taxes greater than the personal property return
filing fee of $100, so long as Maryland does not alter its current laws.
In addition to avoiding the imposition of Delaware's annual franchise tax
on the Fund, a number of changes will be effected as a result of the
Reincorporation. Such changes are described below. The Reincorporation would
not, however, result in a change in the Fund's name, business, management,
directors, location of principal executive office, capitalization or assets,
liabilities or net asset value (other than due to the costs of the
Reincorporation). The Fund would have new Articles of Incorporation and
By-Laws which, as described below, would differ from its current charter and
by-laws in certain ways.
The Board of Directors estimates the aggregate costs to the Fund of the
Reincorporation to be approximately $50,000.
In the event this proposal is not adopted, the Fund would continue to
operate as a Delaware corporation, subject to Delaware's annual franchise tax
and subject to the Delaware Certificate of Incorporation and Delaware By-Laws
(each as defined below).
If the Stockholders approve the Reincorporation, the Fund (sometimes
referred to as "Swiss Helvetia-Delaware") will be merged with and into a
Maryland corporation, also named The Swiss Helvetia Fund, Inc. ("Swiss
Helvetia-Maryland") (the "Merger"). Swiss Helvetia-Maryland, a wholly-owned
subsidiary of the Fund, was incorporated in the State of Maryland on April 19,
1990. Swiss Helvetia-Maryland has 50,000,000 authorized shares of Common
Stock, par value of $.001 per share, of which 100 shares are issued and
outstanding and owned by Swiss Helvetia-Delaware. Swiss Helvetia-Delaware has
the same number of authorized shares of Common Stock. If the Reincorporation
is approved by the Stockholders, it is anticipated that the Merger will become
effective as soon as practicable following the Meeting. Under the Agreement of
Merger, however, the Board of Directors retains discretion to abandon or
terminate the Reincorporation after receipt of Stockholder approval, but prior
to filing the necessary documentation with the States of Delaware and
Maryland, if the Board of Directors determines that the Reincorporation is no
longer in the best interests of the Fund and its Stockholders.
When the Merger becomes effective, (i) Swiss Helvetia-Delaware will cease
to exist, (ii) Swiss Helvetia-Maryland will succeed, to the fullest extent
permitted by law, to all of the business, assets and liabilities of Swiss
Helvetia-Delaware, (iii) each share of Common Stock of Swiss Helvetia-Delaware
("Swiss Helvetia-Delaware Common Stock") will be automatically converted into
a corresponding share of the Common Stock of Swiss Helvetia-Maryland ("Swiss
Helvetia-Maryland Common Stock") and the outstanding shares of Swiss
Helvetia-Maryland held by Swiss Helvetia-Delaware will be surrendered and
extinguished and returned to the status of authorized but unissued shares of
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<PAGE>
Swiss Helvetia-Maryland, and (iv) Swiss Helvetia-Maryland will replace Swiss
Helvetia-Delaware as a party to its principal agreements, including: (a) the
Investment Advisory Agreement, dated September 8, 1995, between the Fund and
Hottinger Capital Corp., the Fund's Investment Advisor; (b) the Administration
Agreement, dated September 8, 1995, between the Fund and Investment Company
Capital Corp., the Fund's Administrator; (c) the Custodian Agreement, dated
August 18, 1987, between the Fund and PNC Bank, the Fund's Custodian, and (d)
the Sub-Custodian Agreement, dated October 12, 1989, as amended, among the
Fund, PNC Bank and Credit Suisse, the Fund's Sub-Custodian. Hottinger Capital
Corp., the Fund's Investment Advisor, maintains an office at 630 Fifth Avenue,
Suite 915, New York, New York 10111, and Investment Company Capital Corp., the
Fund's Administrator, maintains an office at 1 South Street, Baltimore,
Maryland 21202.
IT WILL NOT BE NECESSARY FOR STOCKHOLDERS OF THE FUND TO SURRENDER OR EXCHANGE
THEIR EXISTING STOCK CERTIFICATES FOR NEW STOCK CERTIFICATES OF SWISS
HELVETIA-MARYLAND COMMON STOCK.
Following the Reincorporation, the Swiss Helvetia-Maryland Common Stock
will be listed on The New York Stock Exchange (the "NYSE") and will continue
to be traded on that exchange under the same symbol as the Swiss
Helvetia-Delaware Common Stock currently is traded, and delivery of
certificates representing shares of Swiss Helvetia-Delaware Common Stock will
constitute "good delivery" for subsequent transactions. If the rules,
regulations or directives of the NYSE require surrender of the certificates
representing shares of Swiss Helvetia-Delaware Common Stock, each Stockholder
will, upon the surrender of such certificates, be entitled to receive a
certificate or certificates representing a corresponding number of shares of
Swiss Helvetia-Maryland Common Stock.
Following the Merger, the Fund will be a Maryland corporation and the
rights of its stockholders, directors and officers will be governed by
Maryland law and by Swiss Helvetia-Maryland's Articles of Incorporation, as
amended (the "Maryland Charter"), and By-Laws (the "Maryland By-Laws"), rather
than by Delaware law and the Fund's existing Certificate of Incorporation, as
amended, and Amended and Restated By-Laws (the "Delaware Charter" and the
"Delaware By-Laws," respectively). A copy of the Maryland Charter and Maryland
By-Laws are attached hereto as Exhibits B and C. Copies of the Delaware
Charter and the Delaware By-Laws are available for inspection at the principal
offices of the Fund and will be sent to stockholders upon request directed to
the Fund's Secretary, 630 Fifth Avenue, Suite 915, New York, New York 10111.
A discussion of the material similarities and differences between Swiss
Helvetia-Delaware and Swiss Helvetia-Maryland appears below. This discussion
is not intended to be complete and is qualified in its entirely by reference
to Exhibits B and C attached hereto and to the Delaware Charter, the Delaware
By-Laws, the General Corporation Law of the State of Delaware and the Maryland
General Corporation Law.
-16-
<PAGE>
Capital Stock
Authorized Capital. Swiss Helvetia-Maryland has 50,000,000 authorized
shares of Common Stock, par value of $.001 per share, the same number of
shares currently authorized under the Delaware Charter.
Redemption and Retirement. Delaware law permits the purchase or
redemption of a corporation's stock out of surplus. Delaware law prohibits the
purchase or redemption of a corporation's Common Stock out of capital except
in limited circumstances. Under Maryland law, a corporation may purchase or
acquire its own shares, unless, after giving effect to the purchase, (i) the
corporation would not be able to pay indebtedness of the corporation as the
indebtedness becomes due in the usual course of business or (ii) the
corporation's total assets would be less than the sum of the corporation's
total liabilities plus, unless the charter provides otherwise, the amount that
would be needed, if the corporation were to be dissolved at the time of
purchase, to satisfy the preferential rights upon dissolution of stockholders
whose preferential rights on dissolution are superior to those who are selling
their shares to the corporation.
Notwithstanding Delaware and Maryland law, the 1940 Act prohibits a
registered closed-end investment company, such as the Fund, from purchasing
its own securities except (i) on a securities exchange or such other open
market as the Securities and Exchange Commission (the "Commission") may
designate, provided the stockholders have been notified by letter or report
within the preceding six months, (ii) pursuant to tenders, after reasonable
opportunity to submit tenders given to all holders of securities of the class
to be purchased or (iii) under such other circumstances as the Commission may
permit by rules and regulations or orders.
Dividends. Under Delaware law, a corporation can pay dividends out of
surplus or, if there is no surplus, out of net profits for the current year
and/or the immediately preceding fiscal year (provided that the amount of
capital of the corporation is not less than the aggregate amount of the
capital represented by the issued and outstanding stock of all classes having
a preference upon the distribution of assets). Maryland law permits the
payment of dividends unless, after giving effect to the dividends, (i) the
corporation would not be able to pay indebtedness of the corporation as the
indebtedness becomes due in the usual course of business or (ii) the
corporation's total assets would be less than the sum of the corporation's
total liabilities plus, unless the charter provides otherwise, the amount that
would be needed, if the corporation were to be dissolved at the time of
payment of such dividends, to satisfy the preferential rights upon dissolution
of stockholders whose preferential rights on dissolution are superior to those
receiving the dividends.
However, regardless of Delaware and Maryland law, the 1940 Act prohibits
the payment of dividends, from any source other than (i) the company's
accumulated undistributed net income and not including profits or losses
realized upon the sale of securities or other properties or (ii) the company's
net income so determined for the current or preceding fiscal year, unless such
payment is accompanied by a written statement adequately disclosing the source
of such payment.
-17-
<PAGE>
Under the United States Internal Revenue Code of 1986, as amended, the
Fund currently qualifies as a regulated investment company. Qualification as
such an entity allows the Fund to avoid federal income and excise taxes on
distributed net investment income and net capital gains each year. In order to
maintain its status as a regulated investment company under the Internal
Revenue Code, the Fund intends to distribute at least annually substantially
all of its investment company taxable income including dividends and interest
and expects to distribute its net realized capital gains, if any, at least
annually. The Fund expects to continue to qualify as a regulated investment
company following the Reincorporation.
Stockholders
Stockholders' Inspection Rights. Delaware law allows any stockholder of
record to inspect the corporation's stock ledger, stockholders' list and other
books and records for a purpose reasonably related to such person's interest
as a stockholder, provided that the stockholder complies with certain
statutory requirements. During the ten days preceding a stockholders meeting,
a stockholder may inspect the stockholders' list for any purpose germane to
that meeting. Under Maryland law, one or more stockholders who together are
and for at least six months have been stockholders of record or holders of
voting trust certificates of at least 5% of the outstanding stock of any class
may inspect the corporation's books of account and stock ledger, request a
statement of the corporation's affairs and request a stockholders' list. Any
stockholder may inspect the By-Laws, minutes of proceedings of the
stockholders, annual statements of affairs and voting trust agreements on file
of a Maryland corporation and may request a statement showing all stock and
securities issued by the corporation during a specified period of not more
than 12 months before the date of the request. Consequently, under Maryland
law, stockholders may not have access to the corporation's books of account
and stock ledger or request a statement of the corporation's affairs or a
stockholder list, which may be available to any stockholder under Delaware law
who meets the statutory requirements, unless the stockholder owns a
significant amount of stock or joins with other stockholders in making such a
request.
Special Meetings of Stockholders. Pursuant to the Delaware By-Laws, a
special meeting of the Stockholders of Swiss Helvetia-Delaware may be called
only by the Chairman of the Board, the President, by a majority of the members
of the Board of Directors, or upon the written request of holders of a least
twenty-five percent of the outstanding shares of Common Stock entitled to vote
at such meetings. The Maryland By-Laws contain the same provisions.
Stockholder Action Without a Meeting. Delaware law allows stockholders to
take action without a meeting, without prior notice and without a vote, if
written consents signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted is delivered to the corporation. Maryland law provides that
stockholders may take such action only upon unanimous written consent, a
requirement unattainable by a public company in most circumstances.
Notwithstanding Delaware law and Maryland law, the NYSE does not in all cases
permit the stockholders of a company whose shares are listed on the NYSE to
act by written consent.
-18-
<PAGE>
Preemptive Rights. Neither the Delaware Charter nor the Maryland Charter
provides any stockholder with any preemptive right to subscribe for any
newly-issued stock or other securities of Swiss Helvetia-Delaware or Swiss
Helvetia-Maryland, respectively. Accordingly, neither corporation offers
stockholders a prior right to purchase any new issue of that corporation's
Common Stock in order to maintain their proportionate ownership.
Stockholder Vote for Reorganization and Conversions. Under the Delaware
Charter, the affirmative vote of at least three-fourths of the shares of
Common Stock outstanding and entitled to vote is required to approve (i) a
merger or consolidation of the Fund with another corporation, (ii) a sale of
all or substantially all of the assets of the Fund (other than in the regular
course of the Fund's investment activities), (iii) a liquidation or
dissolution of the Fund, (iv) the removal from office of a Director of the
Fund, or (v) any amendment to the Certificate of Incorporation of the Fund
which makes the Common Stock a redeemable security (as such term is defined in
the Investment Company Act of 1940) or reduces the three-fourths vote required
to authorize the actions previously stated. The Maryland Charter contains the
same provisions.
Board of Directors
Number. The Delaware Charter and By-Laws provide that the number of
Directors shall be not less than three as may be fixed from time to time by
resolution of the Board of Directors. At least 40 percent of the Directors
shall be persons who are not interested persons of the Fund as defined in the
1940 Act. Such Directors are divided into three classes with overlapping three
year terms. The Maryland Charter and By-Laws contain the same provisions.
Removal and Vacancies. The Delaware Charter and By-Laws provide that any
Director may be removed at any time, with or without cause, by the affirmative
vote of the holders of three-fourths of the stock outstanding. The Maryland
Charter and By-Laws contain the same provisions, except that, in accordance
with Maryland law, the Maryland By-Laws provide that stockholders may only
remove Directors for cause. In addition, the Delaware By-Laws provide that any
vacancy or newly created directorship resulting from an increase in the number
of Directors may be filled by a vote of a majority of the Directors then in
office, although less than a quorum, and any Director so elected to fill any
such vacancy or newly created directorship shall hold office until his
successor is elected and qualified or until his earlier resignation or
removal. The Maryland By-Laws provide, in accordance with Maryland law, that
any vacancy may be filled by a vote of the majority of Directors then in
office, although less than a quorum, unless the vacancy is due to an increase
in the number of Directors, in which case the vacancy must be filled by the
majority of the entire board. The Maryland By-Laws also provide, in accordance
with Maryland law, that any Director so elected shall hold office until the
next annual meeting and until his successor is elected and qualified or until
his earlier resignation or removal, unless the vacancy was filled by the vote
of the holders of three-fourths of the stock outstanding, in which case the
director so elected shall hold office for the balance of the term for the
removed Director.
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<PAGE>
Limitations on Liability. The Delaware and Maryland Charters each protect
Directors against claims for monetary damages from the Fund and its
stockholders for certain breaches of their fiduciary duties as Directors, to
the extent permitted by Delaware and Maryland law, respectively, and by the
1940 Act. Both charters also provide that neither amendment nor repeal of the
liability limitation shall limit or eliminate the benefits provided to
Directors and Officers under the liability limitation provision in connection
with any act or omission that occurred prior to such amendment or repeal.
Neither charter, however, affords protection to Directors against claims for
equitable relief, such as an injunction or rescission based on a breach of the
duty of care or loyalty. In addition, the limitation of liability afforded by
the Delaware and Maryland Charters applies only to actions brought by the Fund
or its stockholders and does not preclude or limit recovery of damages by
third parties, such as creditors of the Fund. Lastly, neither charter protects
Directors for violations of the federal securities laws.
In a few significant respects, Maryland law may afford greater protection
against liability than does Delaware law. In addition, Maryland law provides
Directors additional protection against claims for money damages. Under
Maryland law, the Fund or a stockholder will be able to recover money damages
against a Director of Swiss Helvetia-Maryland only if it or he is able to
prove that (i) the Director actually received an improper benefit in money,
property or services (in which case recovery is limited to the actual amount
of such improper benefit) or (ii) the Director's action or failure to act was
the result of an active and deliberate dishonesty and was material to the
cause of action adjudicated in the proceeding. The protection afforded by
Delaware law is narrower. Delaware law prohibits limiting the liability of a
Director (i) for any breach of a Director's duty of loyalty to the Fund or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) with respect to
violations under Section 174 of the Delaware Law (concerning directors
liability in connection with unlawful payment of dividends, stock purchases or
redemptions); or (iv) any transaction from which a Director derives improper
personal benefit. While Delaware law extends the right to limit liability for
monetary damages only to Directors, Maryland law permits the limitation of
such liability for both Directors and Officers. Due to differences in Delaware
and Maryland law, stockholders of Swiss Helvetia-Maryland may find it more
difficult to recover money damages from Directors and Officers in the event of
a lawsuit. However, regardless of the jurisdiction in which the Fund is
incorporated, Section 17(h) of the 1940 Act prohibits a registered investment
company, such as the Fund, from limiting any liability of a Director to such
company or its security holders for reason of "willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of his office."
Indemnification. Both Delaware and Maryland law provide for the
indemnification of directors and officers; however, some aspects of Maryland
law may be considered more favorable to directors, officers, employees and
agents of a corporation than Delaware law.
Under Delaware law, directors and officers, as well as other employees
and agents of a corporation, may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in
-20-
<PAGE>
connection with threatened, pending or completed actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than a "derivative action," which is an action by or in the right of the
corporation), if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceedings, had no reasonable
cause to believe their conduct was unlawful. A similar standard applies with
regard to derivative actions, except that indemnification is permitted only
for expenses (including attorneys' fees) incurred in connection with defense
or settlement of such action (and only with court approval if the party
seeking indemnification is found liable to the corporation). In contrast,
Maryland law provides that a director, officer, employee or agent may be
indemnified for such service unless it is established that (i) the act or
omission of the person was material to the matter giving rise to the
proceeding and either was committed in bad faith or was the result of active
and deliberate dishonesty; (ii) the person actually received an improper
personal benefit in money, property, or services; or (iii) in the case of any
criminal proceeding, the person had reasonable cause to believe that the act
or omission was unlawful. The standard under Maryland law, which permits
indemnification unless the person commits a "bad act," may give the Board of
Directors greater discretion to indemnify directors, officers, employees and
agents than the "good faith" standard of conduct under Delaware law.
Under both Maryland and Delaware law, the corporation may pay, prior to
final disposition of the action, the expenses (including attorneys' fees)
incurred by a director or officer in defending a proceeding. Under Delaware
law, expenses may be advanced upon receipt from the officer or director of an
undertaking to repay such advances if it is ultimately determined that he is
not entitled to be indemnified. Maryland law provides that expenses may be
advanced upon receipt from the officer or director of a written affirmation of
the person's good faith belief that the standard of conduct necessary for
indemnification by the corporation has been met and a written undertaking to
repay the advance if it is ultimately determined that the standard of conduct
has not been met. Under both Maryland law and Delaware law, the undertaking
need not be secured and may be accepted without reference to financial ability
to make the repayment.
Some aspects of the Delaware law regarding indemnification, however, may
be considered more favorable to a director, officer, employee or agent than
Maryland law. First, under Delaware law, the termination of any proceeding by
a conviction or plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person may not be indemnified. Under
Maryland law, such a termination creates a rebuttable presumption that the
standard of conduct for indemnification has not been met. Thus, under Maryland
law, the person seeking indemnification bears the burden of proving that the
standard of conduct has been met. Second, in a derivative suit, Delaware law
requires court approval before indemnification for expenses is made to a
person found liable to the corporation. Maryland law, however, does not
provide for court approval of indemnification under such circumstances; it
completely prohibits indemnification in derivative suits in which the person
is adjudged liable to the corporation. Also, Maryland law also prohibits
indemnification of an officer or director adjudged liable on the basis that a
personal benefit was improperly received, regardless of whether the suit
concerned actions in the officer's or director's official capacity.
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<PAGE>
Amendment of Charter and By-Laws
Amendment of Charter. Both Delaware and Maryland law require the Board of
Directors to approve any amendment to a corporation's Certificate of
Incorporation or Articles of Incorporation, respectively. Delaware law
provides that a majority of the outstanding stock entitled to vote thereon
must also vote to approve any amendment to a Delaware Certificate of
Incorporation, and Maryland law provides that the affirmative vote of
two-thirds of all votes entitled to be cast on the matter is required to
approve any amendment to Maryland Articles of Incorporation. Both states,
however, permit the charter to specify a different vote to approve any
amendments to the charter; both the Delaware Charter and the Maryland Charter
require the affirmative vote of three-fourths of the Fund's outstanding shares
to amend the provisions of either Charter relating to certain matters.
Consequently, stockholders may find it relatively more difficult to amend the
Maryland Charter than to amend the Delaware Charter with respect to those
matters which do not require the affirmative vote of three-fourths of the
Fund's outstanding shares. Similarly, the Board of Directors may find it
relatively more difficult to obtain approval of an amendment to the Maryland
Charter that is proposed by the Board of Directors than of an amendment that
the Board of Directors proposes to make to the Delaware Charter.
Amendment of By-Laws. Under both Delaware and Maryland law, the power to
adopt, amend or repeal a corporation's by-laws is vested in the stockholders,
unless the charter or, in Maryland, the by-laws confer such power to the Board
of Directors. Delaware law provides, however, that conferring such power to
the Board of Directors does not divest the stockholders of their power to
alter, amend or repeal the corporation's by-laws. Under the Delaware and
Maryland Charter and By-Laws, the Board of Directors retain the power to
amend, alter or repeal the by-laws, subject to the power of the Stockholders
to alter, amend or repeal the By-Laws adopted by the Board of Directors.
Anti-Takeover Provisions
The Delaware and Maryland Charter and By-Laws include provisions that
could limit the ability of others to acquire control of the Fund, to modify
the structure of the Fund or to cause it to engage in certain transactions.
These provisions, described below, also could have the effect of depriving
stockholders of an opportunity to sell their shares at a premium over
prevailing market prices by discouraging third parties from seeking to obtain
control of the Fund in a tender offer or similar transaction. In the opinion
of the Board of Directors, however, these provisions offer several possible
advantages. They potentially require persons seeking control of the Fund to
negotiate with its management regarding the price to be paid for the shares
required to obtain such control; they promote continuity and stability, and
they enhance the Fund's ability to pursue long-term strategies that are
consistent with its investment objectives.
Classes of Directors; Removal of Directors. Following completion of the
Merger, the Board of Directors will continue to be divided into three classes,
each class having a term of three years. Each year the term of one class
expires. The Delaware and Maryland Charter and By-Laws provide that each
director holds office until (i) the expiration of his term and until his
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successor has been elected and qualified, (ii) his death, (iii) his successor
has been elected and qualified, or (iv) his removal as provided by statute,
the Delaware or Maryland Charter or By-Laws. Under the Delaware and Maryland
Charter and By-Laws, a director may be removed from office only by a
three-fourths vote of stockholders. This provision may only be amended or
repealed by the affirmative vote of three-fourths or more of the outstanding
shares of the Fund and could delay the replacement of the directors and have
the effect of making changes in the Board of Directors more difficult than
under the Delaware or Maryland law.
Conversion to Open-End Fund and other Extraordinary Transactions. Under
the Delaware and Maryland Charters, the affirmative vote of the holders of
three-fourths or more of the outstanding shares is required to (i) convert the
Fund from a closed-end to an open-end investment company, (ii) merge or
consolidate with any other entity, (iii) dissolve or liquidate the Fund or
(iv) sell all or substantially all of its assets (other than in the regular
course of the Fund's investment activities). The affirmative vote of the
holders of three-fourths or more of the outstanding shares entitled to vote
thereon is required to amend, alter or repeal the above provisions in the
Delaware and Maryland Charters. The principal purpose of the above provisions
is to increase the Fund's ability to resist takeover attempts and attempts to
change the fundamental nature of the business of the Fund that are not
supported by either the Board of Directors or a large majority of the
stockholders. These provisions make it more difficult to liquidate, take over
or open-end the Fund and thereby are intended to discourage investors from
purchasing its shares with the hope of making a quick profit by forcing the
Fund to change its structure. These provisions, however, would apply to all
actions proposed by anyone, including management, and would make changes in
the Fund's structure accomplished through a transaction covered by the
provisions more difficult to achieve. The foregoing provisions also could
impede or prevent transactions in which holders of shares of Common Stock
might obtain prices for their shares in excess of the current market prices at
which the Fund's shares were then trading. Although these provisions could
have the effect of depriving stockholders of an opportunity to sell their
shares at a premium over prevailing market prices by discouraging a third
party from seeking to obtain control of the Fund, the Fund believes the
conversion of the Fund from a closed-end to an open-end investment company to
eliminate the discount may not be desired by stockholders who purchased their
Common Stock in preference to stock of the many mutual funds available.
Appraisal Rights
Under both Delaware law and Maryland law, a stockholder of a corporation
engaging in certain transactions may, under certain circumstances, receive
cash in the amount of the fair value of his shares (as appraised pursuant to
judicial proceedings) in lieu of the consideration such stockholder would
otherwise receive in such transaction. Under Delaware law, stockholders of a
corporation are entitled to such appraisal rights only with respect to certain
statutory mergers or consolidations. Unless otherwise provided in the charter,
Delaware law does not grant appraisal rights to (i) stockholders with respect
to a merger or consolidation of a corporation, the shares of which are either
listed on a national securities exchange or are held of record by more than
2,000 holders, if such stockholders receive only shares of the surviving
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corporation or shares of any other corporation which are either listed on a
national securities exchange or held of record by more than 2,000 holders, or
(ii) in general, stockholders of a corporation surviving a merger if no vote
of the stockholders of such corporation is required to approve the merger.
Under Maryland law, stockholders of a corporation are entitled to
appraisal rights in certain mergers, consolidations or share exchanges by such
corporation, or upon the disposition of all or substantially all of its
assets, as well as when such corporation amends its charter in a way which
alters the contractual rights of any outstanding stock as expressly set forth
in the charter and substantially adversely affects such stockholders' rights
if the right to do so is not reserved in the charter. The Maryland Charter
contains no such reservation. Stockholders generally have no appraisal rights
with respect to their stock if (i) the stock is listed on a national
securities exchange, or (ii) the stock is that of the successor in the merger,
unless (a) the merger alters the contractual rights of the stock as expressly
set forth in the charter, and the charter does not reserve the right to do so,
or (b) the stock is to be changed or converted in whole or in part in the
merger into something other than either stock in the successor or cash scrip
or other rights or interests arising out of provisions for the treatment of
fractional shares of stock in the successor.
Federal Income Tax Consequences of the Reincorporation
The following is a general discussion of certain federal income tax
consequences of the merger to the Fund's stockholders. Stockholders are urged
to consult their own tax advisors to determine the effect, if any, that state,
local or foreign tax laws may have on them.
Christy & Viener, General Counsel to the Fund, has advised the Fund that,
for federal income tax purposes, the Merger will constitute a reorganization
under Section 368 of the Internal Revenue Code of 1986, as amended, no gain or
loss will be recognized by the holders of Swiss Helvetia-Delaware Common Stock
as a result of the Merger, no gain or loss will be recognized by Swiss
Helvetia-Delaware or Swiss Helvetia-Maryland as a result of the Merger, and
Swiss Helvetia-Maryland will succeed, without adjustment, to the tax
attributes of Swiss Helvetia-Delaware . Each Stockholder will have the same
basis in the shares of Swiss Helvetia-Maryland Common Stock received in the
Merger as in the shares of Swiss Helvetia-Delaware Common Stock held
immediately prior to the time the Merger becomes effective. Each Stockholder's
holding period in the shares of the Swiss Helvetia-Maryland Common Stock will
include the period during which the corresponding shares of Swiss
Helvetia-Delaware Common Stock were held by such Stockholder; provided,
however, that such corresponding shares were held as a capital asset at the
time of effectiveness of the Merger.
Stockholders should consult their own tax advisors as to the effect of
the Merger under applicable state or local or foreign tax laws.
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Rights of Dissenting Stockholders
Section 262 of the Delaware General Corporation Law provides that, with
certain exceptions not relevant here, common stockholders of a Delaware
corporation do not have appraisal rights when the Delaware corporation merges
with another corporation if its Common Stock, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or consolidation,
was listed on a national securities exchange. Swiss Helvetia-Delaware is
listed on the NYSE. Consequently, dissenters rights are not available to
stockholders of Swiss Helvetia-Delaware with respect to the Reincorporation.
Consequences if Proposal (3) Is Not Approved
If Proposal (3) is not approved by the stockholders, the Fund will
continue to operate and pay Delaware franchise taxes. In the future, the
Fund's Board of Directors may seek certain amendments to the Delaware Charter
or re-submit a proposal to the stockholders asking them to approve the
reincorporation of the Fund in the State of Maryland.
Required Vote
Approval of the proposed Reincorporation will require the affirmative
vote of the holders of three-fourths of the outstanding shares of the Fund's
Common Stock entitled to vote at the Meeting. For this purpose, abstentions
and broker non-votes will have the effect of a vote to disapprove the proposed
Reincorporation.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 3 TO
APPROVE CHANGING THE FUND'S STATE OF INCORPORATION FROM DELAWARE TO MARYLAND
BY MEANS OF A MERGER OF THE FUND INTO A WHOLLY-OWNED MARYLAND SUBSIDIARY.
AUTHORIZATION FOR THE FUND TO ENGAGE IN SECURITIES
LENDING WITH RESPECT TO ITS PORTFOLIO ASSETS TO THE
EXTENT PERMITTED BY THE INVESTMENT COMPANY ACT OF 1940
(Proposal 4)
The 1940 Act requires an investment company such as the Fund to have
certain specific investment limitations that can be changed only by a
Stockholder vote. Investment companies may also elect to designate other
limitations as changeable only by a Stockholder vote. Both types of
limitations are often referred to as "fundamental" provisions. Some
fundamental provisions that were not required by the 1940 Act have been
adopted in the past by the Fund to reflect certain regulatory, business or
industry conditions that are no longer in effect or valid. Accordingly, the
Board of Directors has reviewed the Fund's fundamental provisions with the
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following goals: (i) to simplify and modernize the Fund's provisions which are
required to be fundamental; and (ii) to reclassify as non-fundamental and to
amend or eliminate, if appropriate, provisions which are not required to be
fundamental under state securities laws or the 1940 Act. Non-fundamental
provisions can be changed by the Board of Directors without Stockholder
approval.
The Fund currently has a fundamental investment restriction prohibiting
the Fund from making real estate mortgage loans or other loans, except through
the purchase of debt obligations consistent with the Fund's investment
policies. The Board of Directors proposes to amend the Fund's fundamental
restrictions to permit the Fund to engage in securities loan transactions to
the extent permitted by the 1940 Act. Accordingly, the Board proposes to amend
this fundamental investment restriction such that the Fund may not make real
estate mortgage loans or other loans, except through the purchase of debt
obligations consistent with the Fund's investment policies and through
securities loan transactions to the extent permitted under the 1940 Act. As
proposed, the Fund would have the authority to lend its portfolio securities
to U.S. and foreign brokers, dealers and banks. The Fund would not lend
securities to the Fund's investment advisor or its affiliates, unless the Fund
applied for and received specific authority to do so from the Securities and
Exchange Commission (the "SEC"). Currently, the 1940 Act permits a fund to
lend up to one-third of the value of its total assets. If the Fund were to
lend securities to a foreign broker, dealer or bank there would be a greater
risk to the Fund than were the loan to a U.S. broker, dealer or bank inasmuch
as it would be more difficult to effect service of process upon such foreign
institutions.
If the Fund engages in such transactions, it will, as required by the
SEC, enter into lending agreements that require that the loans be continuously
secured by cash (U.S. Dollars or Swiss Francs), securities issued or
guaranteed by the United States or Swiss governments, their agencies or
instrumentalities, or any combination of cash and such securities, as
collateral equal at all times to at least the market value of the assets
loaned. The lending agreements will also provide (i) that the borrower must
increase the collateral whenever the market value of the securities loaned
rises above the level of the collateral; (ii) the Fund may terminate the loan
at any time; (iii) the Fund will receive any increase in the market value of
the securities loaned; and (iv) voting rights on the loaned securities may
pass to the borrower, except that if a material event adversely affecting the
investment in the loaned securities occurs, the Fund will terminate the loan
and regain the right to vote the securities. The Fund will receive the
dividends, if any, paid on the assets loaned, while simultaneously earning
interest on the collateral comprised of cash and fees to the extent of
non-cash collateral. The Fund, in turn, may pay lending fees to broker/dealers
to effect such transactions. The cash or instruments collateralizing a Fund's
loan of securities will be maintained at all times in a segregated account
with the Fund's custodian or sub-custodian. The Fund will be permitted to pay
only reasonable custodian fees in connection with the loan. It is anticipated
that the Fund will realize incremental income of approximately $180,000 per
annum as a result of engaging in securities lending.
There are risks to the Fund of delay in receiving additional collateral
and risks of delay in recovery of, and failure to recover, the assets lent
should the borrower fail financially or otherwise violate the terms of the
lending agreement. However, loans will be made only to borrowers deemed by the
Investment Advisor to be of good standing and when, in the judgment of the
Investment Advisor, the consideration which can be earned currently from such
lending transactions justifies the attendant risk. Any loan made by the Fund
will provide that it may be terminated by either party upon reasonable notice
to the other party.
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Required Vote
Approval of Proposal 4 will require the affirmative vote of a majority of
the outstanding stock entitled to vote thereon. For this purpose, abstentions
and broker non-votes will have the effect of a vote to disapprove the proposed
change in the Fund's Fundamental Policies.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 4 TO
CHANGE THE FUND'S FUNDAMENTAL RESTRICTIONS TO AUTHORIZE THE FUND TO ENGAGE IN
SECURITIES LENDING WITH RESPECT TO ITS PORTFOLIO ASSETS TO THE EXTENT
PERMITTED BY THE INVESTMENT COMPANY ACT OF 1940.
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 1999 must be received by the Fund on or before
December 1, 1998, 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.
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. The Fund has engaged Shareholder Communications Corporation
("SCC") to solicit proxies and distribute materials to certain stockholders,
brokerage houses, banks, custodians and other nominee holders. The Fund will
pay SCC approximately $25,000 for these services.
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VOTING RESULTS
The Fund will advise the Stockholders of the voting results of the
matters voted upon at the Annual Meeting in the 1998 Semi-Annual Report to
Stockholders.
ANNUAL REPORT
The Fund will furnish, without charge, a copy of the 1997 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: March 30, 1998
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of
_____________, 1998, between The Swiss Helvetia Fund, Inc., a Delaware
corporation (the "Delaware Company"), and The Swiss Helvetia Fund, Inc., a
Maryland corporation (the "Maryland Company" , the Delaware Company and the
Maryland Company sometimes collectively being referred to as the
"Corporations").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Delaware Company and the Board of
Directors of the Maryland Company each have determined that it is in the best
interests of each of the Corporations and their respective stockholders that
the Delaware Company merge with and into the Maryland Company pursuant to the
provisions of the General Corporation Law of the State of Delaware (the "DGCL")
and the General Corporation Law of the State of Maryland (the "MGCL");
WHEREAS, the Maryland Company shall continue the business of the Delaware
Company and otherwise shall be entitled to engage in any lawful act or
activity for which corporations may be organized under the MGCL;
WHEREAS, the respective Boards of Directors of the Delaware Company and
the Maryland Company, each by resolutions duly adopted, unanimously approved
and adopted this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein the parties hereto adopt the plan of merger
encompassed by this Agreement and agree as follows:
ARTICLE I
THE MERGER
1.1 The Merger. Subject to the terms and conditions of this
Agreement, on the Effective Date (as defined in Section 1.2), the Delaware
Company shall be merged with and into the Maryland Company and the separate
corporate existence of the Delaware Company shall thereupon cease (the
"Merger"). The Maryland Company shall be the surviving entity in the Merger
(sometimes hereafter referred to as the "Surviving Company") and shall continue
to be governed by the laws of the State of Maryland. The Surviving Company
shall be a single corporation and shall possess all the rights, privileges,
powers and franchises, as well of a public as of a private nature, and shall
be subject to all the restrictions, disabilities and duties of each of the
Corporations; and all of the rights, privileges, powers and franchises of each
of the Corporations, and all property, real, personal and mixed, and all debts
due to either of the Corporations on whatever account, as well for stock
subscriptions as all other things in action or belonging to or due to each of
the Corporations, shall be taken and deemed to be transferred to and vested in
the Surviving Company without further act or deed; and all property, rights,
<PAGE>
privileges, powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Company as they were
of the Corporations, and title to any real estate or interest therein, vested
by deed or otherwise in either of the Corporations, shall not revert or be in
any way impaired by reason of the Merger, but all rights of creditors and any
liens upon the property of either of the Corporations shall be preserved
unimpaired and all debts, liabilities and duties of each of the Corporations
shall thenceforth attach to the Surviving Company, and may be enforced against
it to the same extent as if such debts, liabilities and duties had been
incurred or contracted by it. Any action or proceeding, whether civil,
criminal or administrative, pending by or against either of the Corporations
shall be prosecuted as if the Merger had not taken place, or the Surviving
Company may be substituted in such action or proceeding in place of either of
the Corporations.
1.2 Effective Date. Following the fulfillment of the conditions set
forth in Section 6.1, and provided that this Agreement has not been terminated
or abandoned pursuant to Article VII hereof, the Delaware Company and the
Maryland Company shall, at such time as they deem advisable, cause a
Certificate of Ownership and Merger (the "Certificate of Ownership and Merger")
to be executed, acknowledged and filed with the Secretary of State of Delaware
as provided in Section 253 of the DGCL and Articles of Merger (the "Articles of
Merger") to be filed with the State Department of Assessments and Taxation of
Maryland as provided in Section 3-107 of the MGCL. The Merger shall become
effective at the latter of the filing of the Certificate of Merger with the
Secretary of State of Delaware and the acceptance for record of the Articles
of Merger by the State Department of Assessments and Taxation of Maryland (the
"Effective Date").
1.3 Effectiveness of Delaware Company's Acts. All corporate acts,
plans, policies, approvals and authorizations of the Delaware Company, its
stockholders, Board of Directors, committees elected or appointed by its Board
of Directors and officers and agents that are valid and effective immediately
prior to the Effective Date shall be assumed for all purposes as the acts,
plans, policies, approvals and authorizations of the Surviving Company and
shall be as effective and binding on the Surviving Company as they were with
respect to the Delaware Company.
ARTICLE II
ARTICLES OF INCORPORATION AND
BYLAWS OF THE SURVIVING CORPORATION
2.1 Articles of Incorporation. The Articles of Incorporation of the
Maryland Company in effect on the Effective Date shall be the Articles of
Incorporation of the Surviving Company, until duly amended in accordance with
the terms thereof and the MGCL.
2.2 The By-Laws. The By-Laws of the Maryland Company in effect on
the Effective Date shall be the By-Laws of the Surviving Company, until duly
amended in accordance with the terms thereof, the Articles of Incorporation
and the MGCL.
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ARTICLE III
DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION
3.1 Directors and Officers. The directors and officers of the
Delaware Company on the Effective Date shall, from and after the Effective
Date, be the directors and officers, respectively, of the Surviving Company
until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the
Surviving Company's Articles of Incorporation and By-Laws. The Class I, II and
III directors of the Delaware Company shall serve as the Class I, II and II
directors of the Maryland Company, respectively, with the same terms for which
they were elected by the stockholders of the Delaware Company.
ARTICLE IV
EFFECT OF MERGER ON CAPITAL STOCK;
TRANSFERS AFTER EFFECTIVE DATE
4.1 Effect on Capital Stock. On the Effective Date, by virtue of the
Merger and without any action on the part of the holder of any capital stock
of the Company:
(a) Each share of the Common Stock, par value $.001 per share
(the "Delaware Company Shares") of the Company issued and outstanding
immediately prior to the Effective Date shall be converted into one
validly issued, fully paid and nonassessable share of Common Stock,
par value $.001 per share (the "Maryland Company Shares") of the
Maryland Company. Each certificate (each a "Certificate")
representing any such Delaware Company Shares shall thereafter
represent the right to receive Maryland Company Shares. Each
conversion shall be effected without the surrender of stock
certificates or any other any action. All Delaware Company Shares
shall no longer be outstanding and shall be canceled and retired and
shall cease to exist;
(b) Each Delaware Company Share issued and held in the Delaware
Company s treasury on the Effective Date shall cease to be
outstanding, shall be canceled and retired without payment of any
consideration therefor and shall cease to exist;
(c) Each Maryland Company Share issued and outstanding
immediately prior to the Effective Date shall be canceled and
retired without payment of any consideration therefor; and
(d) Each option or other right to purchase or otherwise acquire
Delaware Company Shares pursuant to stock option or other
stock-based plans of the Company granted and outstanding immediately
prior to the Effective Date shall be converted into and become a
right to purchase or otherwise acquire the same number of Maryland
Company Shares at the same price per share and upon the same terms
and subject to the same conditions as applicable to such options or
other rights immediately prior to the Effective Date.
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4.2 Transfers After Effective Date. After the Effective Date, there
shall be no transfers on the stock transfer books of the Delaware Company of
Delaware Company Shares that were outstanding immediately prior to the
Effective Date.
ARTICLE V
COVENANTS
5.1 Indemnification. From and after the Effective Date, the
Surviving Company agrees that it will indemnify, and pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to, (i)
any individual who is a present or former director or officer of the Delaware
Company or (ii) any individual who, while a director of the Delaware Company
and at the request of the Delaware Company, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, arising out of or pertaining to matters existing or occurring at
or prior to the Effective Date, whether asserted or claimed prior to, at or
after the Effective Date, to the fullest extent permitted by law.
ARTICLE VI
CONDITIONS
6.1 Conditions on Each Party's Obligation to Effect the Merger. The
respective obligations of the Maryland Company and the Delaware Company to
consummate the Merger are subject to the fulfillment of each of the following
conditions:
(a) Stockholder Approval. This Agreement shall have been duly
approved by the holders of three quarters of the outstanding
Delaware Company Shares entitled to vote in accordance with
applicable law, the Certificate of Incorporation of the Delaware
Company, as amended, and the By-Laws of the Company, as amended.
(b) The New York Stock Exchange Listing. The Maryland Company
Shares issuable to the Delaware Company stockholders pursuant to
this Agreement shall have been authorized for listing on the New
York Stock Exchange upon official notice of issuance.
(c) No Proceedings Instituted. There shall not have been
instituted or threatened by any governmental authority or by any
other party, any action or proceeding against the Corporations to
enjoin, hinder or delay, or to obtain damages or other relief in
connection with, the transactions contemplated by this Agreement.
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<PAGE>
ARTICLE VII
TERMINATION
7.1 Termination. This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Date, before or after approval
by the holders of the Delaware Company Shares, by appropriate resolution of
the Board of Directors of either the Delaware Company or the Maryland Company.
7.2 Effect of Termination and Abandonment. In the event of
termination of this Agreement and abandonment of the Merger pursuant to this
Article VII, this Agreement shall become void and shall have no effect and no
liability shall be imposed upon either of the Corporations or the directors,
officers or stockholders thereof.
ARTICLE VIII
MISCELLANEOUS AND GENERAL
8.1 Modification or Amendment. Subject to the applicable provisions
of the DGCL and the MGCL, at any time prior to the Effective Date, the parties
hereto may modify or amend this Agreement by written agreement executed and
delivered by authorized officers of the respective parties.
8.2 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the States of Delaware and Maryland.
8.3 No Third Party Beneficiaries. Except as provided in Section 5.1,
this Agreement is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.
8.4 Headings. The Article, Section and paragraph headings herein are
for convenience of reference only, do not constitute a part of this Agreement
and shall not be deemed to limit or otherwise affect any of the provisions
hereof.
8.5 Service of Process. The Maryland Company may be served with
process in the State of Delaware in any proceeding for enforcement of any
obligation of the Delaware Company, as well as for enforcement of any
obligation of the Surviving Company arising from the merger herein provided
for. The Maryland Company hereby irrevocably appoints the Secretary of State
of the State of Delaware as its agent to accept service of process in any such
suit or other proceedings. The address to which the Secretary of State of
Delaware shall mail a copy of such process is Swiss Helvetia Fund, Inc., 630
Fifth Avenue, Suite 915, New York, New York 10111 Attn: Paul R. Brenner.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto on the date
first hereinabove written.
The Swiss Helvetia Fund, Inc.,
a Delaware corporation
Attest: ________________________ By: _________________________________
Rudolf Millisits Name
Vice President Title
The Swiss Helvetia Fund, Inc.,
a Maryland corporation
Attest: _________________________ By: _________________________________
Paul R. Brenner Name
Secretary Title
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Exhibit B
THE SWISS HELVETIA FUND, INC.
AMENDED ARTICLES OF INCORPORATION
(Under Section 2-603(b) of the Maryland General Corporation Law)
The undersigned, being a natural person and acting as sole
incorporator, who filed Articles of Incorporation for The Swiss Helvetia Fund,
Inc. with the State Department of Assessments and Taxation of the State of
Maryland, on April 19, 1990, and who hereby certifies that no organizational
meeting for The Swiss Helvetia Fund, Inc. has been held to date and that there
is no stock outstanding or subscribed for, does hereby adopt the following
Amended Articles of Incorporation:
ARTICLE FIRST: I, Stephen V.R. Whitman, whose post office address is
Suite 900, 1530 Wilson Boulevard, Arlington, Virginia 22209, being at least
eighteen years of age, hereby forms a corporation under the Maryland General
Corporation Law.
ARTICLE SECOND: The name of the corporation is The Swiss Helvetia
Fund, Inc. (the "Corporation").
ARTICLE THIRD: The address of the Corporation's registered office in
the State of Maryland is 32 South Street in the City of Baltimore. The name of
its registered agent at such address is CT Corporation System.
ARTICLE FOURTH: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be formed under the Maryland
General Corporation Law.
ARTICLE FIFTH: The Board of Directors of the Corporation is expressly
authorized to adopt, amend or repeal the By-Laws of the Corporation.
ARTICLE SIXTH: The total authorized capital stock of the Corporation
shall be 50,000,000 shares of Common Stock of the par value of $.001 per share
for an aggregate par value of $50,000.
The Corporation, acting by its Board of Directors, without action by
the stockholders, may from time to time create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities
of the Corporation, rights or options entitling the bearer or registered owner
or holder of each thereof to purchase from the Corporation, any shares of its
capital stock, such rights or options to be evidenced by or in such warrant or
warrants, or purchase certificate or purchase certificates, or other
instrument or instruments as shall be approved by its Board of Directors. The
terms upon which, the time or times, which may be limited or unlimited in
duration, at or within which and the price or prices at which, or the other
consideration or considerations for which, such shares may be purchased from
the Corporation upon the exercise of any such right or option shall be as
<PAGE>
fixed or stated or provided in a resolution or resolutions adopted by the
Board of Directors of the Corporation providing for the creation and issue of
such rights or options, and in every case, set forth or incorporated by
reference in the warrant or warrants, or purchase certificate or purchase
certificates, or other instrument or instruments evidencing such rights or
options; provided, however, that, in case the shares of stock of the
Corporation to be purchased upon the exercise of such rights or options shall
be originally issued upon such exercise, the price or prices to be received
therefor shall not be less than the par value thereof. Any shares so issued
for which the price or consideration fixed as aforesaid shall have been paid,
shall be deemed fully paid stock and shall not be liable to any further call
or assessment thereon. Without limitation of the foregoing, the Corporation
may, during any period fixed by it, limit the right to exercise any such
rights or options to the owners of specified certificates for shares of stock
or other securities of the Corporation.
No holder of capital stock shall be entitled as such, as a matter of
right, to subscribe for or purchase any part of any new or additional issue of
stock of any class whatsoever or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized, or whether issued for
cash, property or services or by way of dividend, and all such rights are
waived by each holder of the capital stock.
ARTICLE SEVENTH: If so determined by the Board of Directors, and to
the extent and in the manner permitted by law, the Corporation may from time
to time receive money and/or other property and credit the amount or value
thereof to reserve or surplus, and such money or other property may be an
undivided part of money, and/or other property for another part of which
stock, bonds, debentures and/or other obligations of the Corporation are
issued. Against any reserve or surplus so established there may be charged
losses at any time incurred by the Corporation, and also dividends or other
distributions upon stock. Such reserve or surplus may be reduced from time to
time by the Board of Directors for the purposes above specified or by transfer
from such reserve or surplus to capital account.
ARTICLE EIGHTH: The number of Directors of the Corporation shall be
as fixed from time to time in the By-Laws, but shall not at any time be less
than the number required by Maryland law. In case of any increase in the
number of Directors, the additional Directors shall be elected by the Board of
Directors as in the case of a vacancy.
The Board of Directors shall be divided into three classes: Class I,
Class II and Class III. The terms of office of the classes of Directors shall
expire at the times of the annual meetings of the stockholders as follows --
Class I in 1998, Class II in 1999 and Class III in 2000 -- or thereafter in each
case when their respective successors are elected and qualified. At each
subsequent annual election, the Directors chosen to succeed those whose terms
are expiring shall be identified as being of the same class as the Directors
whom they succeed, and shall be elected for a term expiring at the time of the
third succeeding annual meeting of stockholders, or thereafter in each case
when their respective successors are elected and qualified. The number of
Directorships shall be apportioned among the classes so as to maintain the
classes as nearly equal in number as possible.
The sole initial director shall be Paul R. Brenner who shall be a
Class I director and shall serve until his successor is duly elected and
qualified.
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ARTICLE NINTH: In furtherance and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized:
(a) to make, alter, amend and repeal the By-Laws of the
Corporation, subject to the power of the holders of the capital
stock to alter, amend or repeal the ByLaws made by the Board of
Directors;
(b) to designate by resolution passed by a majority of the whole
Board two or more of their number to constitute an Executive
Committee, who, to the extent provided in said resolution or in
the By-Laws of the Corporation and to the extent permitted by
law, shall have and exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation, with power to authorize the seal of the
Corporation to be affixed to all papers which may require it;
(c) to appoint from the Directors or otherwise such other
committees as they may deem judicious, and to such extent as
may be provided in their resolutions or in the By-Laws to
delegate to such committees all or any of the powers of the
Board of Directors which may be lawfully delegated;
(d) to determine conclusively at the time of such acquisition, what
initial valuation shall be placed upon the property, rights and
interests acquired by the Corporation in exchange for or in
payment of its shares of stock;
(e) to fix from time to time, and to vary, the amount of the
profits to be reserved as working capital or for any other
lawful purposes and to increase, decrease or make any
disposition of any fund so reserved;
(f) subject to the provisions of these Articles of Incorporation,
to determine whether any, and if any, what part, of the surplus
of the Corporation or of the net profits arising from its
business shall be declared in dividends and paid to the
stockholders and to direct and determine the use and
disposition of any such surplus or net profits;
(g) to determine from time to time whether and to what extent and
at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any
of them, shall be open to the inspection of the stockholders;
and no stockholder shall have any right to inspect any account
or book or document of the Corporation, except as conferred by
the laws of the State of Maryland, unless and until authorized
so to do by resolution of the Board of Directors or of the
stockholders;
(h) to remove at any time any officer elected or appointed by the
Board of Directors, but only by the affirmative vote of a
majority of the members of the Board then in office, and to
remove or to confer on any committee or officer the power to
remove any other officer or employee of the Corporation.
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ARTICLE TENTH: Any contract, transaction or act of the Corporation
or of the Directors, which shall be ratified by a majority of a quorum of the
stockholders having voting power at any annual meeting, or at any special
meeting called for such purpose, shall, except as otherwise specifically
provided by law, or by these Articles of Incorporation be as valid and as
binding as though ratified by every stockholder of the Corporation; provided,
however, that any failure of the stockholders to approve or ratify such
contract, transaction or act, when and if submitted, shall not of itself be
deemed in any way to render the same invalid, nor deprive their Directors of
their right to proceed with such contract, transaction or act.
ARTICLE ELEVENTH: The Corporation reserves the right to amend,
alter, change or repeal any provisions contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by statute in the
case of an articles of incorporation, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
The vote of at least three-quarters of the outstanding shares of
capital stock of the Corporation entitled to vote thereon shall be necessary
to approve, adopt or authorize any of the following actions: (i) a merger or
consolidation of the Corporation with another corporation, (ii) a sale of all
or substantially all of the assets of the Corporation (other than in the
regular course of the Corporation's investment activities), (iii) a
liquidation or dissolution of the Corporation, (iv) the removal from office of
a Director of the Corporation, or (v) any amendment to the Articles of
Incorporation which makes the Common Stock a redeemable security (as such term
is defined in the Investment Company Act of 1940) or reduces the
three-quarters vote required to authorize the actions listed in this
paragraph.
ARTICLE TWELFTH: To the fullest extent permitted by Maryland law or
the Investment Company Act of 1940, as applicable from time to time, no person
who at any time was or is a director or officer of the Corporation shall be
personally liable to the Corporation or its stockholders for money damages. No
amendment of the Articles of Incorporation or repeal of any of its provisions
shall limit or eliminate any of the benefits provided to directors and
officers under this Article in respect of any act or omission that occurred
prior to such amendment or repeal.
IN WITNESS WHEREOF, the undersigned sole incorporator of the
Corporation, who executed the foregoing Amended Articles of Incorporation,
hereby acknowledges the same to be his act and further acknowledges that, to
the best of his knowledge, the matters and facts set forth therein are true in
all material respects under the penalties of perjury.
Dated the 9th day of March, 1998.
/s/ Stephen V.R. Whitman
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Stephen V.R. Whitman
Sole Incorporator
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Exhibit C
BY-LAWS
OF
THE SWISS HELVETIA FUND, INC.
As of ______________, 1998
ARTICLE I
STOCKHOLDERS
SECTION l. Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Maryland as may be designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of
such other business as may be properly brought before the meeting.
SECTION 2. Special Meetings. Except as otherwise provided in the
Articles of Incorporation, as amended from time to time (the "Articles of
Incorporation"), a special meeting of the stockholders of the Corporation may
be called at any time by the Board of Directors, the Chairman of the Board or
the President and shall be called by the Secretary at the request in writing
of stockholders holding together at least twenty-five percent of the number of
shares of stock outstanding and entitled to vote at such meeting. Any special
meeting of the stockholders shall be held on such date, at such time and at
such place within or without the State of Maryland as the Board of Directors
or the officer calling the meeting may designate. At a special meeting of the
stockholders, no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting unless all of the
stockholders are present in person or by proxy, in which case any and all
business may be transacted at the meeting even though the meeting is held
without notice.
<PAGE>
SECTION 3. Notice of Meetings. Except as otherwise provided in these
By-Laws or by law, a written notice of each meeting of the stockholders shall
be given not less than ten (10) nor more than sixty (60) days before the date
of the meeting to each stockholder of the Corporation entitled to vote at such
meeting at his address as it appears on the records of the Corporation. The
notice shall state the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.
SECTION 4. Quorum. At any meeting of the stockholders, the holders
of a majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum of the stockholders for all purposes,
unless the representation of a larger number of shares shall be required by
law, by the Articles of Incorporation or by these By-Laws, in which case the
representation of the number of shares so required shall constitute a quorum;
provided that at any meeting of the stockholders at which the holders of any
class of stock of the Corporation shall be entitled to vote separately as a
class, the holders of a majority in number of the total outstanding shares of
such class, present in person or represented by proxy shall constitute a
quorum for purposes of such class vote unless the representation of a larger
number of shares of such class shall be required by law, by the Articles of
Incorporation or by these By-Laws.
SECTION 5. Adjourned Meetings. Whether or not a quorum shall be
present in person or represented at any meeting of the stockholders, the
holders of a majority in number of the shares of stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
may adjourn from time to time; provided however, that if the holders of any
class of stock of the Corporation are entitled to vote separately as a class
upon any matter at such meeting, any adjournment of the meeting in respect of
action by such class upon such matter shall be determined by the holders of a
majority of the shares of such class present in person or represented by proxy
and entitled to vote at such meeting. When a meeting is adjourned to another
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time or place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the stockholders, or the holders of any class
of stock entitled to vote separately as a class, as the case may be, may
transact any business which might have been transacted by them at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting.
SECTION 6. Organization. The Chairman of the Board or, in his
absence, the President shall call all meetings of the stockholders to order,
and shall act as Chairman of such meetings. In the absence of the Chairman of
the Board and the President, the holders of a majority in number of the shares
of stock of the Corporation present in person or represented by proxy and
entitled to vote at such meeting shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the
Chairman may appoint any person to act as Secretary of the meeting. It shall
be the duty of the Secretary to prepare and make, at least ten days before
every meeting of stockholders, a complete list of stockholders entitled to
vote at such meeting, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
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meeting or, if not so specified, at the place where the meeting is to be held,
for the ten days next preceding the meeting, to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, and shall be produced and kept at the time and place of the meeting
during the whole time thereof and subject to the inspection of any stockholder
who may be present.
SECTION 7. Voting. Except as otherwise provided in the Articles of
Incorporation or by law, each stockholder shall be entitled to one vote for
each share of the capital stock of the Corporation registered in the name of
such stockholder upon the books of the Corporation. Each stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted
upon after eleven months from its date, unless the proxy provides for a longer
period. When directed by the presiding officer or upon the demand of any
stockholder, the vote upon any matter before a meeting of stockholders shall
be by ballot. Except as otherwise provided by law or by the Articles of
Incorporation, Directors shall be elected by a plurality of the votes cast at
a meeting of stockholders by the stockholders entitled to vote in the election
and, whenever any corporate action is to be taken, other than the election of
Directors and except as otherwise provided by the Articles of Incorporation,
it shall be authorized by a majority of the votes cast at a meeting of
stockholders by the stockholders entitled to vote thereon.
Shares of the capital stock of the Corporation belonging to the
Corporation or to another corporation if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes.
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SECTION 8. Inspectors. When required by law or directed by the
presiding officer or upon the demand of any stockholder entitled to vote, but
not otherwise, the polls shall be opened and closed, the proxies and ballots
shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided at any meeting of the stockholders by two
or more Inspectors who may be appointed by the Board of Directors before the
meeting, or if not so appointed, shall be appointed by the presiding officer
at the meeting. If any person so appointed fails to appear or act, the vacancy
may be filled by appointment in like manner.
SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Articles of Incorporation, any action required to be
taken or which may be taken at any annual or special meeting of the
stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a unanimous consent in writing, setting forth
the action so taken, shall be signed by each holder of outstanding stock
entitled to vote on the matter and a written waiver of any right to dissent
shall be signed by each stockholder entitled to notice of the meeting but not
entitled to vote at it.
ARTICLE II - BOARD OF DIRECTORS
SECTION 1. Number and Term of Office. The business and affairs of
the Corporation shall be managed by or under the direction of a Board of not
less than three Directors, who need not be stockholders of the Corporation and
at least 40% of whom shall be persons who are not interested persons of the
Corporation as defined in the Investment Company Act of 1940. The Directors
shall, except as hereinafter otherwise provided for filling vacancies, be
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elected at the annual meeting of stockholders, and shall hold office until
their respective successors are elected and qualified or until their earlier
resignation or removal. No person who has attained the age of 75 at the time
of filling a vacancy or on the date of the Annual Meeting of Stockholders
shall be qualified to serve as a Director unless such age limitation has been
waived by a majority of the Directors then in office. The number of Directors
may be altered from time to time by amendment of these By-Laws.
SECTION 2. Removal, Vacancies and Additional Directors. Upon the
vote of the stockholders of at least three-quarters of the shares entitled to
vote thereon, the stockholders may, at any special meeting the notice of which
shall state that it is called for that purpose, remove, for cause, any
Director and fill the vacancy; provided that whenever any Director shall have
been elected by the holders of any class of stock of the Corporation voting
separately as a class under the provisions of the Articles of Incorporation,
such Director may be removed and the vacancy filled only by the vote of the
holders of at least three-quarters of the shares of that class of stock voting
separately as a class. Any Director so elected by the stockholders to fill a
vacancy which results from the removal of a Director shall serve for the
balance of the term of the removed Director and until such elected Director's
successor is elected and qualified or until his earlier resignation or
removal. Vacancies caused by any such removal and not filled by the
stockholders at the meeting at which such removal shall have been made or any
vacancy caused by the death or resignation of any Director or for any other
reason, except for any newly created directorship resulting from any increase
in the authorized number of Directors, may be filled by the affirmative vote
of a majority of the Directors then in office, although less than a quorum.
Any vacancy resulting from any newly created directorship resulting from any
increase in the authorized number of Directors may be filled by the
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affirmative vote of a majority of the entire Board of Directors. Any Director
so elected by the Directors to fill any such vacancy or newly created
directorship shall hold office until the next annual meeting and until his
successor is elected and qualified or until his earlier resignation or
removal.
When one or more Directors shall resign effective at a future date,
a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective,
and each Director so chosen shall hold office as herein provided in connection
with the filling of other vacancies.
SECTION 3. Place of Meeting. The Board of Directors may hold its
meetings in such place or places in the State of Maryland or outside the State
of Maryland as the Board from time to time shall determine.
SECTION 4. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board from time to
time by resolution shall determine. No notice shall be required for any
regular meeting of the Board of Directors; but a copy of every resolution
fixing or changing the time or place of regular meetings shall be mailed to
every Director at least five days before the first meeting held in pursuance
thereof.
SECTION 5. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman of the
Board, the President or by any two of the Directors then in office.
Notice of the day, hour and place of holding of each special meeting
shall be given by mailing the same at least five days before the meeting or by
causing the same to be transmitted by telegraph, cable, wireless or fax at
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least two days before the meeting to each Director. Unless otherwise indicated
in the notice thereof, any and all business other than an amendment of these
By-Laws may be transacted at any special meeting, and an amendment of these
By-Laws may be acted upon if the notice of the meeting shall have stated that
the amendment of these By-Laws is one of the purposes of the meeting. At any
meeting at which every Director shall be present, even though without any
notice, any business may be transacted, including the amendment of these
By-Laws.
SECTION 6. Quorum. Subject to the provisions of Section 2 of this
Article II, a majority of the members of the Board of Directors in office (but
in no case less than one-third of the total number of Directors nor less than
two Directors) shall constitute a quorum for the transaction of business and
the vote of the majority of the Directors present at any meeting of the Board
of Directors at which a quorum is present shall be the act of the Board of
Directors. If at any meeting of the Board there is less than a quorum present,
a majority of those present may adjourn the meeting from time to time.
SECTION 7. Organization. The Chairman of the Board or, in his
absence, the Vice Chairman of the Board (who shall be elected by the Board of
Directors after each annual meeting of the stockholders but who shall not be
an officer of the Corporation) or, in his absence, the President shall preside
at all meetings of the stockholders and at all meetings of the Board of
Directors. In the absence of the Chairman of the Board, the Vice Chairman of
the Board and the President, a Chairman shall be elected from the Directors
present. The Secretary of the Corporation shall act as Secretary of all
meetings of the Directors; but in the absence of the Secretary, the Chairman
may appoint any person to act as Secretary of the meeting.
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SECTION 8. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided by resolution passed by a majority of the whole Board, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and the affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation s property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these By-Laws; and unless such
resolution, these By-Laws, or the Articles of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION 9. Audit Committee. There shall be an Audit Committee of two
or more Directors who are "not interested persons" of the Corporation (as
defined in the Investment Company Act of 1940) appointed by the Board who may
meet at stated times or on notice to all by any of their own number. The
Committee's duties shall include reviewing both the audit and other work of
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the Corporation's independent accountants, recommending to the Board of
Directors the independent accountants to be retained, and reviewing generally
the maintenance and safekeeping of the Corporation's records and documents.
SECTION 10. Conference Telephone Meetings. Unless otherwise
restricted by the Articles of Incorporation or by these By-Laws, the members
of the Board of Directors or any committee designated by the Board, may
participate in a meeting of the Board or such committee, as the case may be,
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at such meeting.
SECTION 11. Consent of Directors or Committee in Lieu of Meeting.
Unless otherwise restricted by the Articles of Incorporation or by these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board or committee, as the case may be.
SECTION 12. Compensation of Directors. No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of being such Director, an interested
person (as such term is defined by the Investment Company Act of 1940) of the
Corporation or of its investment adviser, administrator or principal
underwriter. Except as provided in the preceding sentence, Directors shall be
entitled to receive such compensation from the Corporation for their services
as may from time to time be voted by the Board of Directors.
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ARTICLE III - OFFICERS
SECTION 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a President, an Executive Vice President, one or more
Vice Presidents, a Secretary and a Treasurer, and such additional officers, if
any, as shall be elected by the Board of Directors pursuant to the provisions
of Section 8 of this Article III. The Chairman of the Board, the President,
the Executive Vice President, one or more Vice Presidents, the Secretary and
the Treasurer shall be elected by the Board of Directors at its first meeting
after each annual meeting of the stockholders. The failure to hold such
election shall not of itself terminate the term of office of any officer. If
the Board of Directors in its judgment finds that the best interests of the
Corporation will be served, it may remove any officer or agent of the
Corporation. Any officer may resign at any time upon written notice to the
Corporation. Officers may, but need not, be Directors. Any number of offices
may be held by the same person.
Employees shall be subject to removal, with or without cause, at any
time by the Board of Directors. The removal of an officer shall not prejudice
his contract rights, if any. The election or appointment of an officer shall
not of itself create contract rights. All agents and employees other than
officers elected by the Board of Directors shall also be subject to removal,
with or without cause, at any time by the officers appointing them.
Any vacancy caused by the death of any officer, his resignation, his
removal, or otherwise, may be filled by the Board of Directors.
In addition to the powers and duties of the officers of the
Corporation as set forth in these By-Laws, the officers shall have such
authority and shall perform such duties as from time to time may be determined
by the Board of Directors. At the time of election of officers by the Board of
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Directors, the Board shall designate such officer as shall be the chief
executive officer and the chief operating officer of the Corporation. The
chief executive officer of the Corporation, subject to the control of the
Board of Directors, shall have general charge and control of all of its
business and affairs. The chief operating officer of the Corporation, subject
to the control of the Board of Directors, shall have general charge and
control of all its operations.
SECTION 2. Powers and duties of the Chairman of the Board. The
Chairman of the Board shall, subject to the control of the Board of Directors,
preside at all meetings of the stockholders and at all meetings of the Board
of Directors and shall have such other powers and perform such other duties as
may from time to time be assigned to him by these By-Laws or by the Board of
Directors.
SECTION 3. Powers and Duties of the President. The President,
subject to the control of the Board of Directors, shall, in the absence of the
Chairman of the Board and the Vice Chairman of the Board, preside at all
meetings of the stockholders and the Board of Directors, and shall have such
other powers and perform such other duties as may from time to time be
assigned to him by these By-Laws, the Board of Directors, or the Chairman of
the Board.
SECTION 4. Powers and Duties of the Executive Vice President. The
Executive Vice President, subject to the control of the Board of Directors,
shall, have such powers and perform such duties as may from time to time be
assigned to him by these By-Laws, the Board of Directors, or the Chairman of
the Board.
SECTION 5. Powers and Duties of the Vice Presidents. Each Vice
President shall perform all duties incident to the office of Vice President
and shall have such other powers and perform such other duties as may from
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time to time be assigned to him by these By-Laws, the Board of Directors, the
Chairman of the Board, the President, or the Executive Vice President.
SECTION 6. Powers and Duties of the Secretary. The Secretary shall
keep the minutes of all meetings of the Board of Directors and the minutes of
all meetings of the stockholders in books provided for that purpose; he shall
attend to the giving or serving of all notices of the Corporation; he shall
have custody of the corporate seal of the Corporation and shall affix the same
to such documents and other papers as the Board of Directors or the President
shall authorize and direct; he shall have charge of the stock certificate
books, transfer books and stock ledgers and such other books and papers as the
Board of Directors or the President shall direct, all of which shall at all
reasonable times be open to the examination of any Director upon application
at the office of the Corporation during business hours; and he shall perform
all duties incident to the office of Secretary and shall also have such other
powers and shall perform such other duties as may from time to time be
assigned to him by these By-Laws, the Board of Directors, the Chairman of the
Board, the President, or the Executive Vice President.
SECTION 7. Powers and Duties of the Treasurer. The Treasurer shall
have custody of, and when proper shall pay out, disburse or otherwise dispose
of, all funds and securities of the Corporation which may have come into his
hands; he may endorse on behalf of the Corporation for collection checks,
notes and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositary or depositaries as the Board
of Directors may designate; he shall sign all receipts and vouchers for
payments made to the Corporation; he shall enter or cause to be entered
regularly in the books of the Corporation kept for the purpose full and
accurate accounts of all moneys received or paid or otherwise disposed of by
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him and whenever required by the Board of Directors or the President shall
render statements of such accounts; he shall, at all reasonable times, exhibit
his books and accounts to any Director of the Corporation upon application at
the office of the Corporation during business hours; and he shall perform all
duties incident to the office of Treasurer and shall also have such other
powers and shall perform such other duties as may from time to time be
assigned to him by these ByLaws, the Board of Directors, the Chairman of the
Board, the President, or the Executive Vice President.
SECTION 8. Additional Officers. The Board of Directors may from time
to time elect such other officers (who may but need not be Directors),
including a Controller, Assistant Treasurers, Assistant Secretaries and
Assistant Controllers, as the Board may deem advisable and such officers shall
have such authority and shall perform such duties as may from time to time be
assigned to them by the Board of Directors, the Chairman of the Board or the
President.
The Board of Directors may from time to time by resolution delegate
to any Assistant Treasurer or Assistant Treasurers any of the powers or duties
herein assigned to the Treasurer; and may similarly delegate to any Assistant
Secretary or Assistant Secretaries any of the powers or duties herein assigned
to the Secretary.
SECTION 9. Bonding of Officers and Employees. The Corporation shall
furnish a) bond covering each officer and employee of the Corporation in such
penalties and with such conditions and security as is required by Rule 17g-1
of the Investment Company Act of 1940. No other bond will be furnished unless
the Board shall so require.
SECTION 10. Voting Upon Stocks. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board, the President or any Vice
President shall have full power and authority on behalf of the Corporation to
attend and to act and to vote, or in the name of the Corporation to execute
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proxies to vote, at any meetings of stockholders of any corporation in which
the Corporation may hold stock, and at any such meetings shall possess and may
exercise, in person or by proxy, any and all rights, powers and privileges
incident to the ownership of such stock. The Board of Directors may from time
to time, by resolution, confer like powers upon any other person or persons.
SECTION 11. Compensation of Officers. The officers of the
Corporation shall be entitled to receive such compensation for their services
as shall from time to time be determined by the Board of Directors.
ARTICLE IV - STOCK SEAL, FISCAL YEAR
SECTION 1. Certificates For Shares of Stock. The certificates for
shares of stock of the Corporation shall be in such form, not inconsistent
with the Articles of Incorporation as shall be approved by the Board of
Directors. All certificates shall be signed by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer, and shall not be valid unless so
signed.
In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates had not
ceased to be such officer or officers of the Corporation.
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All certificates for shares of stock shall be consecutively numbered
as the same are issued. The name of the person owning the shares represented
thereby with the number of such shares and the date of issue thereof shall be
entered on the books of the Corporation.
Except as hereinafter provided, all certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall be
issued until former certificates for the same number of shares have been
surrendered and cancelled.
SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person
owning a certificate for shares of stock of the Corporation alleges that it
has been lost, stolen or destroyed, he shall file in the office of the
Corporation an affidavit setting forth, to the best of his knowledge and
belief, the time, place and circumstances of the loss, theft or destruction,
and, if required by the Board of Directors, a bond of indemnity or other
indemnification sufficient in the opinion of the Board of Directors to
indemnify the Corporation and its agents against any claim that may be made
against it or them on account of the alleged loss, theft or destruction of any
such certificate or the issuance of a new certificate in replacement therefor.
Thereupon the Corporation may cause to be issued to such person a new
certificate in replacement for the certificate alleged to have been lost,
stolen or destroyed. Upon the stub of every new certificate so issued shall be
noted the fact of such issue and the number, date and the name of the
registered owner of the lost, stolen or destroyed certificate in lieu of which
the new certificate is issued.
SECTION 3. Transfer of Shares. Shares of stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof, in
person or by his attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred, except as provided in the preceding section.
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SECTION 4. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.
SECTION 5. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, as the case may be, the Board
of Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.
If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given or the thirtieth day before the meeting, whichever is later,
or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held; the record date for determining
stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
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SECTION 6. Dividends. Subject to the provisions of the Articles of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.
Subject to the provisions of the Articles of Incorporation any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine. If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.
SECTION 7. No Preemptive Rights. Shares of stock shall not possess
preemptive rights to purchase additional shares of stock when offered.
SECTION 8. Corporate Seal. The Board of Directors shall provide a
suitable seal, containing the name of the Corporation, which seal shall be
kept in the custody of the Secretary. A duplicate of the seal may be kept and
be used by any officer of the Corporation designated by the Board or the
President.
SECTION 9. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year or such other fiscal year as the Board of Directors from
time to time by resolution shall determine.
ARTICLE V - MISCELLANEOUS PROVISIONS
SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of
exchange, acceptances, notes or other obligations or orders for the payment of
money shall be signed by at least two (2) officers of the Corporation or by a
greater number of officers of the Corporation and/or other persons as the
Board of Directors from time to time shall designate.
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Checks, drafts, bills of exchange, acceptances, notes, obligations
and orders for the payment of money made payable to the Corporation may be
endorsed for deposit to the credit of the Corporation with a duly authorized
depositary by the Treasurer, or otherwise as the Board of Directors may from
time to time, by resolution, determine.
SECTION 2. Loans. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation except as authorized by the Board of
Directors. When authorized so to do, any officer or agent of the Corporation
may effect loans and advances for the Corporation from any bank, trust company
or other institution or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds or
other evidences of indebtedness of the Corporation. When authorized so to do,
any officer or agent of the Corporation may pledge, hypothecate or transfer,
as security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, any and all stocks, securities and other
personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same. Such authority may be general or
confined to specific instances.
SECTION 3. Waivers of Notice. Whenever any notice whatever is
required to be given by law, by the Articles of Incorporation or by these
By-Laws to any person or persons, a waiver thereof in writing, signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
SECTION 4. Offices Outside of Maryland. Except as otherwise required
by the laws of the State of Maryland, the Corporation may have an office or
offices and keep its books, documents and papers outside of the State of
Maryland at such place or places as from time to time may be determined by the
Board of Directors or the President.
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SECTION 5. Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the full extent authorized by law any person
made or threatened to be made a party to an action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that he, his testator or intestate is or was a director, officer,
employee or agent of the Corporation or is or was serving, at the request of
the Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
SECTION 6. Advancement of Expenses. The Corporation shall to the
full extent authorized by law advance expenses to any person made or
threatened to be made a party to an action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
he, his testator or intestate is or was a director, officer, employee or agent
of the Corporation or is or was serving, at the request of the Corporation, as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
SECTION 7. Accountant.
(a) The Corporation shall employ an independent public accountant or
a firm of independent public accountants as its Accountant to examine the
accounts of the Corporation and to sign and certify financial statements filed
by the Corporation. The Accountant s certificates and reports shall be
addressed both to the Board of Directors and to the Stockholders. The
employment of the Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith without any penalty by vote
of a majority of the outstanding voting securities at any Stockholders' meeting
called for that purpose.
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(b) A majority of the members of the Board of Directors who are not
"interested persons" (as defined in the Investment Company Act of 1940) of the
Corporation shall select the Accountant at any meeting held within 60 days
before or after the annual Stockholders' meeting in that year. Such selection
shall be submitted for ratification or rejection at the next succeeding annual
Stockholders meeting. If such meeting shall reject such selection, the
Accountant shall be selected by majority vote of the Corporation s outstanding
voting securities, either at the meeting at which the rejection occurred or at
a subsequent meeting of Stockholders called for that purpose.
(c) Any vacancy occurring between annual meetings, due to the
resignation of the Accountant, may be filled by the vote of a majority of the
members of the Board of Directors who are not "interested persons".
ARTICLE VI - CUSTODIAN
SECTION 1. The Corporation shall have as custodian or custodians
(including any sub-custodian) one or more trust companies or banks of good
standing which shall conform to the requirements of Section 17(f) of the
Investment Company Act of 1940 and the rules promulgated thereunder. To the
extent required by the Investment Company Act of 1940 and the rules
promulgated thereunder, the funds and securities held by the Corporation shall
be kept in the custody of one or more such custodians (and any sub-custodian),
provided such custodian or custodians (and any sub-custodian) can be found
ready and willing to act.
SECTION 2. The Corporation shall upon the resignation, change or
inability to serve of its custodian (and any sub-custodian):
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(i) in case of such resignation or inability to serve, use its best
efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by the Corporation
be delivered directly to the successor custodian; and
(iii) in the event that no successor custodian can be found, submit
to the stockholders before permitting delivery of the cash and securities
owned by the Corporation otherwise than to a successor custodian, the
question whether or not this Corporation shall be liquidated or shall
function without a custodian.
ARTICLE VII - AMENDMENTS
These By-Laws and any amendment thereof may be altered, amended or
repealed, or new By-Laws may be adopted, by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of all of the
members of the Board. Provided, however, in the case of any special meeting at
which all of the members of the Board are not present, the notice of such
meeting shall state that the amendment of these By-Laws was one of the
purposes of the meeting. However, these By-Laws and any amendment thereof,
including the By-Laws adopted by the Board of Directors, may be altered,
amended or repealed and other By-Laws may be adopted by the holders of a
majority of the total outstanding stock of the Corporation entitled to vote at
any annual meeting or at any special meeting, provided, in the case of any
special meeting, that notice of such proposed alteration, amendment, repeal or
adoption is included in the notice of the meeting.
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[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 MARCH 30, 1998, 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 23, 1998 at an Annual Meeting of Stockholders to be held at The
Rockefeller Club Conference Center, 30 Rockefeller Plaza, 64th Floor, Center
Suites B & C, New York, New York 10112 on May 12, 1998, or any adjournment
thereof.
1. ELECTION [_] For all [_] WITHHOLD
OF nominees listed AUTHORITY
DIRECTORS below (to vote for all
(except as nominees listed
marked to the below)
contrary below)
(INSTRUCTION: To withhold authority for any individual nominee strike a
line through the nominee's name on the list below).
Nominees for Class I Directors: Eric R. Gabus and Claude W. Frey
2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the year ending December 31, 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To consider and act upon a proposal to change the Fund's state of
incorporation from Delaware to Maryland by means of a merger of the Fund into
a wholly-owned Maryland subsidiary.
[_] FOR [_] AGAINST [_] ABSTAIN
4. To consider approval of a change in the Fund's Fundamental Restrictions to
authorize the Fund to engage in securities lending with respect to its
portfolio assets to the extent permitted by the Investment Company Act of
1940.
[_] FOR [_] AGAINST [_] ABSTAIN
5. 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, 2, 3 and 4.
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: _________________________________ ,1998
Name of Corporation (if applicable):
_______________________________________________
By:____________________________________________
(Signature)
