<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)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
NOT APPLICABLE
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:
Not Applicable
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2) Aggregate number of securities to which transaction applies:
Not Applicable
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
Not Applicable
----------------------------------------------------------------------
5) Total fee paid:
Not Applicable
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/ / 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
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1999
----------------------------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders
(the "Meeting") of The Swiss Helvetia Fund, Inc. (the "Fund") will be held at
11:30 a.m. on May 19, 1999 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 three Class II Directors to serve for a three-year
term.
2. To ratify the selection by the Board of Directors of
Deloitte & Touche LLP as the Fund's independent public auditor for the
calendar year ending December 31, 1999.
3. 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 30, 1999 as the record date for the determination of Stockholders entitled
to notice of and to vote at the Meeting or any adjournments thereof.
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: April 6, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE
ENCLOSED PROXY AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
Annual Meeting of Stockholders
May 19, 1999
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 11:30 a.m. on May 19, 1999 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 of Stockholders.
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, the shares
will be voted FOR the Election of Directors and FOR the ratification of the
Fund's independent public auditor. A Proxy may be revoked at any time prior to
the time it is voted by written notice to the Secretary of the Fund revoking it,
by submitting a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. Shares represented by a Proxy marked to withhold
authority to vote, and shares represented by a Proxy that indicates that the
broker or nominee Stockholder thereof does not have discretionary authority to
vote them will be counted to determine the existence of a quorum at the Meeting
but will not affect the plurality or majority vote required.
The Board of Directors has fixed the close of business on March 30,
1999 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 24,642,032.288 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 of Stockholders, Proxy Statement and form of
Proxy will first be mailed to Stockholders on or about April 6, 1999.
Management of the Fund knows of no business other than that mentioned
in Proposals 1 and 2 of the Notice of Annual Meeting of Stockholders 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.
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<PAGE>
The Fund will furnish, without charge, a copy of its Annual Report for
its fiscal year ended December 31, 1998 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 April 6, 1999.
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<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 nine and
is divided into three classes of three directors each. The Baron Hottinger and
Samuel B. Witt, III, were elected as Class II Directors in 1996 to serve until
the Annual Meeting of Stockholders in 1999. Mr. Didier Pineau-Valencienne was
elected by the Board as a Class II Director commencing on January 1, 1999 in
anticipation of the retirement of Mr. Jean-Louis Gillieron who retired from the
Board of Directors on March 18, 1999 since, because of his age, he could not
stand for reelection as a Class II Director. The Class II nominees, The Baron
Hottinger and Messrs. Didier Pineau-Valencienne and Samuel B. Witt, III, 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 of Stockholders
in 2002, or until his respective successor shall be elected and shall qualify.
Unless authority is withheld, it is the intention of the persons named
in the accompanying form of Proxy to vote each Proxy FOR the election of the
three Class II nominees listed below. Each Class II 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 II nominees is
currently a member of the Board of Directors.
Required Vote
In accordance with Delaware law and the Fund's Certificate of
Incorporation and ByLaws, 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 THREE NOMINEES AS CLASS II DIRECTORS.
Certain Information Concerning Directors and Executive Officers
The following table sets forth certain information about each person
nominated for election, and each person currently serving or continuing as a
Director and each person who
-3-
<PAGE>
currently serves as an Executive Officer of the Fund, including his beneficial
ownership of Common Stock of the Fund. Except as otherwise indicated, all of the
information is as of December 31, 1998.
<TABLE>
<CAPTION>
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Class II Directors
(Nominees for Terms Expiring in 2002)
- - ------------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Baron Hottinger(2) 64 Director since General Partner: Hottinger & Cie (Zurich); 108,560(3)
Hottinger & Cie 1987, President: Conseil de Surveillance Credit
Dreikonigstrasse 55 Chairman of the Suisse/Hottinguer (Paris), Sofibus (Paris) (real
8027 Zurich Board of estate); Vice President and Director: Financiere
Switzerland Directors and Hottinguer (holding company); Member: Conseil de
Chief Executive Surveillance AXA-UAP; Administrator:
Officer from Investissement Provence S.A. (holding company),
1987 to 1989 AXA, 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)
until December 1998; Director: Donaldson,
Lufkin & Jenrette, Inc. (NY); Schneider, S.A.;
Auditor: Didot Bottin, Financiere Provence
de Participations (FPP)(venture capital);
Managing Director: Intercom (holding company),
Sofides (real estate); Permanent Representative:
AXA-UAP to AXA Millesime; 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>
-4-
<PAGE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------
Class II Directors
(Nominees for Terms Expiring in 2002)
- - ------------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Didier Pineau-Valencienne 68 Director since Chairman and CEO: Schneider SA (industrial 0
Groupe Schneider January 1, 1999 conglomerate) from 1981 until February 1999; Vice
64/70 Avenue Jean- Chairman, Credit Suisse First Boston (Swiss Bank)
Baptiste Clement since February 1, 1999; Chairman and CEO: Ceca
92646 Boulogne- SA (specialty chemicals) (1968 to 1974); Managing
Billancourt Cedex Director, Petrochemicals Division: Rhone-Poulenc
France SA (chemicals) (1974 to 1980); General Manager:
Banque Parisienne pour L'Industry (French
Bank) (1958 to 1968); Director: Equitable
Life Assurance Society (insurance) since
February 1992, Equitable Companies Inc.
(insurance) since February 1992, Bankers
Trust New York Corp. 1992 to March 1995,
Rhone-Poulenc SA (chemicals) since January
1997, Sema Group PLC (Great Britain)
(computers) since March 1990, Compagnie
Generale d'Industrie et de Participations
(CGIP) since 1997, Foundation de France
since 1998, Banque Paribas from May 1990 to
1998, AXA-SA (insurance) from April 1990 to
January 1997; Member: Supervisory Board of
AXA-UAP (France) (insurance) since 1998,
LaGardere (France) (holding company) since
1998; Member: Advisory Board, Banque Paribas
from 1993 to May 1998, Whirlpool Corp. from
1992 to 1996.
- - ------------------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq. 63 Director since Senior Vice President and General Counsel: 2,806
Stateside Associates, Inc. 1987 Stateside Associates, Inc. since August 1993;
2300 Clarendon Blvd. Samuel B. Witt, III, Attorney-at-Law, since August
Suite 407 1993; Partner: Womble Carlyle Sandridge & Rice
Arlington, Virginia 22201- from June 1989 to August 1993; Assistant
3367 Secretary: Fortune 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>
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<PAGE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------
Class III Directors
(Terms Will Expire in 2000)
- - ------------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mr. Paul Hottinguer(2) 56 Chairman of the General Partner: Hottinger & Cie (Zurich) and 108,560(3)
Hottinger & Cie Board of Hottinguer & Cie (Paris) from 1969 to 1990;
Dreikonigstrasse 55 Directors and President: Gaspee (real estate) since 1992,
8027 Zurich Chief Executive Financiere Hottinguer (holding company) since
Switzerland Officer since 1990, Financiere Provence Participations (venture
1989; Director capital firm) since 1990, Drouot Securite
since from 1987 Hottinguer Gestion (Luxembourg) 1989
to 1986, (investment advisor) from 1991 to 1998,
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) from 1992
to 1998; 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- 68 Director since Guest Lecturer, Harvard Business School since 5,812
Marlio 1993 1995; Financial consultant, portfolio management
6 bis rue du Cloitre since 1982; Managing Director: Winthrop
Notre-Dame Laboratories 1979-1982; Managing Director -
75004 Paris, France Europe, Middle East and Africa: Mallinckrodt, Inc.,
1975-1978.
- - ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stephen K. West, Esq. 70 Director since Partner: Sullivan & Cromwell from 1964 through 6,596
Sullivan & Cromwell 1995 and 1997; Of Counsel: Sullivan & Cromwell since
125 Broad Street Counsel to 1997; Director: Pioneer Funds; AMVESCAP PLC;
New York, New York Non-Interested Winthrop Focus Funds; ING America Holdings,
10005 Directors since Inc.; Kleinwort Benson Australian Income Fund;
1987 First ING Life Insurance Company of New York.
- - ------------------------------------------------------------------------------------------------------------------------------
Class I Directors
(Terms Will Expire in 2001)
- - ------------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
Mr. Eric R. Gabus 71 Director since Chairman: L'Express Communication 1,000(4)
St. Dominique 1987; Vice (Neuchatel); Director: Sopad-Nestle
1815 Clarens Chairman (multinational) from 1982 to 1993; Member,
Switzerland (Non-Officer) Centre Europeen de la Culture, Pro C.I.C.R;
since 1994 Chairman: Art Law Centre, Geneva; Deputy
Chairman: Credit Suisse First Boston (London)
from 1982 to 1986; General Manager: Nestle
S.A. (multinational) from 1969 to 1982.
- - ------------------------------------------------------------------------------------------------------------------------------
Alexandre de Takacsy(2) 69 Director from Senior Advisor to the Hottinger Group 200
Financiere Hottinguer 1987 to and President of Hottinger Overseas
43, rue Taitbout February 8, Ltd. since April, 1986; Vice Chairman,
75009 Paris 1994 and since President and Secretary, Hottinger
France September 17, Capital Corp.; Retired Senior
1998 Executive: Royal Bank of Canada
- - ------------------------------------------------------------------------------------------------------------------------------
Mr. Claude W. Frey 55 Director since President of the Swiss Parliament from 1994 to 1,000
Clos 108 1995 1995; Member of the Swiss Parliament since
2012 Auvernier 1979; Chairman of the Board: Federation of
Switzerland 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>
-7-
<PAGE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------
Executive Officers
- - ------------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Rodolphe E. Hottinger(2) 42 President and Director: Sofibus SA (real estate investment 109,250(3)
Hottinger & Cie Chief Operating company), AXA Reinsurance, USA (reinsurance),
3 Place des Bergues Officer since 1997; AXA Switzerland (Insurance), and Rathbone SA
C.P. 395 Acting President Geneva (UK bank); Director: Hottinger Bank &
CH-1201 Geneva from 1996 to Trust Ltd. (Bahamas); Managing Partner: Hottinger
Switzerland 1997; and & Cie (Zurich) since 1987 and Banque Hottinger &
Executive Vice Cie (Paris) from 1987 to 1990; President: Hottinger
President and Brothers & Cie, Inc. (broker/dealer) from 1982 to
Chief Operating 1987 and Emba, NV (investment company) since
Officer from 1994 1990; Vice Chairman of the Board, Director, Chief
to 1996 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) 41 Vice President Director: Hottinger Bank & Trust Ltd. (Bahamas) 2,636
Hottinger Capital Corp. since 1995 since 1996; Chief Operating Officer: Hottinger
630 Fifth Avenue Capital Corp. ("HCC") since December 1998;
Suite 915 Executive Vice President, Portfolio Manager,
New York, New York Member of Investment Committee and Chief
10111 Compliance Officer HCC since September 1994
(manages client account aggregating in excess of
$450 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 from 1991
to 1993 (managed client accounts aggregating in
excess of $250 million).
- - ------------------------------------------------------------------------------------------------------------------------------
Mr. Edward J. Veilleux(2) 55 Vice President Principal, BT Alex. Brown Incorporated since 1989; 0
BT Alex. Brown and Executive Vice President, Investment Company
Incorporated Treasurer since Capital Corp. since 1987.
One South Street 1987
Baltimore, Maryland
21202
- - ------------------------------------------------------------------------------------------------------------------------------
Mr. Scott J. Liotta(2) 33 Vice President Assistant Secretary: BT Funds since September 0
BT Alex. Brown since 1996 1998; Assistant Secretary: Flag Investors Funds, ISI
Incorporated Funds, and BT Alex. Brown Cash Reserve Fund since
One South Street September 1996; Manager: Fund Administration, BT
Baltimore, Maryland Alex. Brown Incorporated since July 1996; Manager
21202 and Foreign Markets Specialist: Putnam Investments
Inc., from April 1994 to July 1996 (responsible for
all foreign market registrations for each fund
managed by Putnam Investments Inc.); Supervisor:
Brown Brothers Harriman & Co., from 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).
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</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------
Executive Officers
- - ------------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1998(1)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul R. Brenner, Esq.(2) 56 Secretary since Of Counsel: Salans Hertzfeld Heilbronn Christy & 6,406
700 White Plains Road 1987 Viener (General Counsel to the Fund) since July
Suite 223 1996; Paul R. Brenner, Attorney-at-Law since June
Scarsdale, New York 1993; Counsel to the Fund since May 1994; Partner:
10583 Kelley Drye & Warren from 1977 to 1993.
- - ------------------------------------------------------------------------------------------------------------------------------
Mr. Joseph A. Finelli(2) 41 Assistant Vice President: BT Alex. Brown Incorporated and 0
BT Alex. Brown Treasurer since Investment Company Capital Corp. since September
Incorporated 1995 1995 and Delaware Management Company Inc.,
One South Street from 1980 to August 1995; Vice President and
Baltimore, Maryland Treasurer: The Delaware Group of Funds, 1980 to
21202 August 1995.
- - ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
1 All Directors and Executive Officers as a group (14 persons) owned 135,706
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, as amended (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; Alexandre de
Takacsy is an "Interested Person" because of his affiliation with HCC;
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 Salans Hertzfeld Heilbronn Christy &
Viener, which serves as General Counsel for the Fund.
3 Hottinger & Cie (Zurich), a partnership, owns 63,710 shares of the Fund and
Hottinger Capital Corp., the Fund's Investment Advisor, owns 44,850 shares
of the Fund. Paul Hottinguer and The Baron Hottinger are brothers, and
Rodolphe E. Hottinger is the son of The Baron. Paul Hottinguer, The Baron
Hottinger and Rodolphe E. Hottinger are controlling partners of Hottinger &
Cie (Zurich) and controlling shareholders and directors of Hottinger
Capital Corp. and therefore share voting and investment power in connection
with the 108,560 shares of the Fund owned by Hottinger & Cie (Zurich) and
Hottinger Capital Corp. In addition, Mr. Rodolphe E. Hottinger directly
owns 690 shares.
4 As of January, 1999.
The Executive Officers of the Fund are elected annually by the Board of
Directors at its Annual Meeting following the Annual Meeting of Stockholders.
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<PAGE>
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 the independent public auditor
and reviews with the independent public auditor 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 September 18,
1998 at which it recommended to the Board of Directors the appointment of
Alexandre de Takacsy to the Board of Directors immediately and the appointment
of Didier Pineau-Valencienne to the Board of Directors effective January 1,
1999. Additionally, the Nominating Committee held a meeting on March 18, 1999 to
recommend to the Board of Directors the nominees for Class II Directors to be
elected at the 1999 Annual Meeting of Stockholders. 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 year ended December 31, 1998, 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 $8,112.70, 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
$8,923.97 (in lieu of the approximate $8,112.70 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, 1998, all incumbent non-interested Directors as a group were
entitled to receive from the Fund aggregate remuneration amounting to $93,737.47
and individual remuneration (exclusive of reimbursed expenses), as follows:
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<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 $14,112.70 $0 $0 $14,112.70
- - -------------------------------------------------------------------------------------------------------------------------------
Eric R. Gabus, Director $16,362.70 $0 $0 $16,362.70
- - -------------------------------------------------------------------------------------------------------------------------------
Jean-Louis Gillieron, Director $14,112.70 $0 $0 $14,112.70
- - -------------------------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio, Director $14,112.70 $0 $0 $14,112.70
- - -------------------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq., Director $15,612.70 $0 $0 $15,612.70
- - -------------------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq., Director $19,423.97 $0 $0 $19,423.97
- - -------------------------------------------------------------------------------------------------------------------------------
TOTAL REMUNERATION: $93,737.47 $0 $0 $93,737.47
========== == == ==========
- - -------------------------------------------------------------------------------------------------------------------------------
</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 1998. 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 1998.
Security Ownership of Certain Beneficial Owners
As of December 31, 1998, no Stockholder, to the knowledge of
Management, other than the President and Fellows of Harvard College and Lazard
Freres & Co. LLC, beneficially owned more than 5 percent of the Fund's
outstanding shares of Common Stock. The President and Fellows of Harvard
College, through its endowment fund and its pension fund, beneficially owned
1,599,600 shares of Common Stock and Lazard Freres & Co. LLC, on behalf of its
advisory clients, beneficially owned 1,536,000 shares of Common Stock
representing approximately 6.5 percent and 6.2 percent of the Fund's outstanding
shares, respectively, as of such date.
-11-
<PAGE>
SELECTION OF INDEPENDENT PUBLIC AUDITOR
(Proposal 2)
At a Meeting held on March 18, 1999, the Board of Directors of the
Fund, including a majority of the Directors who are non-interested Directors,
selected Deloitte & Touche LLP (the "Firm" or "D&T") to act as the independent
public auditor for the Fund for the fiscal year ending December 31, 1999. 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 the
independent public auditor 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 the
Fund's independent public auditor. 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 the Fund's
independent public auditor.
Required Vote
The selection of the Fund's independent public auditor 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.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO RATIFY
THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC AUDITOR FOR THE
YEAR ENDING DECEMBER 31, 1999.
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.
-12-
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual
Meeting of Stockholders in 2000 must be received by the Fund on or before
December 8, 1999, in order to be included in the Fund's proxy statement and
form of proxy relating to that Meeting. Except as otherwise provided by the
rules and regulations of the Securities and Exchange Commission, any other
stockholder proposals intended to be presented at the Fund's Annual Meeting of
Stockholders in 2000 must be received by the Fund not less than 90 nor more
than 120 days prior to the first anniversary following the 1999 Annual Meeting
of Stockholders. 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.
VOTING RESULTS
The Fund will advise the Stockholders of the voting results of the
matters voted upon at the Annual Meeting in the 1999 Semi-Annual Report to
Stockholders.
ANNUAL REPORT
The Fund will furnish, without charge, a copy of the 1998 Annual Report
and the most recent Quarterly Report to any Stockholder upon request addressed
to Rudolf S. Millisits, Vice President, The Swiss Helvetia Fund, Inc., 630 Fifth
Avenue, Suite 915, New York, New York 10111 (toll free telephone number:
1-888-794-7700).
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT TO THE FUND.
Paul R. Brenner
Secretary
Dated: April 6, 1999
-13-
<PAGE>
[SIDE ONE]
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
New York, New York 10111-0001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE SWISS HELVETIA FUND, INC. PURSUANT TO A SEPARATE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT,
DATED APRIL 6, 1999, 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 30, 1999 at the 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 19, 1999, or any adjournment
thereof.
- - --------------------------------------------------------------------------------
1. ELECTION OF |_| For all nominees listed |_| WITHHOLD
DIRECTORS below AUTHORITY
(except as marked to the (to vote for all
contrary below) nominees listed
below)
- - --------------------------------------------------------------------------------
(INSTRUCTION: To withhold authority for any individual nominee strike a
line through the nominee's name on the list below).
Nominees for Class II Directors: The Baron Hottinger, Didier
Pineau-Valencienne and Samuel B. Witt, III, Esq.
2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as
the Fund's independent public auditor for the year ending December 31, 1999.
- - --------------------------------------------------------------------------------
|_| FOR |_| AGAINST |_| ABSTAIN
- - --------------------------------------------------------------------------------
3. To consider and act upon any other business as may properly come before the
Meeting or any adjournment thereof.
(Continued, and to be signed, on the reverse side)
<PAGE>
[SIDE TWO]
(Continued from other side)
This proxy, when properly executed and returned to the Fund, will be
voted in the manner directed herein by the undersigned stockholder. If no
direction is given, this proxy will be voted FOR Proposals 1 and 2.
The undersigned hereby revokes any proxy or proxies heretofore given
and ratifies and confirms all that the proxies appointed hereby, or either one
of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof. Both of said proxies or their substitutes who shall be present and act
at the Meeting, or if only one is present and acts, then that one, shall have
and may exercise all of the powers hereby granted to such proxies.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO THE FUND.
Your signature should appear the same as
your name appears hereon. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. When signing as joint
tenants, all parties in the joint
tenancy must sign. 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: ,1999
-----------------------
Name of Corporation (if applicable):
----------------------------------------
By:
----------------------------------------
(Signature)
By:
----------------------------------------
(Signature)
