<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the Appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
- --------------------------------------------------------------------------------
THE SWISS HELVETIA FUND, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
NOT APPLICABLE
Payment of Filing Fee (Check 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
2. Aggregate number of securities to which transaction applies:
Not Applicable
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
Not Applicable
4. Proposed maximum aggregate value of transaction:
Not Applicable
5. Total fee paid:
Not Applicable
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration No.:
3. Filing Party:
4. Date Filed:
<PAGE>
THE SWISS HELVETIA FUND, INC.
630 Fifth Avenue
Suite 915
New York, New York 10111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 2000
----------------------------------------
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, 2000 at The Drake Swissotel, 440 Park Avenue, Manhattan
East and West Suites, New York, New York 10022, for the following purposes:
1. To elect three Class III Directors to serve for a
three-year term.
2. To ratify the selection by the Board of Directors of
Deloitte & Touche LLP as the Fund's independent public auditor for the year
ending December 31, 2000.
3. To consider a stockholder advisory proposal.
4. 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
April 12, 2000 as the record date for the determination of stockholders entitled
to notice of and to vote at the Meeting or any adjournments or postponements
thereof. A list of stockholders of record as of April 12, 2000 will be available
for inspection for any purposes germane to the Meeting during ordinary business
hours at the offices of the Fund, 630 Fifth Avenue, New York, New York 10111
from May 9, 2000 to the date of the Meeting.
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 or, if no envelope is provided, please send to PFPC,
P.O. Box 8950, Wilmington, Delaware 19899, Attention: The Swiss Helvetia Fund,
Inc. The enclosed Proxy is being solicited by the Board of Directors of the
Fund.
By order of the Board of Directors.
Paul R. Brenner
Dated: April 19, 2000 Secretary
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, 2000
PROXY STATEMENT
Dated: April 19, 2000
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, 2000 at The Drake Swissotel, 440 Park Avenue, Manhattan
East and West Suites, New York, New York 10022. The purpose of the Meeting and
the matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting 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, FOR the ratification of the Fund's
independent public auditor, and AGAINST the stockholder proposal. A Proxy may be
revoked at any time prior to the time it is voted by written notice to the
Secretary of the Fund revoking it, by submitting a properly executed proxy
bearing a later date, or by attending the Meeting and voting in person.
Attending the Meeting will not automatically revoke a previously executed proxy.
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 and will not affect the
plurality vote required for the election of directors or the vote on the
stockholder proposal. However, they will have an adverse effect on the vote for
the ratification of the appointment of the auditors, which requires a majority
vote of the shares present, since they are not votes cast for the matter. To the
extent any stockholder owns shares of the Fund in violation of applicable law,
including the Investment Company Act of 1940, the Fund may determine that the
vote attributable to such shares shall not be counted, or that such shares will
not be counted for quorum purposes, or both.
The Board of Directors has fixed the close of business on April 12,
2000 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 24,353,936.51 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 19, 2000.
1
<PAGE>
Management of the Fund knows of no business other than that mentioned
in Proposals 1, 2 and 3 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.
The Fund will furnish, without charge, a copy of its Annual Report for
its year ended December 31, 1999 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.
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 nine and is divided into three classes of three Directors each. Paul
Hottinguer, Claude Mosseri-Marlio and Stephen K. West, Esq. were elected as
Class III Directors in 1997 to serve until the Annual Meeting of Stockholders in
2000. The Class III nominees, Paul Hottinguer, Claude Mosseri-Marlio and Stephen
K. West, Esq., are the only nominees to be considered for election at the
Meeting and, if elected, each will serve a three-year term of office until the
Annual Meeting of Stockholders in 2003, or until his respective successor shall
be elected and shall qualify.
Unless authority is withheld, it is the intention of the persons named
in the accompanying form of Proxy to vote each Proxy FOR the election of the
three Class III nominees listed below. Each Class III nominee has indicated he
will serve, if elected, but if any such nominee should be unable to serve,
proxies will be voted for an alternate nominee, if any, designated by the Board
of Directors. The Board of Directors has no reason to believe that any nominee
will be unable to serve as a Director. Each of the Class III nominees is
currently a member of the Board of Directors.
Required Vote
In accordance with Delaware law and the Fund's Certificate of
Incorporation and By-Laws, Directors are elected by a plurality of the votes
cast at the Meeting by the stockholders entitled to vote. Abstentions and broker
non-votes will not be included in determining the number of votes cast in a
Director's favor. A broker non-vote occurs when a broker holding shares for a
beneficial owner does not vote on a particular matter because the broker does
not have discretionary voting power with respect to that matter and has not
received instructions from the beneficial owner.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL
1 TO ELECT THE THREE NOMINEES AS CLASS III DIRECTORS.
2
<PAGE>
Certain Information Concerning Directors and Executive Officers
The following table sets forth certain information about each person
nominated for election, each person currently serving or 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. Except as
otherwise indicated, all of the information is as of December 31, 1999.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Class III Directors
(Nominees for Terms Expiring in 2003)
- -------------------------------------------------------------------------------------------------------------------------
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31, 1999(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Paul Hottinguer(2) 57 Chairman of General Partner: Hottinger & Cie 162,411(3)
Hottinger & Cie the Board of (Zurich); President: Gaspee (real
Dreikonigstrasse 55 Directors and estate) since 1992, Financiere
8027 Zurich Chief Hottinguer (holding company) since 1990,
Switzerland Executive Financiere Provence Participations
Officer since (venture capital firm) since 1990,
1989; Drouot Securite since 1986, Hottinguer
Director Gestion (Luxembourg) (investment
since 1987. 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- 69 Director E.B.R.D. - European Bank for 5,812
Marlio since 1993. Reconstruction and Development; Senior
6 bis rue du Cloitre Advisor: TAM Program (Turn Around
Notre-Dame Management) since 1999; Director:
75004 Paris Generali Investments (France) since
France 1999; Guest Lecturer: Kelley School of
Business, Indiana University since 1998;
Senior Financial consultant, portfolio
management since 1982; Managing
Director: Winthrop Laboratories from
1979 to 1982; Managing Director -
Europe, Middle East and Africa:
Mallinckrodt, Inc. from 1975 to 1978.
- -------------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq. 71 Director Partner: Sullivan & Cromwell from 1964 6,620
Sullivan & Cromwell since 1995 through 1996; Of Counsel: Sullivan &
125 Broad Street and Counsel Cromwell since 1997; Director: Pioneer
New York, New York 10004 to Funds; AMVESCAP PLC; Winthrop Focus
Non-Interested Funds; ING America Insurance Holdings,
Directors Inc.; Dresdner RCM Global Strategic
since 1987. Income Fund, Inc.; First ING Insurance
Company of New York.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
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, 1999(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Eric R. Gabus 72 Director Chairman: Societe Neuchateloise de 1,000
St. Dominique since 1987; Presse since 1999, L'Express
1815 Clarens Vice Chairman Communication (Neuchatel) since 1983,
Switzerland (Non-Officer) Art Law Centre, Geneva since 1998;
since 1994. Vice Chairman: Fondation Denis de
Rougemont pour l'Europe, Geneva since
1980; Board Member: Pro C.I.C.R
(International Red Cross) Neuchatel
since 1986; Deputy Chairman: Credit
Suisse First Boston from 1982 to 1986;
General Manager: Nestle S.A., Vevey
from 1969 to 1982; Manager: Banque
Paribas from 1955 to 1969.
- -------------------------------------------------------------------------------------------------------------------------
Alexandre de Takacsy(2) 70 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 President and Secretary, Hottinger
France since Capital Corp.; Retired Senior
September 17, Executive; Royal Bank of Canada.
1998.
- -------------------------------------------------------------------------------------------------------------------------
Mr. Claude W. Frey 56 Director President of the Swiss Parliament 1,500
Clos 108 since 1995. (1994-1995); Member of the Swiss
2012 Auvernier Parliament since 1979; Chairman of the
Switzerland Board: 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' Association since 1995; Vice
Chairman: Federation of Swiss
Employers' Association since 1997.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Class II Directors
(Terms Will Expire 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, 1999(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Baron Hottinger(2) 65 Director General Partner: Hottinger & Cie 162,411(3)
Hottinger & Cie since 1987, (Zurich); President: Conseil de
Dreikonigstrasse 55 Chairman of Surveillance Credit Suisse/Hottinguer
8027 Zurich the Board of (Paris), Sofibus (Paris) (real estate);
Switzerland Directors and Vice President and Director: Financiere
Chief Hottinguer (holding company); Member:
Executive Conseil de Surveillance AXA-UAP;
Officer from Administrator: Investissement Provence
1987 to 1989. S.A. (holding company), 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); 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.
- -------------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne 69 Director Chairman and CEO: Schneider SA 2,000
Groupe Schneider since 1999. (industrial conglomerate) from 1981
64/70 Avenue until February 1999; Vice Chairman,
Jean-Baptiste Clement Credit Suisse First Boston (Swiss Bank)
92646 since February 1, 1999; Chairman and
Boulogne-Billancourt Cedex CEO: Ceca SA (specialty chemicals) (1968
France to 1974); Managing Director,
Petrochemicals Division: Rhone-Poulenc 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.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Class II Directors
(Terms Will Expire 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, 1999(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel B. Witt, III, Esq. 64 Director Senior Vice President and General 2,806
Stateside Associates, Inc. since 1987. Counsel: Stateside Associates, Inc.
2300 Clarendon Blvd. since August 1993; Samuel B. Witt, III,
Suite 407 Attorney-at-Law, since August 1993;
Arlington, Virginia Partner: Womble Carlyle Sandridge & Rice
22201-3367 from June 1989 to August 1993; Assistant
Secretary: Fortune Technologies, Inc.
from 1990 to 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 to 1996,
U.S. Games from October 1994 to
September 1996 and Grossman's Inc. from
December 1996 to 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.
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
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, 1999(1)
- -------------------------------------------------------------------------------------------------------------------------
Mr. Rodolphe E. 43 President and Director: Sofibus SA (real estate 173,101(3)
Hottinger(2) Chief Operating investment company), AXA Reinsurance, USA
Hottinger & Cie Officer since (reinsurance),AXA Switzerland
3 Place des Bergues 1997; Acting (Insurance), and Rathbone SA Geneva (UK
C.P. 395 President from bank); Director: Hottinger Bank & Trust
CH-1201 Geneva 1996 to 1997; Ltd. (Bahamas); Managing Partner:
Switzerland and Executive Hottinger & Cie (Zurich) since 1987 and
Vice President Banque Hottinger & Cie (Paris) from 1987
and Chief to 1990; President: Hottinger Brothers &
Operating Cie, Inc. (broker/dealer) from 1982 to
Officer from 1987 and Emba, NV (investment company)
1994 to 1996. since 1990; Vice Chairman of the Board,
Director, Chief Executive Officer and
Member of Investment Committee: Hottinger
Capital Corp.since 1994; Vice Chairman:
Hottinger Zueri Valore (equity fund)
since 1996.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<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, 1999(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Rudolf S. Millisits(2) 42 Vice President Director: Hottinger Bank & Trust Ltd. 3,104
Hottinger Capital Corp. since 1995. (Bahamas) since 1996; Chief Operating
630 Fifth Avenue Officer: Hottinger Capital Corp. ("HCC")
Suite 915 since December 1998; Executive Vice
New York, New York 10111 President, Portfolio Manager, Member of
Investment Committee and Chief Compliance
Officer: HCC since September 1994
(manages client account aggregating in
excess of $415 million); Assistant
Secretary: HCC since August 1995;
Executive Vice President: Hottinger U.S.,
Inc. since September 1994 and Assistant
Secretary since August 1995; Vice
President and Portfolio Manager:
Hottinger & Cie (Zurich) since 1993;
Assistant Vice President and Investment
Advisor: Credit Suisse Geneva.
- -------------------------------------------------------------------------------------------------------------------------
Mr. Edward J. Veilleux(2) 56 Vice President Director: Deutsche Asset Management since 0
Investment Company and 1999; Principal: BT Alex. Brown
Capital Corp. Treasurer since Incorporated from 1989 to 1999; Executive
One South Street 1987. Vice President, Investment Company
Baltimore, Maryland 21202 Capital Corp. since 1987.
- -------------------------------------------------------------------------------------------------------------------------
Paul R. Brenner, Esq.(2) 57 Secretary since Of Counsel: Salans Hertzfeld Heilbronn 6,816
700 White Plains Road 1987. Christy & Viener (General Counsel to the
Suite 223 Fund) since July 1996; Paul R. Brenner,
Scarsdale, New York 10583 Attorney-at-Law since June 1993; Counsel
to the Fund since May 1994; Partner:
Kelley Drye & Warren from 1977 to 1993.
- -------------------------------------------------------------------------------------------------------------------------
Mr. James L. Knell(2) 46 Assistant Vice President: Deutsche Asset Management 0
Investment Company Treasurer since since 1998; Chief Financial Officer and
Capital Corp. 1999. Chief Operating Officer: Care Resources
One South Street from 1993 to 1998; Vice President and
Baltimore, Maryland 21202 Director of Financial Planning: T.Rowe
Price from 1979 to 1993; Auditor: Public
Accounting from 1976 to 1979.
- -------------------------------------------------------------------------------------------------------------------------
Mr. Charles A. Rizzo(2) 42 Assistant Vice President: Deutsche Asset Management 0
Investment Company Treasurer since since 1998; Senior Manager: Coopers and
Capital Corp. 1999. Lybrand LLP from 1995 to 1998.
One South Street
Baltimore, Maryland 21202
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------
(1) All Directors and Executive Officers as a group (15 persons) owned 202,959
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; James L. Knell is an "Interested Person" because he is an Assistant
Treasurer of the Fund; Charles A. Rizzo is an "Interested Person" because he
is an 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.
7
<PAGE>
The Executive Officers of the Fund are elected annually by the Board of
Directors at its Annual Meeting following the Annual Meeting of Stockholders.
The Board of Directors has an Audit Committee whose current members are
Messrs. Pineau-Valencienne, 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 year ended December 31, 1999. 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 16, 2000 to recommend to the Board of
Directors the nominees for the Class III Directors to be elected at this
Meeting. The Nominating Committee held one meeting during the year ended
December 31, 1999. The Nominating Committee will consider nominees recommended
by a stockholder if such recommendation is in writing and received by the Fund
by the deadline specified below under "Stockholder Proposal" and otherwise
complies with the requirements for such proposals contained in the Fund's
By-laws. 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, 1999, the Board of Directors met five
times, of which four were regularly scheduled meetings and one was a special
meeting. 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 $8,413, 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 $9,254
(in lieu of the approximate $8,413 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,
1999, all incumbent non-interested Directors as a group were entitled to receive
from the Fund aggregate remuneration amounting to $101,133.55 and individual
remuneration (exclusive of reimbursed expenses), as follows:
- ---------------
(3) Hottinger & Cie (Zurich), a partnership, owns 108,710 shares of the Fund,
Hottinger Capital Corp., the Fund's Investment Advisor, owns 49,201 shares
of the Fund, Hottinger Finanz AG owns 2,250 shares of the Fund and Hottinger
Treuhand AG owns 2,250 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., Hottinger Finanz AG
and Hottinger Treuhand AG and therefore share voting and investment power
over the 162,411 shares of the Fund owned by Hottinger & Cie (Zurich),
Hottinger Capital Corp., Hottinger Finanz AG and Hottinger Treuhand AG. In
addition, Mr. Rodolphe E. Hottinger directly owns 10,690 shares.
8
<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 $13,501.50 $0 $0 $13,501.50
- ----------------------------------------------------------------------------------------------------------------------
Eric R. Gabus, Director $12,751.50 $0 $0 $12,751.50
- ----------------------------------------------------------------------------------------------------------------------
Jean-Louis Gillieron, Director* $3,549.40 $0 $0 $3,549.40
- ----------------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio, Director $13,501.50 $0 $0 $13,501.50
- ----------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne, Director $16,501.50 $0 $0 $16,501.50
- ----------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq., Director $20,251.50 $0 $0 $20,251.50
- ----------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq., Director, $21,076.65 $0 $0 $21,076.65
Chairman of the Audit Committee
- ----------------------------------------------------------------------------------------------------------------------
TOTAL REMUNERATION: $101,133.55 $0 $0 $101,133.55
=========== == == ===========
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
*Retired March 18, 1999
No other Director of the Fund received compensation from the Fund. 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, no other
persons have been included in 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 1999. 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 the year ended
December 31, 1999.
9
<PAGE>
Security Ownership of Certain Beneficial Owners
As of December 31, 1999, 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 five 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, filed on February 14,
2000 an amendment to its beneficial ownership report on Schedule 13G with the
Securities and Exchange Commission stating that as of December 31, 1999 it
beneficially owned 2,185,900 shares of Common Stock and Lazard Freres & Co. LLC,
on behalf of its advisory clients, filed on February 2, 2000 an amendment to its
beneficial ownership report on Schedule 13G with the Securities and Exchange
Commission stating that as of December 31, 1999 it beneficially owned 1,646,100
shares of Common Stock. Based on such filings, these holdings represented
approximately 8.90 percent and 6.68 percent of the Fund's outstanding shares,
respectively, as of December 31, 1999.
SELECTION OF INDEPENDENT PUBLIC AUDITOR
(Proposal 2)
At a Meeting held on March 16, 2000 and based upon the unanimous
recommendation of the Audit Committee, 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 year ending December 31, 2000. Based principally on
representations from the Firm, 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 but will be counted for
purposes of determining the number of shares present in person or represented by
proxy. As a result, since they are not votes cast "for" this proposal, they have
the same effect as negative votes or votes "against" the proposal. 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 UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL
2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE FUND'S INDEPENDENT
PUBLIC AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2000.
10
<PAGE>
STOCKHOLDER PROPOSAL
(Proposal 3)
An owner (the "proponent") of shares of the Fund has informed the Fund
that it intends to present the proposal set forth below (the "Stockholder
Proposal") for action at the Meeting. The proponent's name, mailing or e-mail
address and the number of shares owned by the proponent will be promptly
furnished to any stockholder by the Secretary of the Fund upon oral or written
request directed to the Secretary. This Proposal is advisory and does not
involve any minimum number of votes.
The Stockholder Proposal and Supporting Statement are as follows:
RESOLVED: The stockholders of The Swiss Helvetia Fund (the
"Fund") request the Board of Directors to take the steps
necessary to convert the Fund to an open-end fund.
Supporting Statement
We have been a shareholder of the Fund since August 1995. Its
shares have long traded at a double-digit discount to net
asset value since August 1995. Despite some commendable
measures that the Board of Directors has taken to address the
discount including a sizable share repurchase program, our
opinion is that the discount has remained too wide for too
long. As of December 3, 1999, the Fund's discount was 20.6%.
That means that the total difference between the Fund's market
value and its NAV was about $90 million on that date.
The time has come to convert the Fund to an open-end fund.
Converting it to an open-end fund will give stockholders a
tangible benefit, i.e. elimination of the discount that we
believe far outweighs whatever theoretical advantages the
closed-end structure supposedly offers. Although this
proposal, if approved, is not binding on the directors, it is
hoped that it will send a message to them that the
shareholders want the discount eliminated.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "AGAINST"
PROPOSAL 3 FOR THE REASONS STATED BELOW.
OPPOSING STATEMENT OF YOUR BOARD
Your Board of Directors is opposed to Proposal 3 and unanimously
recommends that you vote AGAINST this proposal for the following reasons:
11
<PAGE>
o Open-ending your Fund will likely burden your Fund's long-term
investors with dilution, lower performance, higher expenses and
adverse tax consequences, and could even lead to the complete
liquidation of your Fund.
o Your Fund's relative investment performance has been outstanding
with its existing closed-end format.
o Open-ending your Fund will deprive investors of the closed-end
format's advantages, including the investment leverage effect of
the market discount.
1. Dilution and Performance Impairment. Management has advised the
Board of Directors that open-ending would almost certainly result in heavy
stockholder withdrawals within a few weeks. These could initially shrink the
size of the Fund by one quarter or more. To raise the needed cash, the portfolio
would have to be partially liquidated in a short period of time. Management has
advised the Board of Directors that, because of the limited liquidity of the
Swiss equity markets, these sales could decrease prices and reduce the net asset
value of the shares held by the remaining stockholders of the Fund.
Moreover, the Fund would thereafter be required to maintain substantial
cash reserves to meet further redemptions. As a practical matter, your Fund's
portfolio managers would be severely constrained in their ability to add value
through appropriate diversification, sector allocation and investment in medium
and smaller capitalization companies in a manner consistent with the Fund's past
and anticipated future practice and investor expectations. Management has
advised the Board of Directors that under these circumstances it is highly
unlikely that the Fund could continue its outstanding relative performance of
the past several years.
Indeed, Management believes that massive withdrawals, coupled with
subsequent distributions to remaining stockholders of the resulting taxable
realized capital gains (see "4" below), could reduce the Fund's assets to the
point that the Fund would be too small to be economically viable, in which case
your Board of Directors may be obliged to recommend that the Fund be liquidated.
The freedom of your Fund's portfolio managers to focus on investing
with appropriate asset diversification, sector allocation and investment in
medium and smaller capitalization companies has caused your Fund's investment
performance over the last three years to exceed its benchmark index, the Swiss
Performance Index, in each year. In addition, Management has advised the Board
of Directors that your Fund outperformed its peer group of Swiss equity funds
managed by major Swiss banks as follows.
12
<PAGE>
Peer Group Performance Comparisons
Total Return Based Upon Net Asset Value in Swiss Franc Terms*
- --------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------
The Swiss Helvetia Fund, Inc. 14.70% 15.89% 55.38%
- --------------------------------------------------------------------------------
Swiss Performance Index** 11.69% 15.36% 55.19%
- --------------------------------------------------------------------------------
Pictet Valsuisse 9.36% 11.02% 55.67%
- --------------------------------------------------------------------------------
CS Equity Swiss Blue Chips 7.60% 14.30% 59.60%
- --------------------------------------------------------------------------------
Saraswiss (Bank Sarasin) 6.87% 12.75% 53.62%
- --------------------------------------------------------------------------------
Swiss Baer (Julius Baer) 1.73% 13.04% 55.94%
- --------------------------------------------------------------------------------
UBS Equity Inv. Switzerland 1.00% 12.00% 56.00%
- --------------------------------------------------------------------------------
* In each case except for Saraswiss, total return is calculated assuming
reinvestment of all distributions. Fund's listed, other than the Fund, are
not registered with the Securities and Exchange Commission. Performance
information for such funds is derived from their published investor reports.
** The Swiss Performance Index is unmanaged and reflects no expenses, whereas
the Fund has outperformed the Index even after taking into account its
expenses.
Further, your Fund received the 1998 and 1999 Lipper Performance Achievement
Certificate ranking it as the "Number One" fund in the Lipper Closed-End Fund
Performance Analysis for Western European Funds for the ten year periods ending
December 31, 1998 and 1999.
As of December 31, 1999, the Fund had five investments that through
either market appreciation or merger have each grown to represent 5% or more of
the net assets of the Fund as of such date. Together, these investments, which
Management believes are desirable to maintain, constituted approximately 57% of
the market value of the Fund's net assets as of December 31, 1999. Under U.S.
tax law, regulated investment companies such as the Fund are limited in their
ability to establish positions over 5% through purchases. If the Fund were to
open-end, Management believes that it would probably have to sell many of these
positions to raise cash for redemptions and may not be able to re-establish them
at current levels even if cash became available from new investors. Moreover,
disposition of these larger investments would likely cause the Fund's
performance to suffer. For each of the years ending 1999, 1998 and 1997, at
least two of the Fund's over 5% investments have consistently ranked among the
Fund's ten investments experiencing the greatest appreciation over the prior
year-end.
2. Higher Expenses. Open-ending would also be likely to substantially
increase the Fund's expense ratio. First, the Fund's fixed expenses would be
spread over a substantially smaller asset base, increasing their per-share
affect. Fixed expenses are those that tend not to decrease proportionately with
the Fund's size. Unlike open-end funds that are part of a family of funds, your
Fund does not have a ready means to attract new investors, so withdrawals will
likely continue at higher levels than new investor purchases. This will shrink
the Fund.
13
<PAGE>
Second, open-ending would probably involve new ongoing expenses, such
as an annual distribution (12b-1) fee of at least 0.25% (25 basis points) and
additional stockholder servicing fees. For example, a 50% decrease in the Fund's
net assets and the addition of a 25 basis point 12b-1 fee, would increase the
Fund's per-share expense ratio from the current level of 1.11% to approximately
1.71% (not including at least an estimated $350,000 one-time cost for conversion
to open-end form).
o Your Fund's expense ratio has for many years been among the lowest
of European closed-end country funds. Open-end funds typically
have higher expense ratios because of their need to provide
additional shareholder services and to make distribution (12b-1)
payments.
3. Loss of Investment Leverage from Market Discount. Your Fund's shares
have traded at a discount to their net asset value in recent years. Your Board
of Directors believes there may be some misunderstandings about the market
discount of your Fund and other closed-end funds. Market discounts (and possible
premiums) are an inherent consequence of the closed-end fund format. They are
affected by supply and demand for Fund shares, but their exact cause has not
been adequately explained by financial analysts or academic studies. In any
event, discounts can vary widely over time. Indeed, a market discount can be an
investment advantage. For example, a discount of 18% presents the opportunity to
buy $100 worth of working investment assets for $82.
Your Fund instituted a share buy-back program in early 1999, which
continues as of this date. The principal purpose of the program is to enhance
stockholder value by increasing the Fund's net asset value without a meaningful
adverse effect upon the Fund's expense ratio. While some may suggest that a
buy-back program does not have a lasting effect on the discount, your Board
recognizes that some stockholders strongly favor buy-back programs. In 1999, buy
backs added 0.67%, or $2,802,736.60, to year-end net asset value. This program
continues as of this date.
4. Adverse Tax Consequences to Stockholders. If the anticipated
stockholder withdrawals occur following open-ending, significant sales of
appreciated portfolio securities would be required. These sales would result in
the Fund's realization of significant additional capital gains which must be
distributed to stockholders and would be taxable to the stockholders receiving
them. For example, the Fund estimates that if it were required to sell 50% of
each of its holdings at their March 31, 2000 prices to raise cash, net
undistributed realized capital gains would amount to $9.62 per remaining share
(55.52% of net asset value). Outgoing stockholders would capture the value of
these gains through redemption but without having to pay tax on the Fund's
capital gains distributions. Remaining stockholders would receive and pay tax on
the $9.62 per share taxable capital gains distributions. Thus, these
distributions and the associated tax liabilities would disproportionately impact
long-term stockholders who remain in the Fund after the stockholders seeking
short-term gain had redeemed their shares.
5. Conclusion. For all the above reasons, your Board of Directors
strongly believes that the overall interests of the Fund would not be well
served by open-ending.
14
<PAGE>
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "AGAINST"
PROPOSAL 3.
OTHER MATTERS
The Fund's investment advisor and administrator are Hottinger Capital
Corp., 630 Fifth Avenue, Suite 915, New York, New York 10111 and Investment
Company Capital Corp., One South Street, Baltimore, Maryland 21202,
respectively. The Fund currently does not have a principal underwriter.
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 (other than director nominations) intended to be
presented at the Fund's Annual Meeting of Stockholders in 2001 must be received
by the Fund on or before December 21, 2000 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 director nominations or other stockholder proposals intended to be presented
at the Fund's Annual Meeting of Stockholders in 2001 must be received by the
Fund not less than 90 nor more than 120 days prior to May 19, 2001 and must
otherwise comply with the requirements of the Fund's By-laws relating to such
nominations and proposals. 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. The Fund has also
retained Georgeson Shareholder Communications, Inc. to assist in the
solicitation of proxies and will receive a fee of approximately $15,000 for its
services, plus expenses. 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.
15
<PAGE>
VOTING RESULTS
The Fund will advise the stockholders of the voting results of the
matters voted upon at the Annual Meeting in the 2000 Semi-Annual Report to
Stockholders.
ANNUAL REPORT
The Fund will furnish, without charge, a copy of the 1999 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 19, 2000
16
<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 19, 2000, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED
The undersigned hereby appoints Paul R. Brenner and Edward J. Veilleux,
and each of them, the true and lawful attorneys and proxies, each with the power
of substitution, for and in the name, place and stead of the undersigned 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 April 12, 2000 at the Annual Meeting of Stockholders to be
held at The Drake Swissotel, 440 Park Avenue, Manhattan East and West Suites,
New York, New York 10022 on May 19, 2000 or any adjournment or adjournments or
postponement thereof.
1. Election of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------
[ ] For all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees listed below)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(INSTRUCTION: To withhold authority for any individual nominee strike a
line through the nominee's name on the list below).
Nominees for Class III Directors: Paul Hottinguer, Claude
Mosseri-Marlio and Stephen K. West, Esq.
2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as
the Fund's independent public auditor for the year ending December 31, 2000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To act upon the stockholder advisory proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "AGAINST" THE PROPOSAL.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(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 and AGAINST
Proposal 3 and will be voted in the discretion of the proxies upon such other
matters as may properly come before the Meeting.
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.
_______________________________________
Your signature should appear the same as
your name appears hereon. When signing
as attorney, executor, administrator,
trustee, guardian, or other similar
capacity, 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. If the signature is by a
partnership, a partner should sign the
full partnership name.
Dated: , 2000
Name of Corporation (if applicable):
By:____________________________________
(Signature)
By:____________________________________
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO THE FUND.
