<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE EUROPEAN WARRANT FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 1997
------------------------
To the Shareholders of
THE EUROPEAN WARRANT FUND, INC.
Notice is hereby given that the Annual Meeting of Shareholders of The
European Warrant Fund, Inc. (the "Fund"), a Maryland Corporation, will be held
at the offices of the Fund, 330 Madison Avenue, Floor 12A, New York, New York
10017, at 8:30 a.m. Eastern Time, on June 26, 1997 for the following purposes:
1. To elect four Directors of the Fund (PROPOSAL 1).
2. To approve or disapprove a proposed change in the Fund's status from
that of a diversified to a non-diversified management investment company
and to eliminate a fundamental investment restriction relating to a
diversified management investment company (PROPOSAL 2).
3. To ratify KPMG Peat Marwick LLP as independent accountants for the Fund
for the fiscal year ending March 31, 1998 (PROPOSAL 3).
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors of the Fund has fixed the close of business on April
28, 1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
By Order of the Board of Directors,
ROBERT DISCOLO
Secretary
May 22, 1997
SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN
THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
<PAGE> 3
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------------------------------------------------------- -----------------------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp................................................ ABC Corp.
(2) ABC Corp................................................ John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............................. John Doe
(4) ABC Corp. Profit Sharing Plan........................... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust............................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78...................................... Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA....................... John B. Smith
(2) John B. Smith........................................... John B. Smith, Jr., Executor
</TABLE>
<PAGE> 4
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 26, 1997
------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The European Warrant Fund, Inc. (the
"Fund") for use at its Annual Meeting of Shareholders to be held on June 26,
1997 at 8:30 a.m. Eastern Time, at the offices of the Fund, 330 Madison Avenue,
Floor 12A, New York, N.Y. 10017, and at any adjournments thereof (collectively,
the "Annual Meeting"). A Notice of Annual Meeting and proxy card accompany this
Proxy Statement. The approximate date on which this Proxy Statement is being
mailed to shareholders (the "Shareholders") is May 22, 1997. At the Annual
Meeting, Shareholders will be asked to consider and vote upon the following:
1. To elect four Directors of the Fund (PROPOSAL 1).
2. To approve or disapprove a proposed change in the Fund's status from
that of a diversified to a non-diversified management investment company
and to eliminate a fundamental investment restriction relating to a
diversified management investment company (PROPOSAL 2).
3. To ratify KPMG Peat Marwick LLP as independent accountants for the Fund
for the fiscal year ending March 31, 1998 (PROPOSAL 3).
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Proxy solicitations will be made, beginning on or about May 22, 1997,
primarily by mail, but proxy solicitations also may be made by telephone,
telefax or personal interviews conducted by officers and employees of the Fund;
Julius Baer Securities Inc. ("Julius Baer Securities" or the "Adviser"), the
investment adviser of the Fund; and Investors Bank & Trust Company ("Investors
Bank"), the administrator and transfer agent of the Fund. Julius Baer Securities
is located at 330 Madison Avenue, New York, N.Y. 10017 and Investors Bank is
located at 200 Clarendon Street, 16th Floor, Boston, MA 02116. In addition, the
Fund has retained D. F. King & Co., Inc. to assist in the solicitation of
proxies for a fee estimated at $10,000 plus reimbursement of expenses. The costs
of proxy solicitation and expenses incurred in connection with the preparation
of this Proxy Statement and its enclosures will be paid by the Fund. The Fund
also will reimburse brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of Fund shares (the "Shares").
The Fund's Annual Report to Shareholders for the fiscal year ended March
31, 1997, containing audited financial statements, and the Semi-Annual Report to
Shareholders for the six months ended September 30, 1996, containing unaudited
financial statements, may be obtained, without charge, by calling 1-800-387-3977
or mailing your request to: The European Warrant Fund, Inc., c/o Investors Bank
& Trust Company, P.O. Box 9130, MFD-23, Boston, MA 02117-9130.
Any shareholder giving a proxy has the power to revoke it prior to its
exercise by submission of a later dated proxy, by voting in person or by letter
to the Secretary of the Fund.
<PAGE> 5
In the event that a quorum is not present at the Annual Meeting or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of those
Shares represented at the Annual Meeting in person or by proxy. The persons
named as proxies will vote those proxies which they are entitled to vote FOR any
such proposal in favor of such an adjournment and will vote those proxies
required to be voted AGAINST any such proposal against any such adjournment. A
Shareholder vote may be taken on one of the proposals in this Proxy Statement
prior to any such adjournment if sufficient votes have been received for
approval. Under the Bylaws of the Fund, a quorum is constituted by the presence
in person or by proxy of the holders of a majority of the outstanding Shares of
the Fund entitled to vote at the Annual Meeting.
The Fund has one class of common stock, which has a par value of $.001 per
Share. On April 28, 1997, the record date, there were 8,153,712.022 Shares
outstanding. Each Share outstanding on the record date is entitled to one vote
on all matters submitted to Shareholders at the Annual Meeting, with pro rata
voting rights for any fractional Shares.
The tellers appointed for the Annual Meeting will count the total number of
votes cast FOR approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. The tellers will count Shares
represented by proxies that withhold authority to vote for a nominee for
election as a Director or that reflect abstentions or "broker nonvotes" (i.e.,
Shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as Shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. With respect to the election
of Directors (Proposal 1) and ratification of accountants (Proposal 3), neither
withholding authority to vote nor abstentions nor broker nonvotes have any
effect on the outcome of the voting on the matter. With respect to the proposed
change to a non-diversified company and the elimination of a related investment
restriction (Proposal 2), abstentions and broker nonvotes have the effect of a
"no" vote.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Annual Meeting is the election
of four (4) of the seven (7) Directors of the Fund. The Board of Directors is
divided into three classes and each year the term of office of one class
expires. At the Annual Meeting, re-election of three (3) of the four (4)
Directors (Thomas J. Gibbons, Harvey B. Kaplan and Bernard Spilko -- Class III
Directors) is proposed, each Director to hold office for a period of three
years, and election of one (1) of the four (4) Directors (Martin Vogel -- Class
I Director) is proposed, such Director to hold office for a period of one year;
and until their successors are elected and qualified. Each of the nominees
currently serves as a Director of the Fund and has consented to continue to
serve as a Director of the Fund if elected at the Annual Meeting. If a
designated nominee declines or otherwise becomes unavailable for election,
however, the persons named in the proxy have discretionary authority to vote in
favor of a substitute nominee or nominees.
Any Director may resign and any Director may be removed at any annual or
special meeting of shareholders called for that purpose by a vote of at least
75% of the votes entitled to be cast on the matter. In case a vacancy shall
exist for any reason, the remaining Directors may fill such vacancy by
appointing another Director. If, at any time, less than a majority of the
Directors holding office have been elected by the shareholders, the Directors
then in office will call a shareholders meeting for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors.
2
<PAGE> 6
Set forth is a list of the nominees for election to the Fund's Board of
Directors, together with certain other information.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP(2)
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OF SHARES OF THE FUND
DIRECTORSHIPS(1) DURING THE PAST FIVE YEARS DIRECTOR SINCE CLASS AS OF APRIL 28, 1997
- ------------------------------------------------------ -------------- ----- -------------------------
<S> <C> <C> <C>
Thomas J. Gibbons, age 49............................. 1993 III --
President, Cornerstone Associates (Management
Consulting Firm); Director, The Total Quality
Institute, Orlando, FL
Harvey B. Kaplan(3), age 59........................... 1990 III 1,000
Controller (Chief Financial Officer), Easter
Unlimited, Inc. (toy manufacturer and importer);
Trustee, BJB Investment Funds
Bernard Spilko*, age 55............................... 1993 III 2,000
President of the Fund; Senior Vice President, Bank
Julius Baer & Co., Ltd. (New York Branch); Director
and Managing Director, Julius Baer Securities Inc.;
Director, Baer American Banking Corp.; Treasurer and
Chief Financial Officer of BJB Investment Funds
Martin Vogel*(4), age 33.............................. 1997 I --
Director of the Legal and Tax Department, Julius
Baer Investment Funds Services, Ltd. (Zurich)
(1996-present); Attorney, Schaufelberger & van
Hoboken (1994-1996); Attorney, Rohner & Partner
(1993-1994); Attorney, Rinderknecht Schaufelberger
Glaus & Stadelhofer (prior to 1993). Secretary of
the Board of Directors of the Luxembourg domiciled
investment companies and of Julius Baer Investment
Funds Services, Ltd. (1996-present)
</TABLE>
The following Directors of the Fund will continue to serve in such capacity
until their terms of office expire and their successors are elected and
qualified:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP(2)
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OF SHARES OF THE FUND
DIRECTORSHIPS(1) DURING THE PAST FIVE YEARS DIRECTOR SINCE CLASS AS OF APRIL 28, 1997
- ----------------------------------------------------- -------------- ----- --------------------------
<S> <C> <C> <C>
Antoine Bernheim, age 43............................. 1990 I --
President, Dome Capital Management Inc.; Chairman,
Dome Securities Corp.; Director, W. P. Stewart &
Co. Growth Fund, Inc.; President, The U.S. Offshore
Funds Directory Inc.
David E. Bodner*, age 63............................. 1995 II 200
Chairman of the Fund; Chairman, Julius Baer
Securities Inc.; President and Director, Baer
American Banking Corp.; Executive Vice President,
North America, Bank Julius Baer & Co., Ltd.;
President, BJB Investment Funds
Lawrence A. Fox, age 74.............................. 1990 II 636
Consulting Economist
</TABLE>
- ---------------
* "Interested person" of the Fund as defined in the Investment Company Act of
1940 (the "1940 Act").
(1) Directorships of companies that are required to report to the Securities and
Exchange Commission (the "SEC") or are registered as investment companies
under the 1940 Act. Except as otherwise noted, each individual has held the
office indicated or other offices in the same organization for at least five
years.
3
<PAGE> 7
(2) For this purpose "beneficial ownership" is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934. The information as to
beneficial ownership is based upon information furnished to the Fund by the
Directors. Mr. Spilko has shared voting and investment power with respect to
his Shares. [As of April 28, 1997, the Directors and officers of the Fund
collectively beneficially owned less than 1% of the outstanding Shares.]
(3) Mr. Kaplan has a discretionary account with Julius Baer Securities Inc.
(4) First elected as a Director of the Fund on March 13, 1997.
The Board of Directors held five meetings during the fiscal year ended
March 31, 1997, and all of the Directors attended at least 75% of the Board and
Committee meetings of which they were members.
The following table lists the compensation paid to each of the Directors by
both the Fund and the Fund Complex during the Fund's fiscal year ended March 31,
1997. For purposes of this table the term "Fund Complex" includes all funds that
have a common or affiliated investment adviser:
COMPENSATION TABLE*
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
NAME OF PERSON, COMPENSATION FROM FUND AND
POSITION FROM FUND FUND COMPLEX
---------------------------------------------- ------------ ------------------
<S> <C> <C>
Antoine Bernheim, Director.................... $ 8,500 $ 8,500
Lawrence A. Fox, Director..................... $ 8,500 $ 8,500
Thomas J. Gibbons, Director................... $ 8,500 $ 8,500
Harvey B. Kaplan, Director.................... $ 8,750 $ 15,000
------- -------
Total............................... $ 34,250 $ 40,500
======= =======
</TABLE>
- ---------------
* The remainder of the Directors and officers of the Fund did not receive
compensation from either the Fund or the Fund Complex. The Fund has no
retirement or pension plan for its Directors and officers.
The Board of Directors has an Audit Committee consisting of all of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund. Currently, Messrs. Bernheim, Fox, Gibbons and Kaplan comprise the Audit
Committee. The Audit Committee reviews the scope and results of the Fund's
annual audit with the Fund's independent accountants and recommends the
engagement of such accountants. The Audit Committee had one meeting during the
fiscal year ended March 31, 1997. The Fund does not have a compensation or
nominating committee. Compensation matters and nominations are considered by the
Board of Directors.
Nominees recommended by shareholders will be considered by the Board of
Directors. Recommendations should be submitted in writing to the Secretary of
the Fund.
4
<PAGE> 8
The executive officers of the Fund are listed in the table below, with the
exception of its Chairman of the Board and President, Mr. Bodner and Mr. Spilko,
respectively, for whom information is provided above. Robert Discolo and
Hansruedi Huber were first elected to office in 1993 and 1992, respectively.
This table also shows certain additional information regarding Messrs. Discolo
and Huber. Each officer of the Fund will hold such office until a successor has
been elected by the Board of Directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND OTHER
NAME, AGE POSITION AFFILIATIONS DURING THE PAST FIVE YEARS
- --------------------------- --------------------------- ----------------------------------------
<S> <C> <C>
Robert Discolo, age 35..... Treasurer, Chief Financial Vice President, Bank Julius Baer & Co.,
Officer and Secretary Ltd. (New York Branch) and Julius Baer
Securities Inc.; Secretary, BJB
Investment Funds;
Hansruedi Huber, age 38.... Chief Investment Officer Vice President, Julius Baer Securities
Inc.; First Vice President, Bank Julius
Baer & Co., Ltd.; Senior Vice
President of Julius Baer Asset
Management Ltd.
</TABLE>
REQUIRED VOTE
Election of each of the listed nominees for Director of the Fund will
require the affirmative vote of a plurality of the votes cast at the Annual
Meeting in person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF EACH NOMINEE.
PROPOSAL 2: APPROVAL OR DISAPPROVAL OF PROPOSED CHANGE IN FUND'S
DIVERSIFICATION STATUS AND ELIMINATION OF RELATED FUNDAMENTAL
INVESTMENT RESTRICTION.
Currently the Fund is classified as a "diversified" management investment
company. The 1940 Act imposes certain investment limitations on diversified
companies. More specifically, the 1940 Act provides in relevant part that a
diversified investment company, with respect to 75% of its assets, cannot invest
more than 5% of its total assets in any one issuer and cannot invest in more
than 10% of the outstanding voting securities of any one issuer.
The Board of Directors has approved, subject to the approval of the Fund's
shareholders, a change in the Fund's status from a diversified to a
"non-diversified" management investment company. The 1940 Act imposes no
investment limitations on non-diversified companies. A non-diversified
investment company is subject only to the diversification requirements under the
Internal Revenue Code of 1986, as amended (the "Code"). The Code's
diversification requirements are substantially identical to those of the 1940
Act, except that the Code's requirements are imposed on a smaller percentage of
an investment company's assets and thus are viewed as less burdensome. More
specifically, the Code provides in relevant part that an investment company,
with respect to 50% (rather than 75% as under the 1940 Act) of its total assets,
cannot invest more than 5% of its total assets in any one issuer and cannot
invest in more than 10% of the outstanding voting securities of any one issuer.
The change in the Fund's status from diversified to non-diversified is
being proposed to allow the Fund more flexibility in determining the size of its
investments. The Fund is required to invest at least 65% of its
5
<PAGE> 9
assets in warrants issued by European entities. Given current economic and
market conditions, the Adviser believes that there are only a limited number of
European warrant issues that would be appropriate investments for the Fund. If
the Fund becomes non-diversified, the Fund, with respect to 50% of its assets,
will be able to invest over 5% of its assets in each of those securities,
including warrant issues, deemed suitable for the Fund's portfolio. Currently,
as a diversified investment company, the Fund may invest over 5% of its assets
in any one issuer, but only with respect to 25% of its assets. Thus, a change in
status from diversified to non-diversified would enable the Fund generally to
commit larger portions of its assets to the limited number of investments deemed
attractive by the Adviser. To the extent that a non-diversified company invests
in fewer securities than a diversified company, the performance of any one
portfolio security is likely to have a greater impact on the performance of a
non-diversified fund than would be the case for a diversified fund.
The Board of Directors has also approved, subject to approval by the Fund's
shareholders, the elimination of one of the Funds' fundamental investment
restrictions (the "Investment Restriction"). The Investment Restriction, which
is substantially similar to the 1940 Act's diversification requirement, reads as
follows:
the Fund may not purchase any security (other than U.S. Government securities)
if, as a result, as to 75% of the Fund's total assets (a) more than 5% of the
Fund's total assets would then be invested in securities of any single issuer or
(b) the Fund would then own more than 10% of the voting securities of any single
issuer.
If the Fund's status as a diversified investment company is changed, the
Board of Directors believes that the Investment Restriction should be eliminated
because the Investment Restriction imposes on the Fund the 1940 Act's
restrictions for a diversified investment company and thus would not be relevant
if the Fund becomes a non-diversified investment company.
REQUIRED VOTE
Approval of Proposal 2 requires the affirmative vote of the lesser of (a)
67% or more of the Shares present or represented by proxy if the holders of more
than 50% of the outstanding Shares are present or represented by proxy or (b)
more than 50% of the outstanding shares.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" OF THE FUND, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE CHANGE IN THE FUND'S DIVERSIFICATION STATUS AND THE ELIMINATION OF THE
INVESTMENT RESTRICTION RELATING TO DIVERSIFIED INVESTMENT COMPANIES.
PROPOSAL 3: RATIFICATION OF INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP ("KPMG"), 99 High Street, Boston, Massachusetts
02110, has served as independent accountants for the Fund since the Fund's
commencement of operations on July 17, 1990, and is being recommended by the
Directors of the Fund to serve in such capacity for the Fund's fiscal year
ending March 31, 1998.
KPMG also serves as independent accountants for BJB Investment Funds, an
investment company affiliated with the Fund, but has no relationship with such
Funds other than as independent accountants. During the fiscal year ending March
31, 1997, the services provided to the Fund by KPMG included examination of
financial statements, review of filings with the SEC and preparation of tax
returns. No other services were provided by KPMG to the Fund.
6
<PAGE> 10
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying KPMG as independent public accountants to certify every
financial statement of the Fund required by any law or regulation to be
certified by independent public accountants and filed with the SEC in respect of
all or any part of the fiscal year ending March 31, 1998. KPMG has no direct or
material indirect interest in the Fund. Representatives of KPMG are expected to
be present at the Annual Meeting, will be given the opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.
REQUIRED VOTE
A majority of the votes cast at the Annual Meeting, in person or by proxy,
is required for ratification of KPMG as independent accountants for the Fund.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" OF THE FUND, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION
OF KPMG PEAT MARWICK LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FUND.
ADDITIONAL INFORMATION
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund that are intended to be presented
at the Fund's next annual meeting of shareholders to be held in 1998 must be
received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to that meeting no later than January 23, 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended March 31, 1997, one late report (Form 3) was
filed with the Securities and Exchange Commission by Julius Baer Asset
Management, pursuant to Section 16(a) of the Securities Exchange Act of 1934.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
The Directors do not intend to present any other business at the Annual
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
7
<PAGE> 11
THE EUROPEAN WARRANT FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert Discolo, Bernard Spilko and Susan C.
Mosher and each of them, attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The European Warrant Fund, Inc. (the
"Fund") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund to be held at the office of the Fund, 330 Madison
Avenue, New York, New York 10017 on June 26, 1997 at 8:30 a.m., and any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENVELOPE PROVIDED
DATE , 1997
NOTE: Please sign exactly as your
name appears on this Proxy. If joint
owners, EITHER may sign this Proxy.*
When signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
--------------------------------------
--------------------------------------
Signature(s) (Title(s), if applicable)
* Except when timely written notice to
the contrary is received by the
Fund.
M
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS
DIRECTORS AND FOR
PROPOSALS 2 AND 3.
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees WITHHOLD
listed below (except AUTHORITY
Thomas J. Gibbons as marked to the to vote for all
Harvey B. Kaplan contrary below) nominees listed below
Bernard Spilko
Martin Vogel [ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL, WRITE HIS
NAME ON THE LINE PROVIDED BELOW.)
- ------------------------------------------------------------------
2. To approve or disapprove a proposed change in the Fund's status FOR AGAINST ABSTAIN
from that of a diversified to a non-diversified management [ ] [ ] [ ]
investment company and to eliminate a fundamental investment
restriction relating to a diversified management investment
company (PROPOSAL 2).
FOR AGAINST ABSTAIN
3. To ratify KPMG Peat Marwick LLP as independent accountants for [ ] [ ] [ ]
the Fund for the fiscal year ending March 31, 1998.
</TABLE>
PLEASE VOTE BY FILING IN THE APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder.
