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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 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:
Not Applicable
/ / 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:
THE SWISS HELVETIA FUND, INC.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
Telephone: (212) 332-2760
Facsimile: (212) 332-7931
April 15, 2002
Dear Stockholder:
This is a very important Meeting for your Fund. Please read the
enclosed material and VOTE the enclosed proxy. Enclosed is the Notice and the
Proxy Statement for the Annual Meeting of Stockholders of the Swiss Helvetia
Fund, Inc. to be held on Thursday, May 23, 2002. This year you are asked to vote
on six proposals. One of these proposals relates to the annual election of a
class of directors for a three year term. This year we are asking you to vote
FOR the reelection of The Baron Hottinger, Didier Pineau-Valencienne and Samuel
B. Witt, III, Esq. Each of the other five proposals ask you to vote FOR the
continuation of various amendments that your Board made to the Fund's By-Laws.
These By-Law amendments were validly adopted by your Board of Directors in May
and October 2000 in order to promote the best interests of all stockholders.
Your Board of Directors unanimously recommends that you vote FOR all
six Proposals.
Your vote has always been very important to us. This year, however,
your vote has added importance as we seek approval of the five proposals
regarding the continuation of various amendments that your Board made to the
Fund's By-Laws.
We urge you to complete, date and sign the enclosed form of proxy and
return it in the enclosed envelope at your earliest convenience.
Thank you very much for your assistance.
Sincerely yours,
/s/ Paul Hottinguer /s/ Rodolphe E. Hottinger
------------------------------------ -------------------------------------
Paul Hottinguer Rodolphe E. Hottinger
Chairman and Chief Executive Officer President and Chief Operating Officer
THE SWISS HELVETIA FUND, INC.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 2002
----------------------------------------
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 23, 2002 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 II Directors to serve for a
three-year term.
2. To approve the continuation of an amendment of the Fund's
By-Laws specifying minimum director qualifications.
3. To approve the continuation of an amendment of the Fund's
By-Laws providing that stockholders seeking to act under the Fund's advance
notice By-Law indicate whether they will solicit proxies.
4. To approve the continuation of an amendment of the Fund's
By-Laws providing that only stockholders of record may submit proposals under
the Fund's advance notice By-Law.
5. To approve the continuation of an amendment of the Fund's
By-Laws eliminating the ability of stockholders to call a special meeting of
stockholders.
6. To approve the continuation of an amendment of the Fund's
By-Laws increasing to 75 percent from a majority the percentage of outstanding
shares required to amend the By-Laws.
7. 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 8, 2002 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.
You are cordially invited to attend the Meeting. Whether or
not you intend to attend the Meeting, you are requested to complete, date and
sign the enclosed form of Proxy and return it promptly in the enclosed envelope.
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 15, 2002 Secretary
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING IN YOUR PROXY PROMPTLY.
1
THE SWISS HELVETIA FUND, INC.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
Annual Meeting of Stockholders
May 23, 2002
PROXY STATEMENT
Dated: April 15, 2002
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 23, 2002 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. 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 15, 2002.
If your shares are held by a broker, in order for your vote to be
counted with respect to Proposals 2, 3, 4, 5 and 6, you MUST SIGN AND RETURN THE
PROXY CARD in the enclosed envelope. You may also vote your shares by telephone
twenty four hours a day, seven days a week by following the instructions
attached to your Proxy Card.
If your shares are held in your name and 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 Proposals 2, 3, 4, 5 and 6. 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 votes on continuation of the By-Laws. To the
extent any stockholder owns shares of the Fund in violation of applicable law,
including the Investment Company Act of 1940 (the "1940 Act"), 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. Under Section
12(d)(1) of the 1940 Act, the acquisition of more than 3% of the Fund's common
stock by another fund (whether SEC-registered, private or offshore) is unlawful.
The Fund will invalidate votes cast on behalf of any such fund or by any other
stockholder whose holdings are unlawful, that are otherwise properly cast, only
after it has obtained a decision through appropriate proceedings in a court or
other forum of competent jurisdiction that such votes are not valid. The Fund
may suspend the final counting of votes pending such a decision.
The Board of Directors has fixed the close of business on April 8, 2002
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 23,892,709 shares of Common Stock outstanding and entitled to vote.
Each share will be entitled to one vote at the Meeting.
Management of the Fund knows of no business other than that mentioned
in 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, 2001 and its most recent Quarterly and Semi-Annual
Reports succeeding the Annual Report, if any, to any stockholder on request.
Requests for these Reports should be made in writing to The Swiss Helvetia Fund,
Inc., 1270 Avenue of the Americas, Suite 400, New York, New York 10020,
Attention: Rudolf Millisits, or by telephoning the Fund's toll free telephone
number: 1-888-794-7700.
2
The Fund's investment advisor is Hottinger Capital Corp. ("HCC"), which
is owned by the Hottinger Group ("Hottinger"). The executive offices of the Fund
and HCC are located at 1270 Avenue of the Americas, Suite 400, New York, New
York 10020. The Fund's administrator is Investment Company Capital Corp., and
its executive offices are located at One South Street, Baltimore, Maryland
21202.
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. The
Baron Hottinger, Didier Pineau-Valencienne and Samuel B. Witt, III, Esq. were
elected as Class II Directors in 1999 to serve until this Meeting. The Class II
nominees, The Baron Hottinger, Didier Pineau-Valencienne and Samuel B. Witt,
III, 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 2005, or until his respective successor shall be
elected and shall qualify. The Class II nominees were first nominated by the
Nominating Committee consisting of three non-interested Directors, none of whom
are Class II nominees. Thereafter, the Board of Directors of the Fund, including
all of the Directors of the Fund who are not "interested persons" (as defined in
the 1940 Act) of the Fund or HCC, (each such Director a "Non-Interested
Director"), unanimously proposed the Class II nominees for election at this
Meeting.
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 of the Fund listed above. 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 of
the above nominees 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 By-Laws, Directors are elected by a plurality of the votes
cast at the Meeting by the stockholders entitled to vote.
Abstentions, withholding of authority 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 II DIRECTORS.
Certain Information Concerning Directors and Executive Officers
The following tables set forth certain information about each person
nominated by the Board 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. All of
the information is as of December 31, 2001. The information with respect to the
Directors is separately stated for Directors who have been determined to be
Non-Interested Directors and Directors who are interested Directors under the
1940 Act.
3
--------------------------------------------------------------------------------------------------------------------
Class II Non-Interested Directors
(Nominees for Term Expiring in 2005*)
--------------------- ------------ ---------- ------------------------------- ----------------------- --------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ------------ ---------- ------------------------------- ----------------------- --------------
Mr. Didier Director Director Honorary Chairman: Schneider Honorary Chairman: 2,000
Pineau-Valencienne since since Electric SA (industrial Schneider Electric
c/o Schneider 1999; 1999. conglomerate) since 1999; since 1999; Director: $10,001-$50,000
Electric, S.A. Member of Term of Chairman of the Board and AXA Financial
64 Rue de Miromesnil the Audit office CEO: Schneider SA (industrial (insurance) since
75008 Paris Committee will conglomerate) from 1981 until February 1992,
France and expire February 1999; Chairman: AFEP Equitable Companies
Discount in 2002 from 1999 to 2001; Vice Inc. (insurance)
Age 70 Committee Chairman, Credit Suisse First since February 1992,
since 1999 Boston (Europe) Limited Aventis, SA (Formerly
and the (investment banking) since Rhone-Poulenc SA)
Litigation February 1, 1999; Chairman of (chemicals) since
Committee the Board and CEO: Ceca SA January 1997,
since 2001. (specialty chemicals) (1968 Compagnie Generale
to 1974); Managing Director, d'Industrie et de
Petrochemicals Division: Participations (CGIP)
Rhone-Poulenc SA (chemicals) since 1997,
(1974 to 1980); General Foundation de France
Manager: Banque Parisienne since 1998, LaGardere
pour L'Industrie (French (France) (holding
Bank) (1958 to 1968); company) since 1998.
Director: AON (France) since
2000; Fleury Michon (France)
since 2001; AFEP (France)
since 1999; AXA Financial
(insurance) since February
1992, Equitable Companies
Inc. (insurance) since
February 1992, Bankers Trust
New York Corp. 1992 to March
1995, Aventis, SA (Formerly
Rhone-Poulenc SA) (chemicals)
since January 1997, Sema
Group PLC (Great Britain)
(computers) from March 1990
to June 2001, 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) from
1998 to March 2001, LaGardere
(France) (holding company)
since 1998; ADNRE (France)
since 2000; Member: Advisory
Board, Booz Allen & Hamilton
(USA) since 1997; Banque
Paribas from 1993 to May
1998, Whirlpool Corp. from
1992 to 1996; Member of
Trustees: IASC since 2000.
--------------------------------------------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------------------------------------------
Class II Non-Interested Directors
(Nominees for Term Expiring in 2005*)
--------------------- ------------ ---------- ------------------------------- ----------------------- --------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ------------ ---------- ------------------------------- ----------------------- --------------
--------------------- ------------ ---------- ------------------------------- ----------------------- --------------
Samuel B. Witt, Director Director Senior Vice President and Member, Board of 2,806
III, Esq. since since General Counsel: Stateside Visitors: Virginia
Stateside 1987; 1987. Associates, Inc. since August Military Institute $10,001-$50,000
Associates, Inc. Chairman Term of 1993; Samuel B. Witt, III, since July 1994;
2300 Clarendon Blvd. of the office Attorney-at-Law, since Director: Stateside
Suite 407 Audit will August 1993; Partner: Womble Associates, Inc.
Arlington, Committee, expire Carlyle Sandridge & Rice from since 1989 and Global
Virginia 22201-3367 Chairman in 2002 June 1989 to August 1993; Energy Management
of the Assistant Secretary: Fortune Company, Inc. since
Age 66 Discount Technologies, Inc. from 1990 1991.
Committee to December 1993; Trustee:
and The Williamsburg Investment
Chairman Trust since 1989; Member,
of the Board of Visitors: Virginia
Litigation Military Institute since July
Committee 1994; President: Virginia
since Military Institute Board of
1993, 1999 Visitors since August 2001;
and 2001, Director and Secretary:
respectively. 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.
--------------------------------------------------------------------------------------------------------------------
*In addition, the Baron Hottinger, an interested Director, is a Nominee for Term Expiring in 2005. See page 7
--------------------------------------------------------------------------------------------------------------------
Class III Non-Interested Directors
(Term will Expire in 2003)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Mr. Claude Mosseri- Director Director E.B.R.D. - European Bank for Director: Generali 6,952
Marlio since since Reconstruction and Investments (France)
6 bis rue du Cloitre 1993; 1993. Development; Senior Advisor: since 1999. $50,001-
Notre-Dame Member of Term of TAM Program (Turn Around $100,000
75004 Paris the office Management) since 1999;
France Nominating will Director: Generali Investments
Committee expire (France) since 1999; Guest
Age 71 since in 2003. Lecturer: Harvard Business
1993. School since 1995; Guest
Professor: Yanok MBA Summer
Program, Lampang, Thailand in
2000; Financial Consultant,
portfolio management since
1982; Managing Director:
Winthrop Laboratories from
1979 to 1982; Managing
Director - Europe, Middle
East, Africa - Mallinckrodt,
Inc. from 1975 to 1978.
--------------------------------------------------------------------------------------------------------------------
5
Class III Non-Interested Directors
(Term will Expire in 2003)
--------------------------------------------------------------------------------------------------------------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Stephen K. West, Director Director Partner: Sullivan & Cromwell Director: Pioneer 19,078
Esq. since since from 1964 through 1996; Of Funds (52 portfolios)
Sullivan & Cromwell 1995; 1995. Counsel: Sullivan & Cromwell since 1993; AMVESCAP over $100,000
125 Broad Street Member of Term of since 1997; Director: First PLC (Investment
New York, New York the Audit office ING Insurance Company of New Manager) since 1996;
10004 Committee, will York from 1983 to 2001; Dresdner RCM Global
Discount expire Winthrop Focus Funds from 1988 Strategic Income
Age 73 Committee in 2003 to 1997; ING America Holdings, Fund, Inc since 1997.
and Inc. (Insurance and broker
Litigation dealer holding company) from
Committee 1988 to 1998.
since
1996,
1999 and
2001,
respectively.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Class I Non-Interested Directors
(Term Will Expire in 2004)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Mr. Claude W. Frey Director Director President of the Swiss Member of the Board: 1,803
Clos 108 since since Parliament (1994-1995); Swiss Infra 2000 (Marin)
2012 Auvernier 1995; 1995. Police Academy (Neuchatel) since 1996; Berun $10,001-$50,000
Switzerland Member of Term of since 1996; and Steering Frais SA (Maria)
Nominating office Committee of InterNutrition since 2002; SCCM SA
Age 58 Committee will (Zurich) since 2000; Member of (Crans-Montana) since
since expire the Swiss Parliament since 2001; President of
1996. in 2004. 1979; Parliamentary Assembly the Steering
of the Council of Europe Committee of
(Strasbourg) since 1996 and InterNutrition
Executive Board of the (Zurich) since 2000.
"North-South Centre" (Lisbon)
since 1999; President of the
National Committee for Foreign
Affairs since 2001; Vice
President of the National
Committee for Foreign Affairs
(1999-2001); Chairman of the
Board: Federation of Swiss
Food Industries (Berne)
(1991-2001); Association of
Swiss Chocolate Manufacturers
(Berne) (1991-2000); Swiss
Association of Biscuits and
Sugar Confectioners Industries
(Berne) (1991-2000); Director:
Federation of Swiss Employers'
Association (Zurich)
(1995-1996); Vice Chairman of
the Board: Federation of Swiss
Employers' Association
(Zurich) (1997-2001); Member
of the Board: Infra 2000
(Marin) since 1996; Chairman
of the Board: Berun Frais SA
(Maria) since 2002; Member of
the Board:
--------------------------------------------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------------------------------------------
Class I Non-Interested Directors
(Term Will Expire in 2004)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ----------------------- --------------
Mr. Eric R. Gabus Director Director Chairman of the Board: Societe Chairman of the 1,000
St. Dominique since since Neuchateloise de Presse since Board: Societe
1815 Clarens 1987; 1987. 1999, L'Express Communication Neuchateloise de $10,001-$50,000
Switzerland Vice Term of (Neuchatel) since 1983, Vice Presse since 1999,
Chairman office Chairman of the Board: L'Express
Age 74 (Non-Officerwill Fondation Denis de Rougemont Communication
since expire pour l'Europe, Geneva since (Neuchatel) since
1994; in 2004. 1980; Board Member: Pro 1983, Vice Chairman
Chairman C.I.C.R (International Red of the Board:
of the Cross) Neuchatel since 1986; Fondation Denis de
Nominating Deputy Chairman of the Board: Rougemont pour
Committee Credit Suisse First Boston l'Europe, Geneva
since from 1982 to 1986; General since 1980; Board
1987 and Manager: Nestle S.A., Vevey Member: Pro C.I.C.R
Member of from 1969 to 1982; Manager: (International Red
the Banque Paribas from 1955 to Cross) Neuchatel
Discount 1969. since 1986.
Committee
and
Litigation
Committee
since
2000 and
2001,
respectively.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Class II Interested Director
(Nominee for Term Expiring in 2005)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
The Baron Hottinger Director(2) Director General Partner: Hottinger et Director: Financiere 263,299(3)
Hottinger et Cie since since Cie (Zurich); President: Hottinguer (holding
Dreikonigstrasse 55 1987, 1987. Conseil de Surveillance Credit company); Member: over
8027 Zurich Chairman Term of Suisse/Hottinguer (Paris), Conseil de $100,000
Switzerland of the office Chairman and Chief Executive Surveillance AXA;
Board of will Officer: Sofibus (Paris) (real Administrator:
Age 67 Directors expire estate); Vice President and Investissement
and Chief in 2005. Director: Financiere Provence S.A. (holding
Executive Hottinguer (holding company); company), AXA, AXA
Officer Member: Conseil de Assurances IARD, AXA
from 1987 Surveillance AXA; Courtage IARD, AXA
to 1989. Administrator: Investissement Courtage VIE, AXA
Provence S.A. (holding Assurances Vie, AXA
company), AXA, AXA Conseil France Assurances,
vie, AXA Assurances IARD, AXA Alpha Assurances Vie,
Courtage IARD, AXA Courtage Finaxa, Hottinger
VIE, AXA Assurances Vie, AXA International Fund -
France Assurances, Alpha "U.S. Growth Fund"
Assurances Vie, Finaxa, (publicly-held
Hottinger International Fund - Luxembourg mutual
"U.S. Growth Fund" fund), ECU Invest
(publicly-held Luxembourg (publicly-held
mutual fund), ECU Invest Luxembourg mutual
(publicly-held Luxembourg fund), Hottinguer
mutual fund), Hottinguer International Asset
International Asset Management Management
(Luxembourg), Hottinger US (Luxembourg),
(USA), Hottinguer Gestion Hottinger US (USA),
(Luxembourg) (investment Managing Director:
advisor) until December 1998; Intercom (holding
Director: Donaldson, Lufkin & company); Member of
Jenrette, Inc. (NY) until the Board: Conseil de
2000; Auditor: Didot Bottin; Surveillance of EMBA
Managing Director: Intercom N.V. (holding
(holding company); Permanent company); Chairman of
Representative: AXA to AXA the Board and
Millesime; Vice President: Director: Hottinger
Gaspee (real estate); Member Capital Corp.
of the Board: Conseil de
Surveillance of EMBA N.V.
(holding company); Chairman of
the Board and Director:
Hottinger Capital Corp.
--------------------------------------------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------------------------------------------
Class III Interested Director
(Term will Expire in 2003)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Paul Hottinguer Director(2) Director General Partner: Hottinger et Member: Conseil de 263,299(3)
Hottinger et Cie since since Cie (Zurich); President: Surveillance Credit
Dreikonigstrasse 55 1987; 1987. Gaspee (real estate) since Suisse Hottinguer over
8027 Zurich Chairman Term of 1992, Financiere Hottinguer since 1997; Societe $100,000
Switzerland of the office (holding company) since 1990, pour le Financement de
Board of will Financiere Provence Bureaux et d'Usines
Age 59 Directors expire Participations (venture Sofibus (real estate)
and Chief in 2003 capital firm) since 1990, Axa since 1982; Managing
Executive International Obligation Director: Intercom
Officer (finance) since 1996; (holding company)
since Hottinguer Gestion since 1984;
1989. (Luxembourg) (investment Administrator:
advisor) from 1991 to 1998, Investment Provence SA
Hottinger International Fund - (holding company)
"U.S. Growth Fund" (publicly since 1996; Finaxa
held Luxembourg mutual fund) (finance) since 1982;
until 1997; Member: Conseil de Vice Chairman of the
Surveillance Credit Suisse Board and Director:
Hottinguer since 1997; Societe Hottinger Capital Corp.
pour le Financement de Bureaux et
d'Usines Sofibus (real estate)
since 1982; Managing Director:
Intercom (holding company) since
1984; Administrator: Investissement
Provence SA (holding company) since
1996; Finaxa (finance) 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 CS Oblig Euro
Souverain (mutual fund); Financiere
Hottinguer to CS Institutions
Monetaire (mutual fund); Finaciere
Hottinguer to CS Court Terme
(mutual fund); Censor - Provence
Europe (mutual fund); Credit Suisse
Hottinguer to Croissance Britannia
(investment fund); Vice Chairman of
the Board, Director and Member of
Investment Committee: Hottinger
Capital Corp.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Class I Interested Director
(Term will Expire in 2004)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Alexandre de Director(2) Director Senior Advisor to the Vice Chairman of the 200
Takacsy from 1987 since Hottinger Group and President Board, Hottinger
Financiere to 1987. of Hottinger U.S., Inc. since Capital Corp. $1-$10,000
Hottinguer February Term of April, 1986; Vice Chairman of
43, rue Taitbout 8, 1994 office the Board, President and
75009 Paris and since expires Secretary, Hottinger Capital
France September in 2004. Corp.; Retired Senior
17, 1998. Executive; Royal Bank of
Age 72 Canada.
--------------------------------------------------------------------------------------------------------------------
8
--------------------------------------------------------------------------------------------------------------------
Executive Officers
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Shares and
Term of Dollar Range
Office of Common
and Other Directorships Stock
Length Held Beneficially
Position(s) of Principal by Director or Owned at
with Time Occupation(s) Nominee for Dec. 31,
Name, Address & Age Fund Served During Past Five Years Director 2001(1)
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Rodolphe E. President Year to Director: Sofibus SA (real Director: Sofibus SA 278,819(3)
Hottinger(2) and year estate investment company), (real estate
Hottinger et Cie Chief since AXA Switzerland (Insurance), investment company), Over
3 Place des Bergues Operating 1994. AXA Re America Insurance Co. AXA Switzerland $100,000
C.P. 395 Officer (USA); AXA Re P&C Insurance (Insurance), AXA Re
CH-1201 Geneva since Co. (USA); AXA Corporate America Insurance Co.
Switzerland 1997; Solutions Reinsurance Company (USA); AXA Re P&C
Acting (USA); AXA Global Risks US Insurance Co. (USA);
Age 45 President Insurance Company (USA); AXA Corporate
from 1996 Hottinger Bank & Trust Ltd. Solutions Reinsurance
to 1997; (Bahamas); Managing Partner: Company (USA); AXA
and Hottinger et Cie (Zurich) Global Risks US
Executive since 1987 and Banque Insurance Company
Vice Hottinger et Cie (Paris) from (USA); and Rathbone SA
President 1987 to 1990; President: Geneva (UK bank);
and Chief Hottinger Brothers & Cie, Inc. Director: Hottinger
Operating (broker/dealer) from 1982 to Bank & Trust Ltd.
Officer 1987; Hottinger Capital, S.A. (Bahamas); Vice
from 1994 (Geneva) (investment company) Chairman of the Board:
to 1996. since 2000; Hottinger & Co. Hottinger Capital
Ltd, UK (investment advisor) Corp. since 1994; Vice
since 2001; and Emba, NV Chairman of the Board:
(investment company) since Hottinger Zueri Valore
1990; Vice Chairman of the (equity fund) since
Board, Director, Chief 1996.
Executive Officer and Member
of Investment Committee:
Hottinger Capital Corp. since
1994; Vice Chairman of the
Board: Hottinger Zueri Valore
(equity fund) since 1996.
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Rudolf Vice Year to Director: Hottinger Bank & Director: Hottinger 6,535
Millisits(2) President year Trust Ltd. (Bahamas) since Bank & Trust Ltd.
Hottinger Capital since since 1996; Director: Hottinger (Bahamas) since 1996; $50,001 -
Corp. 1995 and 1995. Capital Corp. ("HCC") since Director: Hottinger $100,000
1270 Avenue of the Senior December 2000; Director Capital Corp. ("HCC")
Americas Vice Hottinger International Fund since December 2000;
Suite 400 President Luxemborg since May 2000; Director Hottinger
New York, New York since Chief Operating Officer: HCC International Fund
10020 2000. since December 1998; Executive Luxemborg since May
Vice President, Portfolio 2000.
Age 44 Manager, Member of Investment
Committee and Chief Compliance
Officer: HCC since September
1994 (manages client accounts
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 et Cie
(Zurich) 1993 to 1994;
Assistant Vice President and
Investment Advisor: Credit
Suisse Geneva.
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Philippe R. Vice Year to Senior Vice President: None 2,500
Comby(2) President year Hottinger Capital Corp. since
Hottinger Capital since since 1998; Vice President: $10,001 -
Corp. 2000. 2000. Hottinger Capital Corp. from $50,000
1270 Avenue of the 1996 to 1998 and Hottinger
Americas U.S. Inc. since 1996;
Suite 400 Treasurer: Hottinger Capital
New York, New York Corp. since 1997; Portfolio
10020 Manager and Member of
Investment Committee: Banque
Age 35 Hottinger et Cie (Geneva) from
1994 to 1996; Portfolio
Manager and Credit Analyst:
Swiss Bank Corp. from 1991 to
1994.
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Edward J. Vice Year to Director: Deutsche Asset None 0
Veilleux(2) President year Management since 1999;
Investment Company and since Principal: BT Alex. Brown
Capital Corp. Treasurer 1987. Incorporated from 1989 to
One South Street since 1999; Executive Vice
Baltimore, Maryland 1987. President, Investment Company
21202 Capital Corp. since 1987;
Trustee; Devcap Shared Return
Age 58 Fund since 2000.
--------------------------------------------------------------------------------------------------------------------
9
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Ms. Sharon R. Vice Year to Vice President: Deutsche Asset None 0
Kanovsky(2) President year Management since 2000; Senior
Investment Company since 2000 since Manager: Pricewaterhouse
Capital Corp. 2000. Coopers LLP from 1986 to 2000.
One South Street
Baltimore, Maryland
21202
Age 37
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Paul R. Brenner, Secretary Year to Of Counsel: Salans Hertzfeld None 8,224
Esq.(2) since year Heilbronn Christy & Viener
700 White Plains 1987. since (General Counsel to the Fund) $50,001 -
Road 1987. since July 1996; Paul R. $100,000
Suite 223 Brenner, Attorney-at-Law since
Scarsdale, New York June 1993; Counsel to the
10583 Fund since May 1994; Partner:
Kelley Drye & Warren from 1977
Age 59 to 1993.
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. James L. Knell(2) Assistant Year to Director: Deutsche Asset None 0
Investment Company Treasurer year Management since 1998; Chief
Capital Corp. since since Financial Officer and Chief
One South Street 1999. 1999. Operating Officer: Care
Baltimore, Maryland Resources from 1993 to 1998;
21202 Vice President and Director of
Financial Planning: T. Rowe
Age 48 Price from 1979 to 1993;
Auditor: Public Accounting
from 1976 to 1979.
--------------------- ----------- ---------- -------------------------------- ------------------------ -------------
Mr. Charles A. Assistant Year to Director: Deutsche Asset None 0
Rizzo(2) Treasurer Year Management since 1998; Senior
Investment Company since since Manager: Coopers and Lybrand
Capital Corp. 1999. 1999. LLP from 1995 to 1998.
One South Street
Baltimore, Maryland
21202
Age 44
--------------------------------------------------------------------------------------------------------------------
(1) All Directors and Executive Officers as a group (17 persons) owned 329,768
shares which constitutes approximately 1.2% 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 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 et 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 Millisits is an "Interested Person" because he
is Senior Vice President of the Fund and because of his affiliation with
HCC; Philippe R. Comby 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 and Executive Vice President of the Administrator;
Sharon R. Kanovsky is an "Interested Person" because she is a Vice
President of the Fund and Vice President of an affiliate of the
Administrator; James L. Knell is an "Interested Person" because he is an
Assistant Treasurer of the Fund and a Director of an affiliate of the
Administrator; Charles A. Rizzo is an "Interested Person" because he is an
Assistant Treasurer of the Fund and a Director of an affiliate of the
Administrator; 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 et Cie (Zurich), a partnership, owns 151,134 shares of the Fund,
Hottinger Capital Corp., the Fund's Investment Advisor, owns 102,234 shares
of the Fund, Hottinger Finanz AG owns 5,247 shares of the Fund and
Hottinger Treuhand AG owns 4,684 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 et 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 263,299 shares of the Fund owned by Hottinger et Cie (Zurich),
Hottinger Capital Corp., Hottinger Finanz AG and Hottinger Treuhand AG. In
addition, Mr. Rodolphe E. Hottinger and his children directly own 15,520
shares.
The Executive Officers of the Fund are elected annually by the Board of
Directors at its Annual Meeting following the Annual Meeting of Stockholders.
The Board of Directors provides oversight with respect to the Fund's
governance, operations, performance and stockholder relations. In that capacity
the Board, directly and through standing committees, provides oversight of the
Fund's Investment Advisor, HCC, the Fund's independent public auditor, Deloitte
& Touche LLP, the Fund's Administrator, Investment Company Capital Corp., Fund
Management and legal counsel.
10
The current Members of the Audit Committee 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 and such other matters as is required by the Audit Committee
Charter as described below under "Report of Audit Committee". The Board of
Directors, in its business judgment, has determined that all Members of the
Committee are "independent", as required by the applicable listing standards of
the New York Stock Exchange. The Audit Committee held five meetings during the
year ended December 31, 2001. The Board of Directors also has a Discount
Committee whose current members are Messrs. Gabus, Rodolphe Hottinger,
Pineau-Valencienne, West and Witt. The principal function of the Discount
Committee is to monitor the Fund's market discount to net asset value, to study
such matters as are related to the discount and to make periodic recommendations
to the Board of Directors. The Discount Committee held fifteen meetings during
the year ended December 31, 2001. The Board of Directors has a Litigation
Committee whose current members are Messrs. Gabus, Didier Pineau-Valencienne,
West and Witt. The principal function of the Litigation Committee is to monitor
litigation arising from two complaints hereinafter discussed under "Other
Matters - Litigation". The Litigation Committee held six meetings during the
year ended December 31, 2001. The Board of Directors also has a Nominating
Committee whose current members are Messrs. Frey, Gabus and Mosseri-Marlio, each
of whom is a Non-Interested Director. The principal function of the Nominating
Committee is to recommend to the Board nominees for election as Directors. The
Nominating Committee held one meeting during the year ended December 31, 2001.
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 Proposals" 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., 1270 Avenue of the Americas, Suite 400, New York, New York 10020. The
Board of Directors does not have a Compensation Committee.
During the year ended December 31, 2001, the Board of Directors met six
times, of which four were regularly scheduled meetings and two were special
meetings. 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.
Mr. Pineau-Valencienne, a non-interested director, is Vice Chairman of
Credit Suisse First Boston (Europe) Limited, an indirect subsidiary of Credit
Suisse Group ("CSG"). Since November 2000, the Fund's U.S. custodian has been
Swiss American Securities Inc. and its Swiss sub-custodian has been Credit
Suisse First Boston, both of which are subsidiaries of CSG and which received
aggregate fees of $96,656 from the Fund in 2001. Hottinger & Cie (Zurich), the
parent of the Fund's investment advisor, and certain of its affiliated companies
effect brokerage transactions for managed accounts through CSG entities. The
Fund has, from time to time, also effected brokerage transactions in Swiss
equities through a CSG unit in Switzerland, which received brokerage
compensation from the Fund of $1,194 in 2001 and $86,860 in 2000.
Each Non-Interested Director of the Fund or its Investment Advisor, HCC
was paid a 2001 annual fee of approximately $15,097 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 received an annual fee
of approximately $16,607 (in lieu of the approximate $15,097 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
thereafter adjusted annually, as of each October 1, in proportion to the
increase in the Consumer Price Index "All Items Price Index -- National", for
the preceding twelve month period. Each Director who is a Non-Interested
Director and who is a member of the Discount Committee or Litigation Committee
is compensated for his work on an hourly basis at the rate of $300 per hour,
instead of the $750 meeting fee otherwise payable to committee members for each
meeting attended. Finally, 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, 2001, all incumbent Non-Interested
Directors as a group received from the Fund aggregate remuneration amounting to
$308,381.25 and individual remuneration (exclusive of reimbursed expenses), as
follows:
11
--------------------------------------------------------------------------------------------------------------------
Pension Or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued As Annual From Fund and Fund
Name of Person Compensation Part of Fund Benefits Upon Complex
& Position From Fund Expenses Retirement Paid to Directors
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
Claude W. Frey, Director $20,347.50 $0 $0 $20,347.50
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
Eric R. Gabus, Director, $60,718.50 $0 $0 $60,718.50
Chairman of the Nominating Committee
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
Claude Mosseri-Marlio, Director $21,750.00 $0 $0 $21,750.00
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
Didier Pineau-Valencienne, Director $74,098.50 $0 $0 $74,098.50
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
Stephen K. West, Esq., Director $64,618.50 $0 $0 $64,618.50
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
Samuel B. Witt, III, Esq., Director, $66,848.25 $0 $0 $66,848.25
Chairman of the Audit, Discount and
Litigation Committees
--------------------------------------- ----------------- ----------------- ------------------ ---------------------
TOTAL REMUNERATION: $308,381.25 $0 $0 $308,381.25
=========== == == ===========
--------------------------------------------------------------------------------------------------------------------
Messrs. Sullivan & Cromwell who have served as counsel to the Non-Interested
Directors since 1987 received $430,167.22 for legal services rendered and
disbursements incurred during 2001 and $116,136 for legal services rendered and
disbursements incurred during 2000. Mr. West serves as Of Counsel to such Firm.
Paul R. Brenner, who serves as Counsel and Secretary to the Fund received in his
capacity as Counsel to the Fund $173,594.06 for legal services rendered and
disbursements incurred during 2001. 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.
APPROVAL OF CONTINUATION OF BY-LAW AMENDMENTS
In an effort to give a greater voice to minority stockholders the Board
of Directors adopted a series of amendments to the By-Laws of the Fund in May
and October 2000, which are separately discussed below. The amendments set forth
minimum director qualifications; limit to stockholders of record of the Fund the
ability to submit proposals under the advance-notice By-Law; require that
stockholders of record submitting proposals indicate whether they will solicit
proxies; eliminate stockholders' ability to call a special stockholder meeting;
and increased to 75% from a majority the percentage of outstanding shares
required to amend the By-Laws. In furtherance of the Board's continued
commitment to protect the interests of Fund stockholders, these amendments were
adopted to ensure that all stockholders will receive meaningful representation
in stockholder votes concerning fundamental questions of Fund governance and
that Fund directors had relevant experience. Even though your Board of Directors
believed it acted in the best interests of stockholders and the Fund in adopting
these amendments, on May 15, 2001 the Board announced it would put these
amendments to a stockholder vote at the 2002 Annual Meeting of Stockholders in
order to address concerns expressed by a few stockholders.
You are now being asked to vote separately "FOR" the continuation of
each of the adopted By-law amendments. Each By-Law amendment is being voted on
separately. If continuation of a particular amendment is not approved, the Board
will repeal that amendment to the By-laws and the By-laws would thereafter
revert to the form prior to such amendment.
12
Required Vote
Approval of the continuation of each By-Law amendment requires a
majority of the votes cast at the Meeting by the stockholders entitled to vote.
If the continuation of a By-law amendment is not approved, the Board of
Directors will repeal such amendment and the By-Law would thereafter revert to
its form prior to such amendment.
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. Therefore, it is essential to
return your signed proxy card in the enclosed envelope in order that you vote in
favor of the Fund's proposal.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS
2, 3, 4, 5 and 6 TO APPROVE THE CONTINUATION OF THESE AMENDMENTS OF THE FUND'S
BY-LAWS.
(Proposal 2)
To approve the continuation of an amendment of the Fund's By-Laws
specifying minimum director qualifications.
Upon recommendation by its Nominating Committee, your Board of
Directors adopted amendments to the Fund's By-Laws, which ensure that each
nominee for election to the Board of Directors meets certain minimum
qualifications. The Delaware General Corporation Law expressly permits a
corporation's by-laws or certificate of incorporation to prescribe director
qualifications. The principle underlying the amendment is that the Fund's
interests are best served when its directors have experience in matters relevant
to the Fund's investment business. Because the Fund's objective is to seek
long-term capital appreciation through investment in equity and equity-linked
securities of Swiss companies, your current Board of Directors is comprised of
persons with extensive business and country-specific business and political
backgrounds. The amendment required, in addition to an age qualification, that a
nominee have relevant experience and country-specific knowledge and that a
nominee must not have any conflict of interest. The principle of relevant
experience and country-specific knowledge has generally guided the nomination
process and thereby created the basis for the composition of the Board and the
oversight of HCC and the investment process of your Fund, which has had strong
performance since its inception. The amendment formalized this.
Your Board of Directors believes that it is important that each
Director meet at least the qualification requirements under the amended By-Laws.
The above amendment to the By-Laws is set forth in Appendix "A" to this
Proxy Statement.
13
(Proposal 3)
To approve the continuation of an amendment of the Fund's By-Laws
providing that stockholders seeking to act under the Fund's advance notice
By-Law indicate whether they will solicit proxies.
This amendment to the Fund's By-Laws provides that stockholders seeking
to nominate any person for election as director of the Fund indicate whether the
stockholder intends or is part of a group which intends to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
Fund's outstanding stock required to elect the nominee and/or otherwise solicit
proxies from stockholders in support of such nomination. The amendment, as well
as the amendment discussed under Proposal 4, was adopted to enhance the
efficiency of the procedures under the advance notice By-law. The Fund's advance
notice By-law serves to assure that Management will have a reasonable
opportunity to consider and respond to director nominations and other proposals
by stockholders. Your Board believes that this amendment furthers that goal by
better enabling Management to prepare its proxy statement for an upcoming
meeting. For example, in the case of the election of directors, the SEC's proxy
rules require additional information if there will be opposing solicitations.
Giving Management early notice will enable them to prepare that information more
completely and efficiently and on a more timely basis. In addition, the SEC's
proxy rules provide that the proxies do not confer discretionary authority on
the Fund with respect to a particular proposal if the proponent provides the
Fund with a written statement that the proponent intends to deliver a proxy
statement and form of proxy to holders of at least the percentage of the Fund's
voting shares required to carry the proposal, includes the same statement in its
proxy statement and provides the Fund with a statement from the solicitor or
other person with knowledge that the necessary steps have been taken. Thus, even
without the amendment to the By-Laws, stockholders nominating a person for
election as director would usually give this statement in order to negate the
Fund's discretionary voting authority.
This amendment provides your Fund's Management with additional time to
deal with the situation and leads overall to a more organized and efficient
proxy solicitation process. Your Board believes that this amendment was and
continues to be in the best interests of stockholders.
The above amendment to the By-Laws is set forth in Appendix "A" to this
Proxy Statement.
(Proposal 4)
To approve the continuation of an amendment of the Fund's By-Laws
providing that only stockholders of record may submit proposals under the Fund's
advance notice By-Law.
Prior to this amendment, proposals under the Fund's advance notice
By-Law could also be submitted by a beneficial owner who holds common stock
entitled to vote at an annual or special meeting through a nominee or street
name holder of record who could demonstrate to the Fund such indirect ownership
and his entitlement to vote such securities at the annual meeting on such
matter. This amendment, together with the amendment discussed above under
Proposal 3 under which stockholders of record seeking to act under the Fund's
advance notice By-Law are required to indicate whether they will solicit
proxies, was adopted to enhance the efficiency of the procedures under the
advance notice By-law. By limiting those eligible to submit proposals to
stockholders of record, the Fund is more easily and cost-effectively able to
determine the eligibility of stockholders under the Fund's advance notice By-Law
because the Fund's transfer agent keeps track of all stockholders of record. It
also provides a greater level of certainty with regard to eligibility to submit
a proposal while reducing the likelihood of frivolous proposals. At the same
time, as shown by Bankgesellschaft Berlin AG's proposals in connection with the
2001 annual meeting of stockholders, this By-Law provision does not preclude
nominee holders from submitting proposals. Rather, nominee holders are able to
submit proposals indirectly through the respective record holder after
demonstrating their eligibility to do so. Your Board strongly believes that the
added efficiency and certainty provided as a result of this amendment outweigh
the nominal burden it places on beneficial owners by requiring them to submit
proposals through the respective record holder. Thus, your Board believes that
this amendment was and still is in the best interests of all stockholders.
The above amendment to the By-Laws is set forth in Appendix "A" to this
Proxy Statement.
14
(Proposal 5)
To approve the continuation of an amendment of the Fund's By-Laws
eliminating the ability of stockholders to call a special meeting of
stockholders.
Under Delaware law stockholders are entitled to call special meetings
of stockholders only if they are authorized by the certificate of incorporation
or bylaws of the corporation. Prior to the amendment, the Fund's By-Laws
entitled stockholders holding together as little as 25% of the outstanding
shares entitled to vote at a special meeting to call such meeting. The
elimination of the ability of our stockholders to call special meetings
eliminates the potential disruption and cost associated with a vocal minority
taking Management's time and attention away from the day to day business of the
corporation by forcing it to focus on an unanticipated stockholder meeting. In
adopting the amendment, your Board recognized that any matters that stockholders
would raise at a special meeting could be raised at the Fund's annual meeting,
as was the case at the 2001 annual meeting. By requiring stockholders to raise
matters at the Fund's annual meeting, your Board has eliminated the potential
for dissident stockholders to cause the Fund to bear the significant costs that
would be incurred by the Fund if it were subject to multiple stockholder
meetings, or even one additional meeting, in a particular year while at the same
time making sure that the stockholders' right to be heard was preserved. The
elimination of stockholders' ability to call a special meeting may have the
effect of discouraging or delaying efforts to acquire control of your Fund.
However, because this amendment may help your Board of Directors to resist a
change in control by requiring that actions of our stockholders be submitted at
a duly called and convened meeting, your Board has greater power in negotiating
with any potential acquiror. Thus, your Board of Directors believes that this
amendment serves the best interests of stockholders.
The above amendment to the By-Laws is set forth in Appendix "A" to this
Proxy Statement.
(Proposal 6)
To approve the continuation of an amendment of the Fund's By-Laws
increasing to 75 percent from a majority the percentage of outstanding shares
required to amend the By-Laws.
This amendment does not affect the ability of your Board to make
further modifications to the By-Laws that it believes are in your best
interests. Rather, by requiring a supermajority for stockholder-proposed
By-Laws, this amendment gives a greater voice to minority stockholders and
reduces the ability of a well organized group of stockholders from amending your
By-Laws in a manner favored by a mere majority but detrimental to the interests
of other stockholders.
The above amendment to the By-Laws is set forth in Appendix "A" to this
Proxy Statement.
Required Vote
Approval of the continuation of each By-Law amendment requires a
majority of the votes cast at the Meeting by the stockholders entitled to vote.
If the continuation of a By-law amendment is not approved, the Board of
Directors will repeal the amendment and the By-law would thereafter revert to
its form prior to such amendment.
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. Therefore, it is essential that
you return your signed proxy card in the enclosed envelope in order to vote in
favor of the Fund's proposal.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS
2, 3, 4, 5 and 6 TO APPROVE THE CONTINUATION OF THESE AMENDMENTS OF THE FUND'S
BY-LAWS.
ADDITIONAL INFORMATION RELATING TO THE FUND
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 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 2001. 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,
2001.
15
Security Ownership of Certain Beneficial Owners
As of December 31, 2001, no stockholder, to the knowledge of
Management, other than the Wachovia Corporation, One Wachovia Center, Charlotte,
North Carolina 28288-0137 and Lazard Freres & Co. LLC, 30 Rockefeller Plaza, New
York, NY 10020, beneficially owned more than five percent of the Fund's
outstanding shares of Common Stock. Wachovia Corporation, on behalf of its
advisory clients, filed on February 14, 2002 a beneficial ownership report on
Schedule 13G with the Securities and Exchange Commission stating that as of
December 31, 2001 it beneficially owned 1,505,717 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 February 2, 2000, it
beneficially owned 1,646,100 shares of Common Stock. Based on such filings,
these holdings represented approximately 6.30 percent and 6.89 percent of the
Fund's outstanding shares, respectively, as of December 31, 2001.
SELECTION OF INDEPENDENT PUBLIC AUDITOR
At a meeting held on March 20, 2002 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, 2002. 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.
Audit Fees
The aggregate fees billed by D&T for professional services rendered for
the Audit of the Fund's annual financial statements for the fiscal year ended
December 31, 2001 were $28,000.
Financial Information Systems Design and Implementation Fees
D&T did not render any information technology services to the Fund
during the fiscal year ended December 31, 2001.
All Other Fees
The aggregate fees billed by D&T for tax services rendered to the Fund,
other than the services described above under "Audit Fees" for the fiscal year
ended December 31, 2001, were $5,000. D&T rendered no other services for the
Fund, and rendered no services for the Advisor or any affiliate of the Advisor
during the year ended December 31, 2001 or during any prior period.
The Audit Committee has considered whether and determined that the
provision of non-audit services to the Fund is compatible with maintaining D&T's
independence.
No representative of D&T is expected to be present at the Meeting.
REPORT OF AUDIT COMMITTEE
The role of the Audit Committee is to assist the Board of Directors in
its oversight of the Fund's financial reporting process. The Committee operates
pursuant to a Charter which was last approved by the Board on March 20, 2002, a
copy of which is attached to this Proxy Statement as Appendix "B". As set forth
in the Charter, Management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial and reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent public auditor, Deloitte &
Touche LLP ("D&T"), is responsible for auditing the Fund's financial statements
and expressing an opinion as to their conformity with generally accepted
accounting principles.
In the performance of its oversight function, the Committee has
considered and discussed the December 31, 2001 audited financial statements with
Management and with D&T. The Committee has also discussed with D&T the matters
required to be discussed by the Statement on Auditing Standards No. 61,
Communication With Audit Committees, as currently in effect. Finally, the
Committee has reviewed the written disclosures and the letter from D&T required
by Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect, has considered whether the provision
of other non-audit services by D&T to the Fund is compatible with maintaining
the auditor's independence, and has discussed with D&T the auditor's
independence.
16
Stockholders are reminded, however, that the Members of the Audit
Committee are not professionally engaged in the practice of auditing or
accounting and are not experts in the fields of auditing or accounting,
including in respect of auditor independence. Members of the Committee rely
without independent verification on the information provided to them and on the
representations made by Management and D&T. Accordingly, the Audit Committee's
oversight does not provide an independent basis to determine that Management has
maintained appropriate accounting and financial reporting principles or
appropriate internal control and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's auditors are, in fact, "independent".
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the Charter, the Committee, with authority delegated to
it by the Board of Directors, has determined that the audited financial
statements be included in the Fund's Annual Report for the year ended December
31, 2001, as filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Fund's Board of Directors
Didier Pineau-Valencienne
Stephen K. West, Esq.
Samuel B. Witt, III, Esq.
Dated: April 15, 2002
OTHER MATTERS
General
The Fund's Investment Advisor and Administrator are HCC, 1270 Avenue of
the Americas, Suite 400, New York, New York 10020 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.
Litigation
On April 2, 2001 and May 8, 2001 two complaints were filed in purported
class actions on behalf of stockholders of the Fund in the Court of Chancery of
the State of Delaware by individuals claiming to be Fund stockholders against
the Fund, each of its Directors and HCC (collectively, the "defendants"). The
complaints in these cases entitled Kimberly Kahn vs. Paul Hottinguer et al. and
Charles Miller vs. Paul Hottinguer et al. allege that the defendants have: (A)
breached fiduciary duties to stockholders and violated Section 109(a) of the
Delaware General Corporation Law by adopting amendments to the Fund's Bylaws
requiring a vote of 75% of the Fund's outstanding shares to alter, amend or
repeal the Bylaws or to adopt other bylaws; (B) breached fiduciary duties to
stockholders by adopting amendments to the Fund's By-laws requiring nominees for
election as directors to satisfy certain qualifications; and (C) breached
fiduciary and contractual duties through the manner in which the Fund effected a
capital gains distribution in December, 2000. The complaints seek as relief
among other things: (i) a declaration that the defendants have breached their
fiduciary duties to stockholders and that the amendments to the Bylaws are null
and void; (ii) an injunction preventing the defendants from enforcing the Bylaw
amendments; and (iii) certain unspecified damages. The claims relating to the
By-Laws were dismissed as moot by stipulation of the parties to the litigation.
In addition, the defendants have moved to dismiss the capital gains distribution
claims because the defendants believe that the plaintiffs fail to state a claim
upon which relief can be granted.
17
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual
Meeting of Stockholders in 2003 must be received by the Fund on or before
December 16, 2002 in order to be included in the Fund's proxy statement and form
of proxy relating to that Meeting. In addition, the Fund's By-Laws provide that
if a stockholder of record entitled to vote desires to bring proposals
(including director nominations) before the 2003 Annual Meeting, written notice
of such proposals as prescribed in the By-Laws must be received by the Fund's
Secretary, The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite
400, New York, New York 10020, between January 23, 2003 and February 22, 2003.
For additional requirements, stockholders may refer to the By-Laws, a current
copy of which may be obtained without charge upon request from the Fund's
Secretary. If the Fund does not receive timely notice pursuant to the By-Laws,
the proposal will be excluded from consideration at the meeting.
EXPENSES OF PROXY SOLICITATION
The Fund will bear the cost of soliciting proxies on behalf of the
Board of Directors. The Fund has engaged Georgeson Shareholder Communications
Inc. to serve as proxy solicitor at an anticipated cost of between $40,000 and
$60,000, plus disbursements. In addition to the use of mails, proxy
solicitations may be made by telephone, fax and personal interview by the Fund's
Officers and Directors and the Fund's Investment Advisor. 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. If you have any questions concerning this proxy
solicitation, please contact Georgeson Shareholder Communications, Inc.,
Telephone Number: 1-866-867-1147.
VOTING RESULTS
The Fund will advise the stockholders of the voting results of the
matters voted upon at the Annual Meeting in the 2002 Semi-Annual Report to
Stockholders.
ANNUAL REPORT
The Fund will furnish, without charge, a copy of the 2001 Annual Report
and the most recent Quarterly and Semi-Annual Report succeeding the Annual
Report, if any, to any Stockholder upon request addressed to Rudolf Millisits,
Senior Vice President, The Swiss Helvetia Fund, Inc., 1270 Avenue of the
Americas, Suite 400, New York, New York 10020 (toll free telephone number:
1-888-794-7700).
IMPORTANT
If your shares are held by a broker, in order for your vote to be
counted with regard to Proposals 2, 3, 4, 5 and 6, you MUST SIGN AND RETURN THE
PROXY CARD in the enclosed envelope. You may also vote your shares by telephone
twenty-four hours a day, seven days a week by following the instructions
attached to your Proxy Card.
WE URGE STOCKHOLDERS TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD
TO THE FUND OR VOTE BY TELEPHONE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL NO.
1 TO REELECT THE BOARD'S THREE NOMINEES AS CLASS II MEMBERS AND A VOTE "FOR"
PROPOSALS 2, 3, 4, 5 AND 6 TO APPROVE THE CONTINUATION OF THE BY-LAW AMENDMENTS.
If you have any questions concerning this proxy solicitation, please contact
Georgeson Shareholder Communications Inc., Telephone Number: 1-866-867-1147.
Paul R. Brenner
Secretary
Dated: April 15, 2002
18
APPENDIX "A"
Set forth below next to each proposal number are the relevant Sections
of the Fund's By-Laws, as amended and adopted by the Board of Directors on May
19, 2000 and October 20, 2000.
Proposal 2
ARTICLE II
Board of Directors
SECTION 1. Number and Term of Office. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of nine
Directors who will be divided into three classes of three Directors each, and at
least 40% of whom shall be persons who are not interested persons of the
Corporation as defined in the Investment Company Act of 1940. Each class of
Directors shall, except as hereinafter otherwise provided for filling vacancies,
have staggered three year terms of office, be elected at an annual meeting of
stockholders, and shall hold office until their respective successors are
elected and qualified or until their earlier resignation or removal. No person
who has attained the age of 75 at the time of filling a vacancy or on the date
of the Annual Meeting of Stockholders shall be qualified to serve as a Director
unless such age limitation has been waived by a majority of the Directors then
in office. The number of Directors may be altered from time to time by amendment
of these By-Laws.
SECTION 2. Qualifications for Office. To be eligible for nomination as
a director a person must, at the time of such person's nomination, have Relevant
Experience and Country Knowledge (as defined below) and must not have any
Conflict of Interest (as defined below). Whether a proposed nominee satisfies
the foregoing qualifications shall be determined by the Board of Directors.
"Relevant Experience and Country Knowledge" means experience in
business, investment and economic matters in Europe, the United States, or
Switzerland or political matters of Switzerland through service:
(a) for at least 5 years in one or more of the following principal
occupations:
(1) senior executive officer, including senior legal
officer, or partner of a financial or industrial
business headquartered in Europe that has annual
revenues of at least the equivalent of US $500
million and whose responsibilities include or
included supervision of European business operations;
(2) senior executive officer, including senior legal
officer, or partner of a financial or industrial
business headquartered in the United States that has
annual revenues of at least the equivalent of US $500
million and whose responsibilities include or
included supervision of European business operations;
(4)
(3) senior executive officer, including senior legal
officer, or partner of an investment management
business having at least the equivalent of US $500
million under discretionary management for others in
securities of European companies or securities
principally traded in Europe;
(4) senior executive officer or partner (including a
lawyer appointed "of counsel") (i) of a business
consulting, accounting or law firm having a
substantial number of professionals, and (ii) one of
whose principal responsibilities includes or included
providing services involving European matters or
clients for financial or industrial businesses or
investment businesses as described in (1) - (3)
above;
20
(5) senior official (including ambassador or minister or
elected member of the legislature) in the national or
cantonal government, a government agency or the
central bank of Switzerland, in a major supranational
agency or organization of which Switzerland is a
member, or in a leading international trade
organization relating to Switzerland, in each case in
the area of finance, economics, trade or foreign
relations;
(6) director of this Corporation at the time of
nomination for at least five years; or
(7) officer, director, partner, or employee of the
Corporation's investment advisor or of an entity
controlling, controlled by or under common control
with the Corporation's investment advisor; and
(b) for at least 10 years as a senior executive officer (including
senior legal officer), director, partner, or senior official (including elected
ambassador or minister or elected member of the legislature) to one or more of
the following: (1) a financial or industrial business; (2) an investment
management business; (3) a business, consulting, accounting or law firm; or (4)
a national government, a government agency or central bank, a major
supranational agency or organization, or a leading international trade
organization, in each case in the area of finance, economics, trade or foreign
relations.
"Conflict of Interest" means the presence of a conflict with the
interests of the Corporation or its operations through any of the following:
(1) current position as a director, officer, partner or
employee of another investment fund whose investment
focus is principally (i.e., over 50% of total assets)
securities of Swiss companies or securities
principally traded in Swiss markets and that does not
have the same investment advisor as the Corporation
or an investment advisor affiliated with an
investment advisor of the Corporation; (1)
(2) current position as a director, officer, partner or
employee of the investment advisor, sponsor or
equivalent of an investment vehicle described in the
previous point and who is involved in the day to day
operations of such vehicle or the investment
decisions made with respect to such vehicle; or
(3) current position as an official of a governmental
agency or self-regulatory body having responsibility
for regulating the Corporation or the markets in
which it proposes to invest.
Proposals 3 and 4
ARTICLE I
Stockholders
SECTION 10. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 10.
(b) For any matter to be properly brought before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
10(b) by a stockholder of record entitled to vote at the annual meeting. In
addition to any other requirements under applicable law and the Certificate of
21
Incorporation and By-Laws of the Corporation, persons nominated by stockholders
of record for election as directors of the Corporation and any other proposals
by stockholders of record shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than ninety (90) nor more than one hundred and twenty (120) days prior to the
first anniversary date of the annual meeting for the preceding year; provided,
however, if and only if the annual meeting is not scheduled to be held within a
period that commences thirty (30) days before such anniversary date and ends
thirty (30) days after such anniversary date (an annual meeting date outside
such period being referred to herein as an "Other Annual Meeting Date"), such
Stockholder Notice shall be given in the manner provided herein by the later of
the close of business on (i) the date ninety (90) days prior to such Other
Meeting Date or (ii) the tenth (10th) day following the date such Other Annual
Meeting Date is first publicly announced or disclosed. Any stockholder of record
desiring to nominate any person or persons (as the case may be) for election as
a director or directors of the Corporation shall deliver, as part of such
Stockholder Notice: (i) a statement in writing setting forth (A) the name of the
person or persons to be nominated, (B) the number and class of all shares of
each class of stock of the Corporation owned of record and beneficially by each
such person, as reported to such stockholder by such nominee(s), (C) the
information regarding each such person required by paragraphs (a), (e) and (f)
of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by
the Securities and Exchange Commission (or the corresponding provisions of any
regulation or rule subsequently adopted by the Securities and Exchange
Commission applicable to the Corporation), (D) whether such stockholder believes
any nominee will be an "interested person" of the Corporation (as defined in the
Investment Company Act of 1940, as amended) and, if not an "interested person,"
information regarding each nominee that will be sufficient for the Corporation
to make such determination, (E) a representation whether the stockholder intends
or is part of a group which intends to (1) deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the Corporation's outstanding
stock required to elect the nominee and/or (2) otherwise solicit proxies from
stockholders in support of such nomination and (F) the number and class of all
shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder; and (ii) each such person's signed consent to
serve as a director of the Corporation if elected and such stockholder's name
and address. Any stockholder who gives a Stockholder Notice of any matter
proposed to be brought before the meeting (not involving nominees for director)
shall deliver, as part of such Stockholder Notice, the text of the proposal to
be presented and a brief written statement of the reasons why such stockholder
favors the proposal and setting forth such stockholder's name and address, the
number and class of all shares of each class of stock of the Corporation owned
of record and beneficially by such stockholder, if applicable, any material
interest of such stockholder in the matter proposed (other than as a
stockholder), and a representation whether the stockholder intends or is part of
a group which intends to (1) deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding stock
required to approve or adopt the proposal with respect to which the proxy
statement is being distributed and/or (2) otherwise solicit proxies from
stockholders in support of such proposal. As used herein, shares "beneficially
owned" shall mean all shares which such person is deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Exchange Act. If a stockholder of
record is entitled to vote only for a specific class or category of directors at
a meeting (annual or special), such stockholder's right to nominate one or more
individuals for election as a director at the meeting shall be limited to such
class or category of directors.
Notwithstanding anything in this Section 10(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation at the next annual meeting is increased and either all of the
nominees for director at the next annual meeting or the size of the increased
Board of Directors are not publicly announced or disclosed by the Corporation at
least seventy (70) days prior to the first anniversary of the preceding year's
annual meeting, a Stockholder Notice shall also be considered timely hereunder,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary of the Corporation at the
principal executive office of the Corporation not later than the close of
business on the tenth (10th) day following the first date all of such nominees
or the size of the increased Board of Directors shall have been publicly
announced or disclosed.
(c) Except as provided in the immediately following sentence, only such
matters shall be properly brought before a special meeting of stockholders as
shall have been brought before the meeting pursuant to the Corporation's notice
of meeting. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors, any
stockholder of record entitled to vote at the special meeting may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the Stockholder Notice
required by Section 10(b) hereof shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the tenth (10th) day following the day on which the
date of the special meeting and either the names of the nominees proposed by the
Board of Directors to be elected at such meeting or the number of directors to
be elected is publicly announced or disclosed.
22
(d) For purposes of this Section 10, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting or special
meeting, or any announcement thereof, commence a new period for giving of notice
as provided in this Section 10. This Section 10 shall not apply to stockholder
proposals made pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 10 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
Proposal 5
ARTICLE I
Stockholders
SECTION 2. Special Meetings. Except as otherwise provided in the
Certificate of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors, the Chairman of
the Board or the President. Any special meeting of the stockholders shall be
held on such date, at such time and at such place within or without the State of
Delaware as the Board of Directors or the officer calling the meeting may
designate. At a special meeting of the stockholders, no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting unless all of the stockholders are present in person or by
proxy, in which case any and all business may be transacted at the meeting even
though the meeting is held without notice.
Proposal 6
ARTICLE VII
Amendments
These By-Laws and any amendment thereof may be altered, amended or
repealed, or new By-Laws may be adopted, by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of all of the
members of the Board; provided, however, that in the case of any special meeting
at which all of the members of the Board are not present, the notice of such
meeting shall state that the amendment of these By-Laws was one of the purposes
of the meeting. However, these By-Laws and any amendment thereof, including the
By-Laws adopted by the Board of Directors, may be altered, amended or repealed
and other By-Laws may be adopted by the holders of at least 75% of the total
outstanding stock of the Corporation entitled to vote at any annual meeting or
at any special meeting, provided, in the case of any special meeting, that
notice of such proposed alteration, amendment, repeal or adoption is included in
the notice of the meeting.
23
APPENDIX B
AUDIT COMMITTEE CHARTER
THE SWISS HELVETIA FUND, INC.
I. Composition of the Audit Committee: The Audit Committee of The Swiss
Helvetia Fund, Inc. ("Fund") shall be comprised of three directors,
each of whom shall have no relationship to the Fund or any of its
investment advisors, administrators, or custodians that may interfere
with the exercise of his or her independence from Management and the
Fund and, as to his or her relationship to the Fund, shall otherwise
satisfy the applicable membership requirements under the rules of the
New York Stock Exchange, Inc., as such requirements are interpreted by
the Board of Directors in its business judgment.
II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to assist the Board of Directors:
1. in its oversight of the Fund's accounting and financial
reporting principles and policies and internal audit
controls and procedures;
2. in its oversight of the Fund's financial statements and the
independent audit thereof;
3. in selecting, evaluating and, where deemed appropriate,
replacing the outside auditors or nominating the outside
auditors to be proposed for stockholder approval in any proxy
statement; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. Management of the
Fund is responsible for the preparation, presentation and integrity of
the Fund's financial statements. Management is also responsible for
maintaining appropriate accounting and financial reporting principles
and policies and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and
regulations. The outside auditors are responsible for planning and
carrying out a proper audit of the Fund's annual financial statements.
In fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not full-time employees of the Fund
and are not, and do not represent themselves to be, accountants or
auditors by profession or experts in the fields of accounting or
auditing including in respect of auditor independence. As such, it is
not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews
or procedures or to set auditor independence standards, and each member
of the Audit Committee shall be entitled to rely on (i) the integrity
of those persons and organizations within and outside the Fund from
which it receives information; (ii) the accuracy of the financial and
other information provided to the Audit Committee by such persons or
organizations absent actual knowledge to the contrary (which shall be
promptly reported to the Board of Directors); and (iii) representations
made by Management as to any information technology, internal audit and
other non-audit services provided by the auditors to the Fund.
The outside auditors for the Fund are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditors or to nominate the outside
auditors to be proposed for stockholder approval in the proxy
statement.
The outside auditors shall submit to the Fund annually a formal written
statement delineating all relationships between the outside auditors
and the Fund ("Statement as to Independence"), addressing each
non-audit service provided to the Fund and at least the matters set
forth in Independence Standards Board No. 1.
24
The outside auditors shall submit to the Fund annually a formal written
statement of the fees billed for each of the following categories of
services rendered by the outside auditors: (i) the audit of the Fund's
annual financial statements for the most recent fiscal year; (ii)
information technology consulting services provided to the Fund for the
most recent fiscal year, in the aggregate and by each service (and
separately identifying fees for such services relating to financial
information systems design and implementation); (iii) all other
services rendered by the outside auditors to the Fund for the most
recent fiscal year, in the aggregate and by each service; and (iv) any
services rendered by the outside auditors to any of the Fund's
investment advisors, administrators, or custodians for the most recent
fiscal year, in the aggregate and by each service.
III. Meetings of the Audit Committee: The Audit Committee shall meet four
times annually, or more frequently if circumstances dictate, to discuss
with Management the annual audited financial statements and periodic
performance results. In addition, the Audit Committee shall meet
separately at least annually with Management and the outside auditors
to discuss any matters that the Audit Committee, Management or the
outside auditors believe should be discussed privately. The Audit
Committee may request any officer of the Fund or the Fund's outside
counsel or outside auditors to attend a meeting of the Audit Committee
or to meet with any members of, or consultants to, the Audit Committee.
Members of the Audit Committee may participate in a meeting of the
Audit Committee by means of conference call or similar communications
equipment by means of which all persons participating in the meeting
can hear each other.
IV. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:
1. with respect to the outside auditor,
(i) to provide advice to the Board of Directors
in selecting, evaluating or replacing
outside auditors;
(ii) to review the fees charged by the outside
auditors for audit and non-audit services;
(iii) to ensure that the outside auditors prepare
and deliver annually a Statement as to
Independence (it being understood that the
outside auditors are responsible for the
accuracy and completeness of this
Statement), to discuss with the outside
auditors any relationships or services
disclosed in this Statement that may impact
the objectivity and independence of the
Fund's outside auditors and to recommend
that the Board of Directors take appropriate
action in response to this Statement to
satisfy itself of the outside auditors'
independence; and
(iv) to consider whether the outside auditors'
provision of (a) information technology
consulting services relating to financial
information systems design and
implementation, (b) other non-audit services
to the Fund, and (c) any services to the
Fund's investment advisors, administrators
or custodians is compatible with maintaining
the independence of the outside auditors;
and
(v) to instruct the outside auditors that the
outside auditors are ultimately accountable
to the Board of Directors and Audit
Committee;
2. with respect to financial reporting principles and
policies and related controls and procedures,
(i) to advise Management and the outside auditors
that they are expected to provide to the
Audit Committee a timely analysis of
significant financial reporting issues and
practices;
(ii) to consider any reports or communications
(and Management's responses thereto)
submitted to the Audit Committee by the
outside auditors required by or referred to
in SAS 61 (as codified by AU Section 380), as
may be modified or supplemented, including
reports and communications related to:
25
o deficiencies noted in the audit in
the design or operation of internal
controls;
o consideration of fraud in a
financial statement audit;
o detection of illegal acts;
o the outside auditor's responsibility
under generally accepted auditing
standards;
o significant accounting policies;
o Management judgments and accounting
estimates;
o adjustments arising from the audit;
o the responsibility of the outside
auditor for other information in
documents containing audited
financial statements;
o disagreements with Management;
o consultation by Management with
other accountants;
o major issues discussed with
Management prior to retention of the
outside auditor;
o difficulties encountered with
Management in performing the audit;
and
o the outside auditor's judgments
about the quality of the Fund's
accounting principles;
(iii) to meet with Management and/or the outside
auditors:
o to discuss the scope of the annual
audit;
o to discuss the audited financial
statements;
o to discuss any significant matters
arising from any audit or report or
communication referred to in item
2(ii) above, whether raised by
Management or the outside auditors,
relating to the Fund's financial
statements;
o to review the form of opinion the
outside auditors propose to render
to the Board of Directors and
stockholders;
o to discuss allocations of expenses
between the Fund and other entities;
o to discuss the Fund's compliance
with Subchapter M of the Internal
Revenue Code of 1986, as amended;
27
o to discuss with Management and the
outside auditors their respective
procedures to assess the
representativeness of securities
prices provided by external pricing
services;
o to discuss with outside auditors
their conclusions as to the
reasonableness of procedures
employed to determine the fair value
of securities for which readily
available market quotations are not
available, Management's adherence to
such procedures and the adequacy of
supporting documentation;
o to discuss significant changes to
the Fund's auditing and accounting
principles, policies, controls,
procedures and practices proposed or
contemplated by the outside auditors
or Management;
o to inquire about significant risks
and exposures, if any, and the steps
taken to monitor and minimize such
risks;
(iv) to obtain from the outside auditors
assurance that the audit was conducted
consistent with Section 10A of the
Securities Exchange Act of 1934, as amended,
which sets forth certain procedures to be
followed in any audit of financial
statements required under the Securities
Exchange Act of 1934; and
(v) to discuss with the Fund's legal advisors
any significant legal matters that may have
a material effect on the financial
statements, the Fund's compliance policies,
including material notices to or inquiries
from governmental agencies; and
3. with respect to reporting, recommendations, and other
matters,
(i) to provide advice to the Board of Directors
in selecting the principal accounting
officer of the Fund;
(ii) to prepare any report or other disclosures,
including any recommendation of the Audit
Committee, required by the rules of the
Securities and Exchange Commission to be
included in the Fund's annual proxy
statement;
(iii) to review this Charter at least annually and
recommend any changes to the full Board of
Directors; and
(iv) to report its activities to the full Board
of Directors on a regular basis and to make
such recommendations with respect to the
above and other matters as the Audit
Committee may deem necessary or appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors
for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants.
27
PLEASE DETACH AT PERFORATION BEFORE MAILING
------------------------------------------------------------------------------
THE SWISS HELVETIA FUND, INC.
1270 Avenue of the Americas
New York, New York 10020
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 15, 2002,
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED
P The undersigned hereby appoints Paul R. Brenner and Edward J. Veilleux,
R and each of them, the true and lawful attorneys and proxies, each with
O the power of substitution, for and in the name, place and stead of the
X undersigned and hereby authorizes each of them to represent and to
Y vote, as designated below, all the shares of Common Stock of The Swiss
Helvetia Fund, Inc. held of record by the undersigned on April 8, 2002
at the Annual Meeting of Stockholders to be held at 11:30 a.m. on May
23, 2002 at The Drake Swissotel, 440 Park Avenue, Manhattan East and
West Suites, New York, New York 10022 or any adjournment or
adjournments or postponement thereof.
This proxy, when properly executed and returned in the enclosed
envelope, will be voted in the manner directed herein by the
undersigned stockholder. If no direction is given, this proxy will be
voted FOR Proposals 1, 2, 3, 4, 5 and 6 and will be voted in the
discretion of the proxies upon such other matters as may properly come
before the Meeting and at any adjournment or postponement thereof.
If your shares are held by a broker, in order for your vote to be
counted with regard to Proposals 2, 3, 4, 5 and 6, you MUST SIGN AND
RETURN THE PROXY CARD in the enclosed envelope.
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.
In their discretion, the persons named as proxies on the front of this card are
authorized to vote upon such other matters as may properly come before the
Annual Meeting and at any adjournment or postponement thereof, and for the
election of a person to serve as a director if any of the above nominees is
unable to serve.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
28
PLEASE DETACH AT PERFORATION BEFORE MAILING
-----------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE NOMINEES
-----------------------------------------------------------
1. Election of Directors
Nominees for Class II Directors: The Baron
Hottinger, Didier Pineau-Valencienne, and Samuel
B. Witt, III.
For all nominees
listed WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary) nominees listed)
[ ] [ ]
(INSTRUCTION: To withhold authority for any
individual nominee strike a line through the
nominee's name on the list above).
-----------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" APPROVAL
-----------------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve the continuation of an [ ] [ ] [ ]
amendment of the Fund's By-Laws specifying
minimum director qualifications.
-----------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" APPROVAL
-----------------------------------------------------------
3. To approve the continuation of an FOR AGAINST ABSTAIN
amendment of the Fund's By-Laws providing that
stockholders seeking to act under the Fund's [ ] [ ] [ ]
advance notice By-Law indicate whether they will
solicit proxies.
-----------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" APPROVAL
-----------------------------------------------------------
4. To approve the continuation FOR AGAINST ABSTAIN
of an amendment of the Fund's By-Laws providing that only
stockholders of record may submit proposals under the [ ] [ ] [ ]
Fund's advance notice By-Law.
29
-----------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" APPROVAL
-----------------------------------------------------------
5. To approve the continuation of an FOR AGAINST ABSTAIN
amendment of the Fund's By-Laws eliminating the [ ] [ ] [ ]
ability of stockholders to call a special
meeting of stockholders.
-----------------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" APPROVAL
-----------------------------------------------------------
6. To approve the continuation of an FOR AGAINST ABSTAIN
amendment of the Fund's By-Laws increasing to 75
percent from a majority the percentage of [ ] [ ] [ ]
outstanding shares required to amend the By-Laws.
-------------------------------------
Signature
-------------------------------------
Signature
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.
30