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 (AMENDMENT NO. ____)
Filed by the Registrant [X]
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 Pursuant to Rule 14a-12
THE SWISS HELVETIA FUND, INC.
______________________________________________________________________
(Name of Registrant as Specified in Charter)
______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________
(2) Aggregate number of securities to which transaction applies:
____________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): __________
(4) Proposed maximum aggregate value of transaction:__________________
(5) Total fee paid: _______________________________________________
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:____________________________
(2) Form, schedule or registration statement no.:____________
(3) Filing party:______________________________________
(4) Date filed: _______________________________________
THE SWISS HELVETIA FUND, INC.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 8, 2006
________________________________________
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 Thursday, June 8, 2006 at The Omni Berkshire Place, 21 East 52nd
Street, Juilliard Ballroom (2nd Floor), New York, New York 10022, for the
following purposes:
1. To elect three Class III Directors to serve for a three-year term.
2. To ratify the selection by the Board of Directors of Deloitte & Touche
LLP as the Fund's independent registered public accounting firm for the year
ending December 31, 2006.
3. To approve changes to certain of the Fund's fundamental investment
policies and restrictions to permit the Fund to:
A. leverage up to 10% of its total assets (including the amount borrowed);
B. invest in securities of Swiss Real Estate Companies (as defined in the
Proxy Statement);
C. acquire equity and equity-linked securities of non-Swiss companies in
limited instances;
D. invest up to 20% (increased from 10%) of its total assets in illiquid
securities; and
E. engage in certain options transactions.
4. To consider and act upon any other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 13, 2006 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,
Edward J. Veilleux
Dated: April 18, 2006 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 FOR YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
THE SWISS HELVETIA FUND, INC.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
Annual Meeting of Stockholders
June 8, 2006
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors of The Swiss
Helvetia Fund, Inc. (the "Fund") in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders (the "Meeting") to be held at
11:30 a.m., on Thursday, June 8, 2006 at The Omni Berkshire Place, 21 East 52nd
Street, Juilliard Ballroom (2nd Floor), 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 18, 2006.
ABOUT THE FUND
The Fund's investment advisor is Hottinger Capital Corp. ("HCC"). 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
Citigroup Fund Services LLC ("Citigroup Services"), and its executive offices
are located at Two Portland Square, Portland, Maine 04101.
The Fund has earned the Lipper, Inc. award for ranking number one among
Western European closed-end funds in one-year performance for the year 2005. The
Fund had previously achieved this ranking for one-year performance in 2000 and
also had ranked number one among Western European closed-end funds in 10-year
performance for the periods ended December 31, 2002, 2001, 2000, 1999 and 1998.
Past performance is not a guarantee of future results. The Fund's website at
www.swz.com contains more information about the Fund's performance. Lipper, a
leading global provider of mutual fund information and analysis, is not
affiliated with the Fund or HCC. As of December 31, 2005, there were six funds
in the Lipper Western European closed-end funds category, which is comprised of
funds that concentrate their investments in equity securities whose primary
trading markets or operations are in the Western European region or a single
country within that region.
VOTING INFORMATION
If the accompanying form of Proxy is executed properly and returned, the
shares represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified on the
Proxy, the shares will be voted FOR the election of each nominee as a Class III
Director, FOR the ratification of the Fund's independent registered public
accounting firm and FOR each of the proposals to approve changes to certain of
the Fund's fundamental policies and investment restrictions. 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 for a
Director, abstentions and broker non-votes will be included in determining the
existence of a quorum at the Meeting, but will not constitute a vote in favor of
a proposal. As a result, because they are not votes cast "FOR" a proposal, they
will have the effect of a vote "AGAINST" Proposal 2 and each of Proposals
3A-3E. 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.
If a stockholder owns shares of the Fund in violation of applicable law,
including the Investment Company Act of 1940, as amended (the "1940 Act"), the
Fund may determine that any 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 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 13, 2006 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting and at any adjournment thereof. On that date, the Fund
had 24,535,297 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, 2005 AND ITS MOST RECENT QUARTERLY REPORT TO ANY
STOCKHOLDER UPON 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, OR BY CALLING THE FUND'S TOLL-FREE TELEPHONE NUMBER:
1-888-794-7700.
PROPOSAL 1: TO ELECT THREE CLASS III DIRECTORS
The Fund's Certificate of Incorporation provides for three classes of
Directors with overlapping three-year terms. The number of Directors is
currently ten and is divided into three classes, composed of four Class I
Directors and three Class II and Class III Directors each. Stockholders are
being asked to elect three Class III Directors to serve for a three-year term.
The Class III nominees, Stephen K. West, Esq., Paul Hottinguer and Michael
Kraynak, Jr., are the only nominees to be considered for election as Class III
Directors at the Meeting and, if elected, each will serve a three-year term of
office until the Annual Meeting of Stockholders in 2009, or until his respective
successor is duly elected and qualified.
Each of the Class III nominees was first nominated by the
Governance/Nominating Committee consisting of the eight Non-Interested Directors
(as defined below), two of whom are Class III nominees. Stephen K. West, Esq.
and Paul Hottinguer were last elected by stockholders as Class III Directors in
2003 to serve until this Meeting. Michael Kraynak, Jr. was elected by the Board
of Directors of the Fund in 2005. 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 (each such Director a "Non-Interested Director"),
unanimously proposed the Class III 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 III nominees of the Fund listed above. Each 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 nominees is
currently a member of the Board of Directors.
Please see pages 3 and 4 of this Proxy Statement for additional information
concerning the Class III nominees.
REQUIRED VOTE AND THE BOARD'S RECOMMENDATION
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.
THE BOARD OF DIRECTORS OF THE FUND, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE THREE NOMINEES AS CLASS
III DIRECTORS.
CERTAIN INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
The following tables set forth certain information about each person
nominated for Director by the Board of Directors of the Fund for election, each
person currently serving and 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, 2005. Mr. Claude Mosseri-Marlio also is currently serving as a Director of
the Fund, but his term concludes with the Meeting and he is not standing for
re-election. 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 deemed to be "interested persons" of the Fund under the 1940
Act.
-----------------------------------------------------------------------------------------------------------------------
CLASS I NON-INTERESTED DIRECTORS
(TERMS WILL EXPIRE IN 2007)
-----------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS & AGE POSITION(S) PRINCIPAL OTHER DIRECTORSHIPS SHARES AND
WITH OCCUPATION(S) HELD DOLLAR RANGE
FUND DURING AT LEAST THE PAST FIVE YEARS BY DIRECTOR OF COMMON
(SINCE) STOCK
BENEFICIALLY
OWNED AT
DEC. 31,
2005(1)
--------------------- -------------- ----------------------------------------- ----------------------- ----------------
Claude W. Frey Director President of the Swiss Parliament from Chairman of the 1,814
Clos 108 (1995); and 1994 to 1995; President of the Swiss Board: Infra Tunnel $10,001-$50,000
2012 Auvernier Member of Police Academy (Neuchatel) from 1996 to SA (Marin) since
Switzerland the 2003; Member of the Swiss Parliament 2002; Beton Frais SA
Age 62 Governance/ from 1979 to 2003; Parliamentary (Marin) since 2002;
Nominating Assembly of the Council of Europe President of the
Committee (Strasbourg) from 1996 to 2004; Steering Committee of
(2002) Executive Board of the "North-South InterNutrition
Centre" (Lisbon) since 1999; President (Zurich) since 2000;
of the National Committee for Foreign Member of the Board:
Affairs from 2001 to 2003; Vice SCCM SA
President of the National Committee for (Crans-Montana) since
Foreign Affairs from 1999 to 2001; 2001; Dexia Banque
Chairman of the Board: Berun Frais SA Privee (Suisse),
(Maria) since 2002; Federation of Swiss Zurich, since 2003;
Food Industries (Berne) from 1991 to Chairman of the
2001; Association of Swiss Chocolate Executive Board of
Manufacturers (Berne) from 1991 to the "North-South
2000; Vice Chairman of the Board: Centre" (Lisbon)
Federation of Swiss Employers' since 2004; Chairman
Association (Zurich) from 1997 to 2001 of the Federal
Committee for
Employee Pension
Plans (Berne) since
2004
--------------------- -------------- ----------------------------------------- ----------------------- ----------------
Eric R. Gabus Director Chairman of the Board of Societe Vice Chairman of the 1,000
St. Dominique Villa (1987); Vice Neuchateloise de Presse and L'Express Board of Fondation $10,001-$50,000
Chemin de Chairman Communication (Neuchatel) until 2002 Denis de Rougemont
Carnaches 17 (Non-Officer) pour l'Europe, Geneva
1815 Clarens/VD (1994); since 1980; Deputy
Switzerland Chairman of Chairman of Credit
Age 78 the Suisse First Boston
Governance/ (London) until 1986;
Nominating Executive Vice
Committee President of Nestle
(2002); and until 1982
Member of the
Litigation
Committee
(2001 to 2003)
--------------------- --------------- ---------------------------------------- ----------------------- ----------------
Jean-Marc Boillat Director Former CEO, Tornos-Bechler S.A., None None
Les Gadras (2005); and Moutier; Former Ambassador of
47120 Villeneuve de Member of the Switzerland in various countries,
Duras Governance/ including Lebanon, Cyprus, Angola,
France Nominating Mozambique and Argentina
Age 64 Committee
(2005)
--------------------- --------------- ---------------------------------------- ----------------------- ----------------
CLASS II NON-INTERESTED DIRECTORS
(TERMS WILL EXPIRE IN 2008)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
NAME, ADDRESS & AGE POSITION(S) PRINCIPAL OTHER DIRECTORSHIPS SHARES AND
WITH OCCUPATION(S) HELD DOLLAR RANGE
FUND DURING AT LEAST THE PAST FIVE YEARS BY DIRECTOR OF COMMON
(SINCE) STOCK
BENEFICIALLY
OWNED AT
DEC. 31,
2005(1)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
Didier Director Honorary Chairman of Schneider Director: Fleury 2,303
Pineau-Valencienne (1999); Electric SA (industrial conglomerate) Michon (France); AFEP $10,001-$50,000
c/o Schneider Member of the since 1999; Chairman of the Board and (France); Wendel
Electric, Audit Chief Executive Officer of Schneider Investissements
SA Committee Electric SA from 1981 to 1999; (formerly, Compagnie
64 Rue de Miromesnil (1999); Chairman of AFEP from 1999 to 2001; Generale d'Industrie
75008 Paris Member of the Vice Chairman of Credit Suisse First et de Participations
France Governance/ Boston (Europe) Limited (investment (CGIP)) from 1996 to
Age 74 Nominating banking) from February 1999 to November 2005; Member of the
Committee 2002; Senior Adviser of Credit Suisse Board of Pernod Ricard
(2002) and of First Boston (Europe) Limited since since 2003; Member of
the November 2002; Partner of SAGARD the Supervisory Board
Litigation Private Equity Partners (France) of AXA-UAP (France)
Committee (insurance) from 1998
(2001 to 2003) to 2001; Member of
Advisory Board of Booz
Allen & Hamilton (USA)
from 1997 to 2002;
Member of LaGardere
(France) (holding
company)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
Samuel B. Witt, III, Director Senior Vice President and General Former Member and 3,008
Esq. (1987) and Counsel: Stateside Associates, Inc. President of the $10,001-$50,000
1802 Bayberry Court Chairman of from 1993 to 2004; Senior Consultant Virginia Military
Suite 401 the Board of to Stateside Associates, Inc. from Institute Board of
Richmond, Virginia Directors June 1 to December 31, 2004; Samuel B. Visitors; Trustee of
23226-3767 (2006); Witt, III, Attorney-at-Law, since The Williamsburg
Age 70 Chairman of August 1993 Investment Trust
the Audit (registered investment
Committee company)
(1993 to
2006) and of
the
Litigation
Committee
(2001 to
2003); and
Member of the
Governance/
Nominating
Committee
(2002)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
Paul R. Brenner, Esq. Director Of Counsel of Salans (law firm) since Chairman of the Board 9,177
25 Moore Rd. (2002); July 1996; Paul R. Brenner, and Director: Harry over $100,000
Bronxville, New York Chairman of Attorney-at-Law since June 1993; Limited (Private
10708 the Audit Counsel to the Fund from 1994 to 2002; Investment Company
Age 63 Committee Partner of Kelley Drye & Warren LLP ("P.I.C.")); MFGAT,
(2006); (law firm) from 1976 to 1993 Inc. (P.I.C.);
Member of the Strelsau, Inc.
Governance/ (P.I.C.); MG
Nominating Management Corp.
Committee (P.I.C.); Marango
(2005); and Capital Management
Secretary Corp. (P.I.C.);
(1987 to 2002) Director: Quercus
Foundation, Inc.
(Private Foundation);
Highstead Foundation,
Inc. (Arboretum); and
Director and Senior
Trustee: of The Louis
Calder Foundation
(Private Foundation)
-----------------------------------------------------------------------------------------------------------------------
CLASS III NON-INTERESTED DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 2009)
--------------------- --------------- ---------------------------------------- ----------------------- ----------------
NAME, ADDRESS & AGE POSITION(S) PRINCIPAL OTHER DIRECTORSHIPS SHARES AND
WITH OCCUPATION(S) HELD DOLLAR RANGE
FUND DURING AT LEAST THE PAST FIVE YEARS BY DIRECTOR OF COMMON
(SINCE) STOCK
BENEFICIALLY
OWNED AT
DEC. 31,
2005(1)
--------------------- --------------- ---------------------------------------- ----------------------- ----------------
Michael Kraynak, Jr. Director Partner of Brown Brothers Harriman & Director of American 1,000
401 Mountain Avenue (2005); and Co.; Member, BBH Trust Company Australian $10,001-$50,000
Ridgewood, Member of the Investment Committee Association;
New Jersey Audit Chairman, Finance
07450 Committee Committee; Member,
Age 75 (2006) and of Executive Committee;
the President of the
Governance/ Robert Brunner
Nominating Foundation (private
Committee foundation); Trustee
(2005) of the Ridgecrest
Senior Citizens
Housing Corp.; Former
Member of the
Ridgewood (NJ)
Financial Advisory
Council; Former
Director: Yale Alumni
Association of Bergen
County
--------------------- --------------- ---------------------------------------- ----------------------- ----------------
Stephen K. West, Director Senior Counsel of Sullivan & Cromwell Director: Pioneer 19,217
Esq. (1995); and LLP (law firm) since 1997; Partner of Funds (registered over $100,000
Sullivan & Cromwell Member of the Sullivan & Cromwell LLP from 1964 to investment companies)
LLP Audit 1996 (52 portfolios);
125 Broad Street Committee AMVESCAP PLC
New York, (1996 to 2004 (investment manager)
New York and since from 1999 to 2005;
10004 2006), of the First ING Insurance
Age 77 Governance/ Company of New York
Nominating from 1983 to 2001;
Committee Winthrop Focus Funds
(2002) and of (registered
the investment companies)
Litigation from 1988 to 1997;
Committee ING America Holdings,
(2001 to 2003) Inc. (insurance and
broker-dealer holding
company) from 1988 to
1998; Dresdner RCM
Global Strategic
Income Fund, Inc.
(registered
investment company)
from 1997 to 2002.
------------------------------------------------------------------------------------------------------------------------
CLASS I INTERESTED DIRECTOR
(TERM WILL EXPIRE IN 2007)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
NAME, ADDRESS & AGE POSITION(S) PRINCIPAL OTHER DIRECTORSHIPS SHARES AND
WITH OCCUPATION(S) HELD DOLLAR RANGE
FUND DURING AT LEAST THE PAST FIVE YEARS BY DIRECTOR OF COMMON
(SINCE) STOCK
BENEFICIALLY
OWNED AT
DEC. 31,
2005(1)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
Alexandre de Director Senior Advisor to the Hottinger Group None 735
Takacsy(2) (1987 to and President of Hottinger U.S., Inc. $10,001-$50,000
Financiere Hottinguer 1994; 1998 to ("HUS") until December 2004; Vice
43, rue Taitbout present) Chairman of the Board, Director,
75009 Paris President and Secretary of HCC;
France Retired Senior Executive, Royal Bank
Age 76 of Canada
------------------------------------------------------------------------------------------------------------------------
CLASS III INTERESTED DIRECTOR
(NOMINEE FOR TERM EXPIRING IN 2009)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
NAME, ADDRESS & AGE POSITION(S) PRINCIPAL OTHER DIRECTORSHIPS SHARES AND
WITH OCCUPATION(S) HELD DOLLAR RANGE
FUND DURING AT LEAST THE PAST FIVE YEARS BY DIRECTOR OF COMMON
(SINCE) STOCK
BENEFICIALLY
OWNED AT
DEC. 31,
2005(1)
---------------------- --------------- ---------------------------------------- ------------------------ ---------------
Paul Hottinguer(2) Director General Partner: Hottinger et Cie Director: Drouot 303,476(3)
Hottinger et Cie (1989); (Zurich); President: Gaspee (real Securite; Member: over $100,000
Dreikonigstrasse 55 Chairman of estate) since 1992; Financiere Conseil de
8027 Zurich the Board of Hottinguer (holding company) (1990 to Surveillance Credit
Switzerland Directors 2002); Financiere Provence Suisse Hottinguer;
Age 63 (1989 to Participations (venture capital firm) Societe pour le
2006); and since 1990; AXA International Financement de Bureaux
Chief Obligations (finance) since 1996; et d'Usines Sofibus
Executive Managing Director: Intercom (holding (real estate)
Officer (1989 company) since 1984; Administrator:
to 2002) Investissement Provence SA (holding
company) since 1996; Finaxa (finance)
since 1982; 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)
from 1990 to 2002; Financiere
Hottinguer to CS Court Terme (mutual
fund) from 1990 to 2002; Censor -
Provence Europe (mutual fund); Credit
Suisse Hottinguer to PPC; Credit
Suisse Hottinguer to Croissance
Britannia (investment fund); Credit
Suisse Hottinguer to Harwanne
Allemagne; Vice Chairman of the Board,
Director and Member of Investment
Committee: HCC; Director of HUS until
December 2004.
------------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS(4)
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
SHARES AND
DOLLAR RANGE
OF COMMON
STOCK
POSITION(S) BENEFICIALLY
WITH PRINCIPAL OWNED AT
FUND OCCUPATION(S) OTHER DIRECTORSHIPS DEC. 31,
NAME, ADDRESS & AGE (SINCE) DURING AT LEAST THE PAST FIVE YEARS HELD 2005(1)
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
Rodolphe E. President Managing Partner of Hottinger et Cie Director: Sofibus SA 320,653(3)
Hottinger(2) (1997); (Zurich) since 1987; President: (real estate Over $100,000
Hottinger et Cie Chief Financiere Hottinguer Paris; Hottinger investment company);
3 Place des Bergues Executive Capital, S.A. (Geneva) (investment AXA Switzerland
C.P. 1620 Officer company) since 2000; Hottinger & Co. (Insurance); Hottinger
1211 Geneve 1 (2002); Ltd, UK (investment advisor) since Bank & Trust Ltd.
Switzerland Chief 2001; Emba, NV (investment company) (Bahamas); PMA,
Age 49 Operating since 1990; Vice Chairman of the Board, Vienna; Hottinger
Officer Director, Chief Executive Officer and London
(1997 to Member of Investment Committee of HCC
2002); since 1994; Director of HUS until
Acting December 2004
President
(1996 to
1997); and
Executive
Vice
President
and Chief
Operating
Officer
(1994 to
1996)
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
Rudolf Millisits Senior Vice Director of HCC since December 2000; None 7,392
HCC President Chief Operating Officer of HCC since Over $100,000
1270 Avenue of the (2000); December 1998; Executive Vice
Americas Treasurer President, Portfolio Manager, Member of
Suite 400 and Chief Investment Committee and Chief
New York, New York Financial Compliance Officer of HCC since
10020 Officer September 1994; Assistant Secretary of
Age 48 (2002); and HCC since August 1995; Chairman, Chief
Vice Executive Officer and Director of HUS
President since December 2004; Executive Vice
(1995 to President of HUS from 1994 to 2004;
2000) Assistant Secretary of HUS from 1995 to
2004; President and Chief Financial
Officer: Hottinger Brothers LLC since
2004
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
Philippe R. Comby, Vice Director of HCC since September 2005; None 2,627
CFA President Senior Vice President of HCC since $10,001-$50,000
HCC (2000) 2002; First Vice President of HCC from
1270 Avenue of the 1998 to 2002; Treasurer of HCC since
Americas 1997; Chief Investment Officer and
Suite 400 Senior Vice President of Hottinger
New York, New York Brothers LLC since 2004; Director,
10020 President and Secretary of HUS since
Age 39 December 2004
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
Edward J. Veilleux Vice President of EJV Financial Services None 2,107
5 Brook Farm Court President LLC (investment company consulting) $10,001-$50,000
Hunt Valley, (1987); since May 2002; Senior Vice President
Maryland Secretary of Old Mutual Advisor Funds (formerly
21030 (2002); and known as the PBHG Funds) since January
Age 62 Treasurer 2005; Director of Deutsche Asset
(1987 to Management from 1999 to 2002; Principal
2002) of BT Alex Brown Incorporated from 1989
to 1999; Executive Vice President of
Investment Company Capital Corp. from
1987 to 2002
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
Peter R. Guarino Chief Managing Director of Foreside None None
Foreside Compliance Compliance Compliance Services, LLC since 2004;
Services, LLC Officer Independent Compliance Consultant from
Two Portland Square (2004) 2002 to 2004; General Counsel and
Portland, Maine 04101 Global Compliance Director of MiFund,
Age 47 Inc. (mutual fund services) from 2000
to 2002; Western Division Chief
Operating Officer, Funds Services
Group, Merrill Corporation (mutual fund
services) from 1998 to 2000
---------------------- -------------- ----------------------------------------- ------------------------ ---------------
(1) All Directors and Executive Officers as a group (15 persons) owned 674,509
shares which constitutes approximately 2.81% 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 Rodolphe E. Hottinger are "Interested Persons" because of their
affiliation with Hottinger et Cie (Zurich) and HUS controlling persons of
HCC, the Fund's investment advisor. Alexandre de Takacsy is an Interested
Person because of his affiliation with Financiere Hottinger and his former
position as Senior Advisor to the Hottinger Group and President of HUS.
(3) Hottinger et Cie (Zurich), a partnership, owns 132,812 shares of the Fund;
HCC, the Fund's investment advisor, owns 134,034 shares of the Fund;
Hottinger Treuhand AG owns 9,104 shares of the Fund; and Hottinger Bank &
Trust Limited, Nassau owns 31,526 shares of the Fund. Paul Hottinguer and
Rodolphe E. Hottinger are controlling partners of Hottinger et Cie (Zurich)
and controlling shareholders and directors of HCC and Hottinger Treuhand AG
and therefore share voting and investment power over the 303,476 shares of
the Fund owned by Hottinger et Cie (Zurich), HCC, Hottinger Treuhand AG and
Hottinger Bank & Trust Limited, Nassau. In addition, Rodolphe E. Hottinger
and his children directly own 17,177 shares.
(4) Each executive officer serves on a year-to-year basis for an indefinite
term, until his successor is elected and qualified.
The Fund's officers are elected annually by the Board of Directors at its
Annual Meeting following the Annual Meeting of Stockholders. In addition to the
executive officers, the Fund's other officers are Leslie K. Klenk, Assistant
Vice President, Frederick Skillin, Assistant Treasurer and Sara M. Morris,
Assistant Treasurer, each of whom is an employee of Citigroup Services.
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 permanent and ad hoc committees, provides
oversight of the Fund's investment advisor, HCC, the Fund's independent
registered public accounting firm, Deloitte & Touche LLP ("D&T"), the Fund's
administrator and fund accountant, Citigroup Services, and Fund management.
The current members of the Audit Committee of the Board of Directors are
Messrs. Brenner, Kraynak, Pineau-Valencienne and West, each of whom is a
Non-Interested Director. Mr. Brenner serves as Chairman of the Audit Committee.
Pursuant to the Audit Committee Charter adopted by the Fund's Board of
Directors, the function of the Audit Committee is to assist Board oversight of
(i) the integrity of the Fund's financial statements; (ii) the Fund's compliance
with legal and regulatory requirements; and (iii) the independent registered
public accounting firm's qualifications, independence and performance.
The Audit Committee has direct responsibility to appoint, retain, determine
the compensation of, evaluate and terminate the Fund's independent registered
public accounting firm, including sole authority to approve all audit engagement
fees and terms, and in connection therewith, to review and evaluate matters
potentially affecting the independence and capabilities of the independent
registered public accounting firm. The Audit Committee also oversees the
accounting and financial reporting processes of the Fund and the audits of the
Fund's financial statements as well as the administration of the Fund. The Audit
Committee held six meetings during the year ended December 31, 2005. The Audit
Committee Charter was attached as Appendix A to the Fund's Proxy Statement dated
May 20, 2004.
The Board of Directors has a Governance/Nominating Committee whose current
members are Messrs. Boillat, Brenner, Frey, Gabus, Kraynak, Pineau-Valencienne,
West and Witt, each of whom is a Non-Interested Director. Mr. Gabus serves as
Chairman of the Governance/Nominating Committee.
Among other responsibilities, the Governance/Nominating Committee selects
and nominates persons for election or appointment by the Board as Directors of
the Fund and oversees the annual assessment of the effectiveness of the Board
and such other matters of Fund governance as may be delegated to it by the Board
or determined by the Governance/Nominating Committee to be appropriate. In
evaluating potential nominees, including any nominees recommended by
stockholders, the Committee takes into consideration the factors listed in the
Governance/Nominating Committee Charter, including character and integrity,
experience in business, investment and economic matters in Europe, the United
States, or Switzerland or political matters of Switzerland, and whether the
Committee believes the person has the ability to apply sound and independent
business judgment and would act in the interest of the Fund and its
stockholders. The Governance/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
Governance/ Nominating Committee Charter and 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. Each
member of the Committee is "independent" as defined by the New York Stock
Exchange. The Governance/Nominating Committee held three meetings during the
year ended December 31, 2005. The Fund does not provide a copy of the
Governance/Nominating Committee Charter on its website, but the current
Governance/Nominating Committee Charter is attached as Appendix A to this Proxy
Statement.
During the year ended December 31, 2005, the Board of Directors met five
times. Each incumbent Director attended at least 75% of the aggregate of (i) the
total number of Meetings of the Board of Directors and (ii) the total number of
Meetings held by all Committees of the Board on which he served (held during the
period he was a Director). The Fund has no formal written policy regarding
Directors' attendance at annual stockholders meetings. The Fund's Directors,
however, are encouraged to attend stockholders meetings and all of the
Directors, who were serving at the time, attended the Fund's 2005 Annual
Stockholders Meeting.
Mr. Pineau-Valencienne, a Non-Interested Director, was Vice Chairman of
Credit Suisse First Boston (Europe) Limited ("CSFB Europe"), an indirect
subsidiary of Credit Suisse Group ("CSG"), until November 2002, and has been a
Senior Adviser to CSFB Europe thereafter. 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 approximately $180,000 from the Fund in 2005.
Hottinger & Cie (Zurich), a parent of HCC, and certain of its affiliated
companies effect brokerage transactions for managed accounts through CSG
entities.
Each Non-Interested Director of the Fund is paid an annual aggregate fee of
$23,800, plus $750 for each meeting of the Board of Directors attended and $750
for each Committee meeting attended, if held separately. In addition, the
Chairmen of the Audit Committee and the Governance/Nominating Committee each
received an annual fee of $5,000. The annual fee of Non-Interested Directors
(including the annual fee paid to the Chairmen of the Audit Committee and the
Governance/Nominating Committee) is adjusted annually, as of each January 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 Audit or
Governance/Nominating Committees is compensated for incremental work over and
above attending a meeting based upon the value added to the Fund. Finally, the
Fund reimburses Non-Interested Directors for certain out-of-pocket expenses,
such as travel expenses in connection with Board meetings. During the year ended
December 31, 2005, the incumbent Non-Interested Directors received from the Fund
individual remuneration (exclusive of reimbursed expenses), as follows:
NAME OF PERSON AND POSITION(1) AGGREGATE COMPENSATION
FROM THE FUND(2)
---------------------------------------------------------------------------- ----------------------------
Jean-Marc Boillat, Director(3) $ 0
---------------------------------------------------------------------------- ----------------------------
Paul R. Brenner, Esq., Director $ 32,550
---------------------------------------------------------------------------- ----------------------------
Claude W. Frey, Director $ 33,300
---------------------------------------------------------------------------- ----------------------------
Eric R. Gabus, Director, $ 38,300
Chairman of the Governance/ Nominating Committee
---------------------------------------------------------------------------- ----------------------------
Michael Kraynak, Jr., Director(4) $ 10,820
---------------------------------------------------------------------------- ----------------------------
Didier Pineau-Valencienne, Director $ 35,750
---------------------------------------------------------------------------- ----------------------------
Stephen K. West, Esq., Director $ 33,300
---------------------------------------------------------------------------- ----------------------------
Samuel B. Witt, III, Esq., Director and Chairman of the Audit Committee $ 42,800
---------------------------------------------------------------------------- ----------------------------
TOTAL REMUNERATION: $264,620
---------------------------------------------------------------------------- ----------------------------
1. The Directors' positions are stated as of December 31, 2005. In March 2006,
Mr. Brenner replaced Mr. Witt as Chairman of the Audit Committee and Mr.
Witt replaced Mr. Hottinger as Chairman of the Board of Directors.
2. The Fund is not part of a fund complex or group, and, accordingly, the
Directors do not serve on the board of any other registered investment
company in a complex or group with the Directors. The Fund pays all of the
Non-Interested Directors' remuneration. Retirement and/or pension benefits
are not offered as part of the compensation for Directors.
3. Mr. Boillat became a Director in December 2005.
4. Mr. Kraynak became a Director in September 2005.
Sullivan & Cromwell LLP, who have served as counsel to the Non-Interested
Directors since 1987, received approximately $57,700 for legal services rendered
and disbursements incurred during 2005. Mr. West serves as Senior Counsel to
such Firm. No Executive Officer of the Fund received aggregate compensation from
the Fund for the most recently completed fiscal year in excess of $60,000.
Accordingly, no other persons have been included in the compensation table set
forth above.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Fund's Directors, its
Executive (and certain other) Officers, its investment advisor and affiliated
persons of its investment advisor and any 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 (the "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 2005. 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, 2005.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 2005, no stockholder, to the knowledge of the Fund,
other than Wachovia Corporation, One Wachovia Center, Charlotte, North Carolina
28288, and Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York
10112, 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 13, 2006, a beneficial ownership report on Schedule 13G with
the Commission stating that as of December 31, 2005 it beneficially owned
2,280,365 shares of Common Stock, and Lazard Asset Management LLC, on behalf of
its advisory clients, filed on February 3, 2006, a beneficial ownership report
on Schedule 13G with the Commission stating that as of December 31, 2005, it
beneficially owned 1,310,290 shares of Common Stock. Based on such filings,
these holdings represented approximately 9.33% and 5.44% of the Fund's
outstanding shares, respectively, as of December 31, 2005.
PROPOSAL 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on March 23, 2006, the Audit Committee of the Fund's
Board of Directors approved, and the Board of Directors approved and ratified,
Deloitte & Touche LLP to act as the independent registered public accounting
firm for the Fund for the year ending December 31, 2006. Based principally on
representations from D&T, the Fund knows of no direct financial or material
indirect financial interest of D&T in the Fund. D&T, or a predecessor firm, has
served as the independent registered public accounting firm for the Fund since
1987. No representative of D&T is expected to be present at the Meeting. Neither
the Fund's Charter nor By-Laws requires that the stockholders ratify the
appointment of D&T as the Fund's independent registered public accounting firm,
but the Fund is doing so a matter of good corporate practice. If the
stockholders do not ratify the appointment, the Audit Committee and the Fund's
Board of Directors will reconsider whether or not to retain D&T, but may retain
such independent registered public accounting firm. Even if the appointment is
ratified, the Audit Committee and the Board of Directors in their discretion may
change the appointment at any time during the year if they determine that such
change would be in the best interests of the Fund and its stockholders.
CERTAIN INFORMATION CONCERNING DELOITTE & TOUCHE LLP
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years
(the "Reporting Periods") for professional services rendered by D&T for the
audit of the Fund's annual financial statements, or services that are normally
provided by the independent registered public accounting firm in connection with
the statutory and regulatory filings or engagements for the Reporting Periods,
were $36,000 in 2004 and $38,575 in 2005.
(b) Audit-Related Fees. There were no fees billed in the Reporting Periods for
assurance and related services rendered by D&T that are reasonably related to
the performance of the audit of the Fund's financial statements and are not
reported under paragraph (a) above.
There were no fees billed by D&T in the Reporting Periods for services rendered
by D&T to HCC or any entity controlling, controlled by or under common control
with HCC that provides ongoing services to the Fund ("Service Affiliates").
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for
professional services rendered by D&T for tax compliance, tax advice and tax
planning ("Tax Services") were $4,000 in 2004 and $4,200 in 2005. These Tax
Services consisted of review or preparation of U.S. federal, state, local and
excise tax returns.
(d) All Other Fees. D&T did not provide any additional services in 2004 or 2005
other than those services reported in paragraphs (a) through (c) above.
Audit Committee Pre-Approval Policies. The Audit Committee pre-approves D&T's
engagements for audit and non-audit services to the Fund and non-audit services
to Service Affiliates on a case-by-case basis as required. Pre-approval
considerations include whether the proposed services are compatible with
maintaining D&T's independence.
Non-Audit Fees. The aggregate non-audit fees billed by D&T for services rendered
to the Fund for the Reporting Periods were $4,000 in 2004 and $4,200 in 2005
(for the Tax Services described above). There were no fees billed in the
Reporting Periods for non-audit services rendered by D&T to Service Affiliates.
Auditor Independence. The Audit Committee considers whether the provision of any
non-audit services rendered to Service Affiliates which were not pre-approved
(not requiring pre-approval) is compatible with maintaining D&T's independence.
REQUIRED VOTE AND THE BOARD'S RECOMMENDATION
The selection of the Fund's independent registered public accounting firm will
be ratified if approved by a majority of shares present in person or represented
by proxy at the Meeting and entitled to vote thereon.
THE BOARD OF DIRECTORS OF THE FUND, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO RATIFY THE SELECTION OF
DELOITTE & TOUCHE LLP AS THE FUND'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2006.
REPORT OF AUDIT COMMITTEE
The Audit Committee has exclusive oversight of the Fund's financial
reporting process. The Committee operates pursuant to a Charter which has been
approved by the Board, a copy of which was attached as Appendix A to the Fund's
Proxy Statement dated May 20, 2004. As set forth in the Charter, Management of
the Fund is responsible for the (i) preparation, presentation and integrity of
the Fund's financial statements, (ii) maintenance of appropriate accounting and
financial reporting principles and policies and (iii) maintenance of internal
controls and procedures designed to assure compliance with accounting standards
and applicable laws and regulations. The independent registered public
accounting firm, 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, 2005 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, and has discussed with D&T the auditor's independence.
Stockholders are reminded, however, that the Members of the Audit Committee
are not professionally engaged in the practice of auditing or accounting.
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 controls
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
D&T is, 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 determined, and recommended
to the Board, that the audited financial statements be included in the Fund's
Annual Report to Stockholders for the year ended December 31, 2005, and filed
with the Securities and Exchange Commission.
Claude Mosseri-Marlio*
Didier Pineau-Valencienne
Samuel B. Witt, III, Esq.*
Dated: February 13, 2006
______________________________
* Messrs. Mosseri-Marlio and Witt were Audit Committee members as of the date
of the Report of the Audit Committee. The current members of the Audit
Committee are Messrs. Brenner, Kraynak, Pineau-Valencienne and West.
PROPOSAL 3: TO APPROVE CHANGES TO CERTAIN OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICIES AND RESTRICTIONS
Introduction
The Fund is subject to certain investment policies and restrictions which
are fundamental policies of the Fund and cannot be changed without stockholder
approval. When the Fund was initially formed almost twenty years ago, the Board
of Directors adopted certain policies and restrictions that were customary at
that time, but now are believed to be unduly restrictive. Management of the Fund
believes it appropriate to modify certain of the Fund's fundamental investment
policies and restrictions to expand the universe of investment opportunities and
techniques available to HCC, to pursue on behalf of the Fund from time to time
as HCC deems appropriate and to maintain the focus of the Fund's investments in
Swiss equity securities. Accordingly, the Board of Directors has approved
changes to the Fund's fundamental investment policies and restrictions, and
recommends that stockholders approve such changes, to permit the Fund to:
A. leverage up to 10% of its total assets (including the amount
borrowed);
B. invest in securities of Swiss Real Estate Companies (as defined
below), and to acquire, hold and sell real estate or mortgages on real
estate acquired through default, liquidation or other distributions or
an interest in real estate as a result of the Fund's ownership of such
securities;
C. acquire equity and equity-linked securities of non-Swiss companies in
limited instances;
D. invest up to 20% (increased from 10%) of its total assets in illiquid
securities; and
E. engage in certain options transactions
The Board and management of the Fund believe that the proposed changes are
in the best interests of the Fund and will enhance the ability of HCC to manage
the Fund's assets.
If the following proposals are approved by the Fund's stockholders, the
Fund's current investment restrictions will be revised to the extent necessary
to permit the Fund to, or clarify the extent to which the Fund may, engage in
the relevant transactions. The Fund's fundamental investment objective, polices
and restrictions, assuming the adoption of each of Proposals 3A-3E, are attached
as Exhibit A to this Proxy Statement.
PROPOSAL 3A: PERMITTED USE OF LEVERAGE
The Fund currently is subject to a fundamental investment restriction
prohibiting the Fund from borrowing money for the purpose of making investments
(known as "leverage"). If approved by the Fund's stockholders, the Fund would be
permitted, but not required, to borrow up to 10% of the Fund's total assets
(including the amount borrowed) for investment purposes. The Board of Directors
is seeking the ability to leverage a portion of the Fund's assets to promote
investment flexibility and to seek to ensure that the Fund has funds available
for investment in attractive opportunities, without requiring the Fund to sell
existing investments.
Using leverage is a speculative investment technique and involves certain
risks. These include higher volatility of net asset value, the possibility of
more volatility in the market value of the Fund's common stock and the
possibility that the Fund's return will fall if the interest rate on any
borrowings rises. The Fund will pay any costs and expenses relating to any
borrowings, including interest and any commitment or other fee required to
maintain a line of credit. So long as the Fund is able to realize a higher net
return on investments purchased with borrowings than the then current cost of
any leverage together with other related expenses, the effect of the leverage
will be to cause the Fund to realize higher net return than if the Fund were not
so leveraged. However, to the extent that the cost of any leverage, together
with other related expenses, is more than the net return on investments
purchased with borrowings, use of leverage would result in a lower rate of
return than if the Fund were not so leveraged. There can be no assurance that
any leverage strategy the Fund employs will be successful. In addition, the Fund
may be required to pledge portfolio securities to secure borrowings for
investment purposes.
The Fund's investment restriction with respect to permitted borrowings and
the use of leverage currently reads as follows:
The Fund may not: Issue senior securities, borrow money or pledge its
assets, except that the Fund may borrow on an unsecured basis from banks
for temporary or emergency purposes or for the clearance of transactions in
amounts not exceeding 10% of its total assets (not including the amount
borrowed) and will not make any investments while the borrowings are
outstanding.
If this Proposal 3A is approved by the Fund's stockholders, this investment
restriction will be revised to read as follows (new language is UNDERSCORED and
language to be deleted is in brackets):
The Fund may not: Issue senior securities, borrow money or pledge its
assets, except that the Fund may borrow [on an unsecured basis] MONEY from
banks [for temporary or emergency purposes or for the clearance of
transactions] in amounts not exceeding 10% of its total assets ([not]
including the amount borrowed) [and will not make any investments while the
borrowings are outstanding] AND MAY PLEDGE ITS ASSETS IN CONNECTION WITH
SUCH PERMITTED BORROWING.*
-------------------
* Additional changes to this investment restriction are being considered in
Proposal 3E. Please see Exhibit A to this Proxy Statement for the
cumulative changes to this investment restriction.
PROPOSAL 3B: INVESTMENTS IN SWISS REAL ESTATE COMPANIES
The Fund currently is subject to a fundamental investment restriction
prohibiting the Fund from buying real estate or interests in real estate. If
approved by the Fund's stockholders, the Fund would be permitted, but not
required, to invest in equity and equity-linked securities issued by Swiss real
estate companies, including real estate investment trusts ("REITs") or REIT-like
structures ("Swiss Real Estate Companies"). The Fund would define a real estate
company as a company that derives at least 50% of its revenue from the
ownership, construction, financing, management or sale of commercial, industrial
or residential real estate or has at least 50% of its assets in real estate
investments. The Fund would consider a real estate company to be a Swiss Real
Estate Company if it: (1) is organized in or has its principal office in
Switzerland or (2) has a significant amount of real estate assets or investments
in Switzerland.
In addition to the general risks associated with investing in Swiss equity
and equity-linked securities, the Fund's investments in Swiss Real Estate
Companies, will be linked to the performance of the Swiss real estate markets.
The Fund will not invest in real estate directly (except as described below),
but only in securities issued by Swiss Real Estate Companies. However, the Fund
also is subject to the risks associated with the direct ownership of real
estate. These risks include: (i) declines in the value of real estate; (ii)
risks related to general and local economic conditions; (iii) overbuilding and
extended vacancies of properties; (iv) increases in property taxes and operating
expenses; (v) costs and liabilities associated with environmental problems; and
(vi) casualty or condemnation losses. The yields available from investments in
real estate depend on the amount of income and capital appreciation generated by
the related properties. Property values may fall due to increasing vacancies or
declining rents resulting from unanticipated economic, legal, cultural or
technological developments. Performance of investments in REITs and REIT-like
structures may decline as a result of the failure of borrowers to pay their
loans and poor management. Income and real estate values also may be adversely
affected by such factors as applicable laws, interest rate levels and the
availability of financing. In addition, real estate investments are relatively
illiquid and, therefore, the ability of real estate companies to vary their
portfolios promptly in response to changes in economic or other conditions is
limited.
The Fund also may acquire real estate or mortgages on real estate as a
result of default, liquidation or other distributions of an interest in real
estate solely as a result of the Fund's ownership of Swiss Real Estate
Companies. The Fund may have difficulty enforcing its rights as a mortgagee or
lessor and may incur substantial costs in connection with protecting its
investments. For more detailed discussion of investing in Swiss Real Estate
Companies and REITs, see Exhibit B to this Proxy Statement.
The Fund's investment restrictions relating to real estate investments
currently read as follows:
The Fund may not:
Make real estate mortgage loans or other loans, except through the purchase
of debt obligations consistent with the Fund's investment policies.
Buy or sell commodities, commodity contracts, futures contracts, real
estate or interests in real estate.
If this Proposal 3B is approved by the Fund's stockholders, this investment
restriction will be revised to read as follows (new language is UNDERSCORED and
language to be deleted is in brackets):
The Fund may not:
Make [real estate mortgage loans or other] loans, except through the
purchase of debt obligations consistent with the Fund's investment
policies.
Buy or sell commodities, commodity contracts, futures contracts, real
estate or interests in real estate, except that THE FUND MAY PURCHASE AND
SELL SECURITIES ISSUED BY SWISS REAL ESTATE COMPANIES, AND THE FUND MAY
ACQUIRE, HOLD AND SELL REAL ESTATE OR MORTGAGES ON REAL ESTATE AS A RESULT
OF DEFAULT, LIQUIDATION OR OTHER DISTRIBUTIONS OF AN INTEREST IN REAL
ESTATE AS A RESULT OF THE FUND'S OWNERSHIP OF SECURITIES OF SWISS REAL
ESTATE COMPANIES.
PROPOSAL 3C: INVESTMENTS IN NON-SWISS SECURITIES
The Fund's investment objective is to seek long-term capital appreciation
by investing in Swiss equity and equity-linked securities. The Fund is permitted
to invest in Swiss Franc ("SFr")-denominated bank deposits, short-term debt and
money market instruments only for defensive purposes. These policies are
fundamental and cannot be changed without stockholder approval, as described
below. The Fund will seek to achieve its investment objective by investing
generally in Swiss-equity and equity linked securities that are traded on a
Swiss stock exchange, traded at the pre-bourse level of one or more Swiss stock
exchanges, traded through a market maker or over the counter in Switzerland. The
Fund also may invest in Swiss-equity and equity-linked securities of Swiss
companies that are traded on other major European stock exchanges.
If approved by the Fund's stockholders, the Fund would be permitted, but
not required, to acquire and hold equity and equity-linked securities of
non-Swiss companies in the limited instance where: (1) the Fund holds an
investment in a Swiss company, and (2) such Swiss company undergoes a merger,
takeover, reorganization or other form of business combination with a non-Swiss
issuer (a "reorganization"), or reorganizes (or "redomiciles") itself as a new
corporate entity outside of Switzerland, and (3) the Fund, as a shareholder in
the Swiss company, acquires equity or equity-linked securities in the non-Swiss
issuer as a result of the transaction. The Fund would be permitted, but not
required, to reacquire equity and equity-linked securities of Swiss companies
that have redomiciled, so long as the Fund held an investment in the Swiss
company at or before the time the company redomiciled.
The proposed change to the Fund's fundamental investment objective and
policies is based upon a determination by the Fund's Board of Directors, with
the advice of HCC, that permitting the Fund to maintain its investment in a
non-Swiss company may be more beneficial to the Fund's stockholders than if the
Fund were required to liquidate its position before a reorganization, when the
Fund may receive less than the value of an investment in the non-Swiss company
subsequent to the reorganization. Additionally, such a sale may result in
ill-timed capital gains to the Fund, and HCC may not be able to find similar
investments at attractive prices in Swiss companies. Swiss investments also may
be more limited as a result of reorganizations of, or redomiciling transactions
by, Swiss companies into non-Swiss companies. Permitting the Fund to acquire
holdings in a non-Swiss company in connection with a reorganization or
redomiciling transaction of a Swiss company in which the Fund is invested also
would allow the Fund to maintain a more stable portfolio, resulting in less
turnover and transaction costs to the Fund. Although investments in Swiss
securities are subject to the Fund's other investment policies, the Board of
Directors and HCC cannot predict the percentage of non-Swiss securities that
could constitute the Fund's portfolio, as the number and frequency of these
types of transactions would be affected by activity in the capital markets and
not through any actions taken by the Fund or HCC.
The Fund's fundamental investment objective and policy statement currently
reads as follows:
The Fund's investment objective is to seek long-term capital appreciation
through investment in equity and equity-linked securities of Swiss
companies. For defensive purposes, during period in which changes in Swiss
equity markets or other adverse economic conditions or changes in Swiss
political conditions warrant, the Fund may temporarily reduce its position
in equity securities and invest in SFr-denominated bank deposits,
short-term debt or money market instruments.
If this Proposal 3C is approved by the Fund's stockholders, the Fund's
fundamental investment objective and policy statement will be revised to read as
follows (new language is UNDERSCORED):
The Fund's investment objective is to seek long-term capital appreciation
through investment in equity and equity-linked securities of Swiss
companies. The Fund also may acquire AND HOLD EQUITY AND EQUITY-LINKED
SECURITIES OF NON-SWISS COMPANIES IN THE LIMITED INSTANCE WHERE: (1) THE
FUND HOLDS AN INVESTMENT IN A SWISS COMPANY, AND (2) SUCH SWISS COMPANY
UNDERGOES A MERGER, TAKEOVER, REORGANIZATION OR OTHER FORM OF BUSINESS
COMBINATION WITH A NON-SWISS ISSUER (A "REORGANIZATION"), OR REORGANIZES
(OR "REDOMICILES") ITSELF AS A NEW CORPORATE ENTITY OUTSIDE OF SWITZERLAND,
AND (3) THE FUND, AS A SHAREHOLDER IN THE SWISS COMPANY, ACQUIRES EQUITY OR
EQUITY-LINKED SECURITIES IN THE NON-SWISS ISSUER AS A RESULT OF THE
TRANSACTION. THE FUND WOULD BE PERMITTED, BUT NOT REQUIRED, TO REACQUIRE
EQUITY AND EQUITY-LINKED SECURITIES OF SWISS COMPANIES THAT HAVE
REDOMICILED, SO LONG AS THE FUND HELD AN INVESTMENT IN THE SWISS COMPANY AT
OR BEFORE THE TIME THE COMPANY REDOMICILED. For defensive purposes, during
period in which changes in Swiss equity markets or other adverse economic
conditions or changes in Swiss political conditions warrant, the Fund may
temporarily reduce its position in equity securities and invest in
SFr-denominated bank deposits, short-term debt or money market instruments.
PROPOSAL 3D: INCREASING MAXIMUM PERMITTED INVESTMENTS IN ILLIQUID SECURITIES
The Fund currently is subject to a fundamental investment restriction
prohibiting the Fund from investing more than 10% of its total assets in
securities that cannot be readily resold because of legal or contractual
restriction or which are not otherwise readily marketable (generally referred to
as "illiquid securities"). If approved by the Fund's stockholders, the Fund
would be permitted, but not required, to invest up to 20% of its total
investments in illiquid securities. It is expected that these illiquid
securities would generally consist of equity or equity-linked securities of
non-marketable securities purchased in privately negotiated transactions
("private equity securities").
In addition to the general risks associated with investing in Swiss equity
and equity-linked securities, the Fund would be subject to a heightened risk in
respect of investing a greater percentage of its total assets in illiquid
securities and, in particular, private equity securities. The risks associated
generally with investments in illiquid securities, include: (i) very limited
liquidity, because of legal or contractual limitations on resales or, for
private equity securities, lack of a public market; (ii) for private equity
securities, dependence on an exit strategy, such as an initial public offering
or sale of a business, which may not occur to realize the anticipated value of
an investment or even dispose of the investment without a significant or total
loss; and (iii) for private equity securities, dependence on managerial
assistance provided by other investors and the willingness of other investors or
third parties to provide additional financial support to the issuer.
Depending on the specific facts and circumstances of a private equity
security investment, there may not be a reasonable basis to revalue it for a
substantial period of time after the Fund's investment. It is possible that the
fair value attributed to the investment may not accurately reflect its actual
value and, consequently, the net asset value and/or market value of the Fund's
shares may not reflect the actual values of the Fund's portfolio. In addition,
the Fund's net asset value may change substantially in a short time as a result
of developments at the companies in which the Fund invests. If the Fund
increases the percentage of its total assets invested in private equity
securities, changes in the Fund's net asset value may be more pronounced than
with other funds that do not invest in private equity securities.
The business of identifying attractive investments in private equity
securities of the types contemplated for the Fund is competitive, and involves a
high degree of uncertainty. Furthermore, the availability of investment
opportunities in private equity securities generally will be subject to market
conditions as well as, in some cases, the prevailing regulatory or political
climate. Accordingly, there can be no assurance that the Fund will be able to
identify attractive investments in private equity securities.
The Fund's investment restriction with respect to investing in illiquid
securities currently reads as follows:
The Fund may not: Invest 10% or more of the total value of its assets in
securities which cannot be readily resold because of legal or contractual
restriction or which are not otherwise readily marketable.
If this Proposal 3D is approved by the Fund's stockholders, this investment
restriction will be revised to read as follows (new language is UNDERSCORED):
The Fund may not: Invest 20% or more of the total value of its assets in
securities which cannot be readily resold because of legal or contractual
restriction or which are not otherwise readily marketable.
PROPOSAL 3E: ENGAGING IN CERTAIN OPTIONS TRANSACTIONS
The Fund currently is subject to a fundamental investment restriction
prohibiting the Fund from buying, selling or writing put or call options. If
approved by the Fund's stockholders, the Fund would be permitted, but not
required, to engage in certain options transactions (relating to securities in
which the Fund can invest and Swiss stock indices) which are considered
derivative instruments The Fund could engage in the following options
transactions: (i) buying calls on securities in which the Fund can invest; (ii)
buying calls on Swiss stock indices; (iii) writing covered calls on securities
in which the Fund can invest; (iv) buying puts on these types of securities; and
(v) buying puts on Swiss stock indices. The Fund could engage in these options
transactions on an established Swiss exchange, European exchange (for example,
Eurex) or in the over-the-counter market.
The use of these types of derivatives involves risks different from or
possibly greater than, the risks associated with investing directly in the
underlying assets. Derivatives can be highly volatile, illiquid and difficult to
value, and there is the risk that changes in the value of a derivative held by
the Fund will not correlate with the Fund's other investments. A small
investment in derivatives could have a potentially large impact on the Fund's
performance. For more detailed discussion of options transactions, see Exhibit C
to this Proxy Statement.
The Fund's investment restriction with respect to engaging in options
transactions currently reads as follows:
The Fund may not: Buy, sell or write put or call options.
If this Proposal 3E is approved by the Fund's stockholders, the relevant
investment restrictions of the Fund would read as follows (new language is
UNDERSCORED and language to be deleted is in brackets):
The Fund may not:
Issue senior securities, borrow money or pledge its assets, except that the
Fund may borrow on an unsecured basis from banks for temporary or emergency
purposes or for the clearance of transactions in amounts not exceeding 10% of
its total assets (not including the amount borrowed) and will not make any
investments while the borrowings are outstanding; PROVIDED THAT PERMITTED
DERIVATIVE TRANSACTIONS ARE NOT DEEMED TO BE AN ISSUANCE OF A SENIOR SECURITY.*
[Buy, sell or write put or call options.]
_______________________
* Additional changes to this investment restriction are being considered in
Proposal 3A. Please see Exhibit A to this Proxy Statement for the
cumulative changes to this investment restriction.
REQUIRED VOTE AND THE BOARD'S RECOMMENDATION
Approval of each of Proposals 3A-3E requires the affirmative vote of (a)
67% of the Fund's outstanding voting securities present at the Meeting, if the
holders of more than 50% of the Fund's outstanding voting securities are present
or represented by proxy, or (b) more than 50% of the Fund's outstanding voting
securities, whichever is less. Stockholders of the Fund are voting separately on
each of Proposals 3A-3E, and only those proposals that are approved by
stockholders will be implemented.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH
OF PROPOSALS 3A-3E TO APPROVE THE CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT
POLICIES AND RESTRICTIONS.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders properly
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interest of the Fund.
Stockholders who wish to communicate with Directors should send
communications to The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas,
Suite 400, New York, New York 10020, to the attention of the Secretary. The
Secretary is responsible for determining, in consultation with other officers of
the Fund and Fund counsel, which stockholder communications will be directed to
the Director or Directors indicated in the communication.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 2007 must be received by the Fund on or before December 19,
2006 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 2007 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 February 8, 2007 and March 10, 2007. 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 $20,000 and $35,000,
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 officers of HCC. 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: 1-800-561-3947.
VOTING RESULTS
The Fund will advise the stockholders of the voting results of the matters
voted upon at the Annual Meeting in the 2006 Semi-Annual Report to Stockholders.
IMPORTANT
WE URGE STOCKHOLDERS TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD TO
THE FUND OR VOTE BY TELEPHONE.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY SOLICITATION, PLEASE CONTACT
GEORGESON SHAREHOLDER COMMUNICATIONS, INC., TELEPHONE NUMBER: 1-800-561-3947.
Edward J. Veilleux
Dated: April 18, 2006 SECRETARY
EXHIBIT A
FUNDAMENTAL INVESTMENT OBJECTIVE AND POLICIES:
The Fund's investment objective is to seek long-term capital appreciation
through investment in equity and equity-linked securities of Swiss companies.
The Fund also may acquire and hold equity and equity-linked securities of
non-Swiss companies in the limited instance where: (1) the Fund holds an
investment in a Swiss company, and (2) such Swiss company undergoes a merger,
takeover, reorganization or other form of business combination with a non-Swiss
issuer (a "reorganization"), or reorganizes (or "redomiciles") itself as a new
corporate entity outside of Switzerland, and (3) the Fund, as a shareholder in
the Swiss company, acquires equity or equity-linked securities in the non-Swiss
issuer as a result of the transaction. The Fund would be permitted, but not
required, to reacquire equity and equity-linked securities of Swiss companies
that have redomiciled, so long as the Fund held an investment in the Swiss
company at or before the time the company redomiciled. For defensive purposes,
during period in which changes in Swiss equity markets or other adverse economic
conditions or changes in Swiss political conditions warrant, the Fund may
temporarily reduce its position in equity securities and invest in
SFr-denominated bank deposits, short-term debt or money market instruments.
FUNDAMENTAL INVESTMENT RESTRICTIONS:
The Fund may not:
(1) Invest 25% or more of the total value of its assets in a particular
industry;
(2) Issue senior securities, borrow money or pledge its assets, except
that the Fund may borrow money from banks in amounts not exceeding 10%
of its total assets (including the amount borrowed) and may pledge its
assets in connection with such permitted borrowing; provided that
permitted derivative transactions are not deemed to be an issuance of
a senior security.
(3) Make loans, except through the purchase of debt obligations consistent
with the Fund's investment policies.
(4) Buy or sell commodities, commodity contracts, futures contracts, real
estate or interests in real estate, except that the Fund may purchase
and sell securities issued by Swiss Real Estate Companies, and the
Fund may acquire, hold and sell real estate or mortgages on real
estate as a result of default, liquidation or other distributions of
an interest in real estate as a result of the Fund's ownership of
securities of Swiss Real Estate Companies.
(5) Make short sales of securities or maintain a short position in any
security.
(6) Purchase securities on margin, except such short-term credits as may
be necessary or routine for the clearance or settlement of
transactions.
(7) Act as an underwriter, except to the extent the Fund may be deemed to
be an underwriter in connection with the sales of securities in its
portfolio.
(8) Invest 20% or more of the total value of its assets in securities
which cannot be readily resold because of legal or contractual
restrictions or which are not otherwise readily marketable.
EXHIBIT B
INVESTING IN REAL ESTATE COMPANIES AND REITS
REAL ESTATE--GENERAL. Investing in real estate companies is subject to
certain risks.
Real property investments are subject to varying degrees of risk. The price
of real estate company shares may decline because of the failure of borrowers to
pay their loans and poor management. Many real estate companies also utilize
leverage, which increases investment risk and could adversely affect a company's
operations and market value in periods of rising interest rates, as well as
risks normally associated with debt financing. Real property investments also
are subject to varying degrees of risk. If the properties do not generate
sufficient income to meet operating expenses, including, where applicable, debt
service, ground lease payments, tenant improvements, third-party leasing
commissions and other capital expenditures, the income and ability of the real
estate company to make payments of any interest and principal on its debt
securities will be adversely affected. In addition, real property may be subject
to the quality of credit extended and defaults by borrowers and tenants. A real
estate company also may have joint venture investments in certain of its
properties and, consequently, its ability to control decisions relating to these
properties may be limited.
The performance of the Swiss economy and the economies of any other
countries and regions in which the real estate owned by a portfolio company is
located affects occupancy, market rental rates and expenses and, consequently,
has an impact on the income from such properties and their underlying values.
The financial results of major local employers also may have an impact on the
cash flow and value of certain properties. There also are risks associated with
particular sectors of real estate investments, such as in the retail, office,
hotel, healthcare and multifamily sectors, each of which will be affected by the
economic health of the sector specifically and the overall economy generally,
demographic changes, spending patterns, governmental regulations, competition
and obsolesce.
REAL ESTATE INVESTMENT TRUSTS. A common type of U.S. real estate company, a
real estate investment trust, is dedicated to owning, and usually operating,
income producing real estate, or to financing real estate. Such companies
normally derive income from rents or from interest payments, and may realize
capital gains by selling properties that have appreciated in value. REITs are
characterized as equity REITs, mortgage REITs and hybrid REITs. Equity REITs,
which may include operating or finance companies, own real estate directly and
the value of, and income earned by, the REITs depends upon the income of the
underlying properties and the rental income they earn. Equity REITs also can
realize capital gains (or losses) by selling properties that have appreciated
(or depreciated) in value. Mortgage REITs can make construction, development or
long-term mortgage loans and are sensitive to the credit quality of the
borrower. Mortgage REITs derive their income from interest payments on such
loans. Hybrid REITs combine the characteristics of both equity and mortgage
REITs, generally by holding both ownership interests and mortgage interests in
real estate. The values of securities issued by REITs are affected by tax and
regulatory requirements and by perceptions of management skill. They also are
subject to heavy cash flow dependency, defaults by borrowers or tenants and
self-liquidation.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. An equity REIT
may be affected by changes in the value of the underlying properties owned by
the REIT. A mortgage REIT may be affected by changes in interest rates and the
ability of the issuers of its portfolio mortgages to repay their obligations.
REITs are dependent upon the skills of their managers and are not diversified.
REITs are generally dependent upon maintaining cash flows to repay borrowings
and to make distributions to shareholders and are subject to the risk of default
by lessees or borrowers. REITs whose underlying assets are concentrated in
properties used by a particular industry, such as health care, are also subject
to risks associated with such industry.
REITs or REIT-like structures may experience delays in enforcing their
rights as a mortgagee or lessor and may incur substantial costs associated with
protecting their investments. REITs also may fail to qualify under any tax
provisions pursuant to which they were structured, and the application of
unanticipated taxation may significantly reduce the return to the Fund.
EXHIBIT C
ENGAGING IN OPTIONS TRANSACTIONS
The Fund proposes to engage in options transactions as described in this
Proxy Statement, which are forms of derivatives because their value is derived
from the underlying security or index.
Options may be purchased on established Swiss or European stock exchanges
or through privately negotiated transactions referred to as over-the-counter
options. Exchange-traded options generally are guaranteed by the clearing agency
which is the issuer or counterparty to such options. This guarantee usually is
supported by a daily variation margin system operated by the clearing agency in
order to reduce overall credit risk. As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated with
options purchased on an exchange. By contrast, no clearing agency guarantees
over-the-counter options. Therefore, each party to an over-the-counter option
bears the risk that the counterparty will default. Accordingly, to the extent
the Fund enters into such options, HCC will consider the creditworthiness of
counterparties to over-the-counter options in the same manner as it would review
the credit quality of a security to be purchased by the Fund.
HCC may utilize options contracts to manage the Fund's exposure to changing
security prices. Some options strategies, including buying puts, will tend to
hedge the Fund's investments against price fluctuations. Other strategies,
including buying calls, will tend to increase market exposure.
The Fund proposes to write (i.e., sell) covered call options with respect
to specific securities in which the Fund may invest. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell, the
underlying security or securities at the exercise price at any time during the
option period, or at a specific date. A covered call option is a call option
with respect to which the Fund owns the underlying security, has an absolute and
immediate right to acquire that security without additional cash consideration
or otherwise covers the transaction by segregating permissible liquid assets.
The principal reason for writing covered call options is to realize, through the
receipt of premiums, a greater return than would be realized on the underlying
securities alone. The Fund receives a premium from writing covered call options
which it retains whether or not the option is exercised, although by writing a
call option the Fund forgoes any appreciation in the subject securities above
the exercise price if the option is exercised by the purchaser of the option.
The Fund also would be permitted to purchase put and call options in
respect of specific securities in which the Fund may invest (or groups or
"baskets" of specific securities) or Swiss stock indices. A put option gives the
purchaser of the option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any time during the
option period, or at a specific date. The Fund will pay premiums to purchase put
and call options, whether or not the options are exercised. An option on a stock
index is similar to an option in respect of specific securities, except that
settlement does not occur by delivery of the securities comprising the index.
Instead, the option holder receives an amount of cash if the closing level of
the stock index upon which the option is based is greater than in the case of a
call, or less than in the case of a put, the exercise price of the option. Thus,
the effectiveness of purchasing stock index options will depend upon price
movements in the level of the index rather than the price of a particular stock.
Successful use by the Fund of options will be subject to HCC's ability to
predict correctly movements in the prices of securities and indices underlying
options and the stock market generally. To the extent HCC's predictions are
incorrect, the Fund may incur losses.
APPENDIX A
GOVERNANCE AND NOMINATING COMMITTEE
CHARTER AND PROCEDURES
THE SWISS HELVETIA FUND, INC.
ORGANIZATION
The Governance and Nominating Committee (the "Committee") of the Fund shall be
composed solely of Directors ("Directors") who are not "interested persons" of
the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended (the "1940 Act") ("Independent Directors"). The Board of Directors of
the Fund (the "Board") shall select the members of the Committee and shall
designate the Chairperson of the Committee. Among other responsibilities, the
Committee shall select and nominate persons for election or appointment by the
Board as Directors of the Fund and oversee the annual assessment of the
effectiveness of the Board as set forth below and such other matters of Fund
governance as may be delegated to it by the Board or determined by the Committee
to be appropriate.
EVALUATION OF POTENTIAL NOMINEES
In evaluating a person as a potential nominee to serve as a Director of the Fund
(including any nominees recommended by stockholders as provided below), the
Committee shall consider, among other factors it may deem relevant:
o the character and integrity of the person;
o whether or not the person is qualified under applicable laws and
regulations to serve as a Director of the Fund;
o whether or not the person has any relationships that might impair his or
her service on the Board;
o whether nomination of the person would be consistent with Fund policy and
applicable laws and regulations regarding the number and percentage of
Independent Directors on the Board;
o whether or not the person serves on boards of, or is otherwise affiliated
with, competing financial service organizations or their related fund
complexes;
o whether or not the person is willing to serve and is willing and able to
commit the time necessary for the performance of the duties and
responsibilities of a Director of the Fund;
o the contribution which the person can make to the Board and the Fund, in
conjunction with the other Directors, with consideration being given to the
person's business and professional experience, education and such other
factors as the Committee may consider relevant; and
o whether the Committee believes the person has the ability to apply sound
and independent business judgment and would act in the interests of the
Fund and its stockholders.
No person who has attained the age of 80 at the time of nomination shall be
qualified to serve as a Director. In addition to the factors listed above, when
evaluating a potential nominee to serve as a Director, the Committee shall
consider whether such nominee has "Relevant Experience and Country Knowledge"
and whether such nominee has any "Conflict of Interest," as such terms are
defined in Article II, Section 2 of the Fund's Amended and Restated By-Laws,
which is attached as Appendix A hereto.
While the Committee is solely responsible for the selection and nomination of
Directors, the Committee may consider nominees recommended by Fund stockholders.
The Committee will consider recommendations for nominees from stockholders sent
to the Secretary of the Fund c/o The Swiss Helvetia Fund, Inc., 1270 Avenue of
the Americas, Suite 400, New York, New York 10020. A nomination submission must
include all information relating to the recommended nominee that is required to
be disclosed in solicitations or proxy statements for the election of Directors,
as well as information sufficient to evaluate the factors listed above.
Nomination submissions must be accompanied by a written consent of the
individual to stand for election if nominated by the Board and to serve if
elected by the stockholders, and such additional information must be provided
regarding the recommended nominee as reasonably requested by the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and
nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.
GOVERNANCE
The Committee shall assess the effectiveness of the Board in the following
matters and such other matters of the Board's effectiveness, as it deems
appropriate and orally report its findings and recommendations to the Board for
its consideration at its September meeting.
o The Board's committee structure and matters delegated to such committees;
o The matters covered by the Board in its annual cycle of meetings;
o The number and duration of Board meetings; and
o The number of interested and Independent Directors.
The Committee also shall consider such other matters of governance it deems
appropriate and report its findings to the Board.
The Chairperson of the Board, so long as he or she remains an Independent
Director, shall execute annually the following procedure:*
--------------------------
* If the Chairperson is not an Independent Director, the Independent
Directors will select each year one of their number to perform these
functions.
o In January, the Chairperson shall privately and individually query each
Independent Director in person or by telephone as to each director's views
of the Board's working procedures and processes, the performance of the
Board as a whole and, if appropriate, re-nominations to the Board of
Directors.
o The Chairperson shall review and consider the views of each Independent
Director and report to the Committee his conclusions, and the Committee
will then discharge its responsibility to recommend appropriate changes,
and re-nominations to the Board of Directors.
Any Director who attains the age of 80 during his or her service of the Board of
Directors shall resign as of December 31st of the year he or she attains such
age. The age limitation for both nominees and incumbent Directors may be waived
by a majority of the Committee members then in office.
MEETINGS
The Committee shall meet at least annually and at other such times as may be
appropriate coincident with the quarterly Board meetings. The Secretary of the
Fund, in consultation with the Committee's Chairperson, or his or her designee,
shall prepare an agenda to accompany the materials provided to the Committee
prior to its meeting.
All reasonable efforts shall be made so that the agenda and accompanying
materials for each Board meeting and Committee meeting to be held concurrently
with the Board meeting are transmitted to all Directors no fewer than fourteen
days in advance of the relevant meeting, and the draft agenda for all Board
meetings is transmitted to the Independent Directors for approval at least
twenty-one days in advance of the Board meeting date. Unless comments are
received by the fourteenth day before the Board meeting, the draft agenda shall
be deemed satisfactory.
REVIEW OF CHARTER AND PROCEDURES
The Committee shall review the charter and procedures from time to time, as it
considers appropriate.
As Revised: March 23, 2006
APPENDIX A
ARTICLE II, SECTION 2 OF THE FUND'S AMENDED AND RESTATED 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;
(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;
(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, in a leading international trade
organization relating to Switzerland, in each case in the area of
finance, economics, trade or foreign relations, or in a
self-regulatory organization with direct or indirect
responsibility for investment or sales practices related to
registered investment companies;
(6) director of this [Fund] at the time of nomination for at least
five years; or
(7) officer, director, partner, or employee of the [Fund's]
investment advisor or of an entity controlling, controlled by or
under common control with the [Fund'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)
of 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; (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; or
(5) a self-regulatory organization with direct or indirect
responsibility for investment or sales practices related to registered
investment companies.
"Conflict of Interest" means the presence of a conflict with the interests of
the [Fund] 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 [Fund] or an investment
advisor affiliated with an investment advisor of the [Fund];
(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
[Fund] or the markets in which it proposes to invest.
ANNUAL MEETING OF STOCKHOLDERS OF
THE SWISS HELVETIA FUND, INC.
JUNE 8, 2006
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON
AS POSSIBLE.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
Please be sure to sign and date this Proxy. Date: __________________
_______________________________________________________________________________
Stockholder sign here Co-owner sign here
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1a. With respect to the proposal to elect Mr. Paul Hottinger as a Class III
Director:
For /_/ Withhold Authority /_/
1b. With respect to the proposal to elect Mr. Michael Kraynak, Jr. as a Class
III Director:
For /_/ Withhold Authority /_/
1c. With respect to the proposal to elect Mr. Stephen K. West, Esq. as a Class
III Director:
For /_/ Withhold Authority /_/
2. With respect to the proposal to ratify the selection by the Board of
Directors of Deloitte & Touche LLP as the Fund's independent registered
public accounting firm for the year ending December 31, 2006.
For /_/ Against /_/ Abstain /_/
3. With respect to the proposal to approve changes to certain of the Fund's
fundamental investment policies and restrictions to permit the Fund to:
A. leverage up to 10% of its total assets (including the amount
borrowed).
For /_/ Against /_/ Abstain /_/
B. invest in securities of Swiss Real Estate Companies (as defined in the
Proxy Statement).
For /_/ Against /_/ Abstain /_/
C. acquire equity and equity-linked securities of non-Swiss companies in
limited instances.
For /_/ Against /_/ Abstain /_/
D. invest up to 20% (increased from 10%) of its total assets in illiquid
securities.
For /_/ Against /_/ Abstain /_/
E. engage in certain options transactions.
For /_/ Against /_/ Abstain /_/
4. In their discretion, on such other matters as may properly come before the
meeting and any adjournment thereof.
RECORD DATE SHARES: _____________________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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 18, 2006, RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED
The undersigned hereby appoints Rudolf Millisits and Edward J. Veilleux, and
each of them, the true and lawful attorneys and proxies, each with the power of
substitution, for and in the name, place and stead of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of Common Stock of The Swiss Helvetia Fund, Inc. held of record by the
undersigned on April 13, 2006 at the Annual Meeting of Stockholders to be held
at 11:30 a.m. on Thursday, June 8, 2006 at The Omni Berkshire Place, 21 East
52nd Street, Juilliard Ballroom (2nd Floor), New York, New York 10022 or any
adjournment 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 THE ELECTION OF EACH NOMINEE AS
A CLASS III DIRECTOR, FOR THE RATIFICATION OF THE FUND'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM AND FOR EACH OF THE PROPOSALS TO APPROVE CHANGES TO
CERTAIN OF THE FUND'S FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS. THIS
PROXY ALSO 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.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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