def14a
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. )
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee previously paid with preliminary materials. |
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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. |
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Amount previously paid: |
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Form, schedule or registration statement no.: |
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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
May 22, 2008
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,
May 22, 2008, at The Omni Berkshire Place Hotel, 21 East
52nd Street, Juilliard Ballroom (2nd Floor), New York,
New York 10022, for the following purposes:
1. To elect three Class II
Directors to serve for a three-year term.
2. To ratify the selection by the
Funds Board of Directors of Deloitte & Touche
LLP as the Funds independent registered public accounting
firm for the year ending December 31, 2008.
3. To consider and act upon any
other business as may properly come before the Meeting or any
adjournment thereof.
The Funds Board of Directors has fixed the close of
business on April 11, 2008 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, please vote by completing,
signing and dating and returning the enclosed Proxy. The
enclosed Proxy is being solicited by the Board of Directors of
the Fund.
By Order of the Board of Directors,
Edward J. Veilleux
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Dated:
April 16, 2008
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Secretary
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IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION,
WE ASK FOR YOUR COOPERATION IN SUBMITTING YOUR PROXY
PROMPTLY.
TABLE OF CONTENTS
THE SWISS
HELVETIA FUND, INC.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
Annual Meeting of Stockholders
May 22, 2008
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, May 22, 2008, at The
Omni Berkshire Place Hotel, 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 16, 2008.
About the
Fund
The Funds 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 Funds administrator is Citigroup
Fund Services LLC (Citigroup Services), and its
executive offices are located at Two Portland Square, Portland,
Maine 04101.
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 II Director and FOR the ratification of the
Funds independent registered public accounting firm. 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. 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 Funds 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 11, 2008 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
33,284,456.905 shares of Common Stock outstanding and
entitled to vote. Each
1
share will be entitled to one vote at the Meeting. Stockholders
are not entitled to any appraisal rights as the result of any
Proposal.
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, 2007 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
Funds toll-free telephone number:
1-888-794-7700.
PROPOSAL 1:
TO ELECT THREE CLASS II DIRECTORS
The Funds 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, three
Class II Directors and three Class III Directors.
Stockholders are being asked to elect three Class II
Directors to serve for a three-year term. The Class II
nominees, Paul R. Brenner, Esq., Didier Pineau-Valencienne
and Samuel B. Witt, III, Esq., are the only nominees
to be considered for election as Class II Directors at the
Meeting and, if elected, each will serve a three-year term of
office until the Annual Meeting of Stockholders in 2011, or
until his respective successor is duly elected and qualified.
Each of the Class II nominees was first nominated by the
Governance/Nominating Committee of the Board of Directors,
consisting of the eight Non-Interested Directors (as defined
below), three of whom are the Class II nominees.
Messrs. Brenner, Pineau-Valencienne and Witt were last
elected by stockholders as Class II Directors in 2005 to
serve until this Meeting. 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 II nominees
for election at this Meeting.
Unless authority is withheld, it is the intention of the persons
named in the accompanying form of Proxy to vote each Proxy FOR
the election of the three Class II nominees of the Fund
listed above. Each 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 page 4 of this Proxy Statement for additional
information concerning the Class II nominees.
Required
Vote and the Boards Recommendation
In accordance with Delaware law and the Funds 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 II DIRECTORS.
2
Certain
Information Concerning Directors and Executive
Officers
The following tables set forth certain information about each
person nominated for election as a Director by the Board of
Directors of the Fund, each person currently serving and
continuing as a Director and each person who currently serves as
an Executive Officer of the Fund, including his or her
beneficial ownership of Common Stock of the Fund. All of the
information is as of December 31, 2007. 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.
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Class I Non-Interested Directors
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(Terms Will Expire in 2010)
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Shares and
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Dollar Range
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Position(s)
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of Common
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with
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Principal
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Stock
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Fund
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Occupation(s)
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Other Directorships Held
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Beneficially
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Name, Address & Age
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(Since)
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During At Least The Past Five Years
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By Director
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Owned1
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Claude W. Frey
Clos 108
2012 Auvernier
Switzerland
Age: 64
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Director (1995); and Member of the Governance/ Nominating
Committee (2002)
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President of the Swiss Parliament from 1994 to 1995; President
of the Swiss Police Academy (Neuchâtel) from 1996 to 2003;
Member of the Swiss Parliament from 1979 to 2003; Parliamentary
Assembly of the Council of Europe (Strasbourg) from 1996 to
2004; Executive Board of the North-South Centre
(Lisbon) since 1999; President of the National Committee for
Foreign Affairs from 2001 to 2003; Vice President of the
National Committee for Foreign Affairs from 1999 to 2001;
Chairman of the Board: Bérun Frais SA (Marin) since 2002;
Federation of Swiss Food Industries (Berne) from 1991 to 2001;
Association of Swiss Chocolate Manufacturers (Berne) from 1991
to 2000; Vice Chairman of the Board: Federation of Swiss
Employers Association (Zurich) from 1997 to 2001
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Chairman of the Board: Infra Tunnel SA (Marin); Beton Frais SA
(Marin); President of the Steering Committee of InterNutrition
(Zurich); Member of the Board: SCCM SA (Crans-Montana); Dexia
Banque Privee (Suisse), Zurich; Dexia Public Finance (Suisse)
Geneva; Racemark Industries SA (Suisse) Couvet; Chairman of the
Executive Board of the North-South Centre (Lisbon);
Chairman of the Federal Committee for Employee Pension Plans
(Berne)
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3,086
$50,001-
$100,000
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Jean-Marc Boillat
Les Gadras
47120 Villeneuve de Duras
France
Age: 66
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Director (2005); and Member of the Governance/ Nominating
Committee (2005)
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Former CEO, Tornos-Bechler S.A., Moutier; Former Ambassador of
Switzerland in various countries, including Lebanon, Cyprus,
Angola, Mozambique and Argentina
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None
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4,600
$50,001-
$100,000
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R. Clark Hooper
1156 St. Andrews Road
Bryn Mawr, PA
19010
Age: 61
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Director (2007); Member of the Audit Committee (2007); and
Member of the Governance/ Nominating Committee (2007)
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President of Dumbarton Group LLC (regulatory consulting) from
2003 to 2007; Various positions, including Executive Vice
President of Regulatory Policy and Oversight (2002-2003) and
Strategic Programs (1992-2002) of the National Association of
Securities Dealers, Inc. (currently, Financial Industry
Regulatory Authority, Inc. ) from 1972 to 2003
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Director of certain funds in the American Funds fund complex (18
funds); Director of JP Morgan Value Opportunities Fund; Chairman
and Member of the Executive Committee and Board of Trustees of
Hollins University (VA); and Trustee of Childrens
Hospital of Philadelphia (PA)
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1,000
$10,001-
$50,000
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3
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Class II Non-Interested Directors
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(Nominees for Terms Expiring in 2011)
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Shares and
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Dollar Range
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Position(s)
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of Common
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with
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Principal
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Stock
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Fund
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Occupation(s)
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Other Directorships Held
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Beneficially
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Name, Address & Age
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(Since)
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During At Least The Past Five Years
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by Director
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Owned1
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Didier Pineau-
Valencienne
c/o SAGARD
Private
Equity Partners,
24/32
Rue Jean Goujon
75008 Paris France
Age: 76
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Director (1999); Member of the Audit Committee (1999); and
Member (2002) and Chairman (2007) of the Governance/ Nominating
Committee
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Honorary Chairman of Schneider Electric SA (industrial
conglomerate) since 1999; Chairman of the Board and Chief
Executive Officer of Schneider Electric SA from 1981 to 1999;
Chairman of AFEP from 1999 to 2001; Vice Chairman of Credit
Suisse First Boston (Europe) Limited (investment banking) from
1999 to 2002; Senior Adviser of Credit Suisse First Boston
(Europe) Limited since 2002; Partner of SAGARD Private Equity
Partners (France)
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Director: Fleury Michon (France); AFEP (France); Wendel
Investissements (formerly, Compagnie Générale
dIndustrie et de Participations (CGIP)) from 1996 to 2005;
Member of the Board of Pernod Ricard; Member of the Supervisory
Board of AXA-UAP (France) (insurance) from 1998 to 2001; Member
of Advisory Board of Booz Allen & Hamilton (USA) from 1997
to 2002; Member of LAGARDÈRE (France) (holding company)
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3,070
$50,001-
$100,000
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Samuel B. Witt, III, Esq.
1802 Bayberry Court
Suite 401
Richmond, Virginia
23226
Age: 72
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Director (1987) and Chairman of the Board of Directors (2006);
Chairman of the Audit Committee (1993 to 2006); and Member of
the Governance/ Nominating Committee (2002)
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Senior Vice President and General Counsel: Stateside
Associates, Inc. from 1993 to 2004; Senior Consultant to
Stateside Associates, Inc. from June 1 to December 31, 2004;
Samuel B. Witt, III, Attorney-at-Law, since August 1993
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Former Member and President of the Virginia Military Institute
Board of Visitors; Trustee of The Williamsburg Investment Trust
(registered investment company); Trustee, George C. Marshall
Foundation; Trustee, University of Virginia Law School
Foundation; Director, Gateway Homes, Inc.; and Director, College
Orientation Workshop
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4,470
$50,001-
$100,000
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Paul R. Brenner, Esq.
25 Moore Rd.
Bronxville,
New York 10708
Age: 65
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Director (2002); Chairman of the Audit Committee (2006); Member
of the Governance/ Nominating Committee (2005); and Secretary
(1987 to 2002)
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Of Counsel of Salans (law firm) since July 1996; Paul R.
Brenner, Attorney-at-Law since June 1993; Counsel to the Fund
from 1994 to 2002; Partner of Kelley Drye & Warren LLP (law
firm) from 1976 to 1993
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Chairman of the Board and Director: Harry Limited (Private
Investment Company (P.I.C.)); MFGAT, Inc. (P.I.C.);
Strelsau, Inc. (P.I.C.); MG Management Corp. (P.I.C.); Marango
Capital Management Corp. (P.I.C.); Director: Quercus Foundation,
Inc. (Private Foundation); Highstead Fund, Inc. (Private
Foundation); Highstead Foundation, Inc. (Arboretum); and
Director and Senior Trustee of The Louis Calder Foundation
(Private Foundation)
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15,087
Over
$200,000
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4
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Class III Non-Interested Directors
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(Terms Will Expire in 2009)
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Shares and
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Dollar Range
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Position(s)
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of Common
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with
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Principal
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Stock
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Fund
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Occupation(s)
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Other Directorships Held
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Beneficially
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Name, Address & Age
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(Since)
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During At Least The Past Five Years
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by Director
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Owned1
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Michael Kraynak, Jr.
401 Mountain Avenue
Ridgewood, New Jersey
07450
Age: 77
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Director (2005); Member of the Audit Committee (2006); and
Member of the Governance/ Nominating Committee (2005)
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Partner of Brown Brothers Harriman & Co.; Member, BBH Trust
Company Investment Committee
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Director of American Australian Association; Chairman, Finance
Committee; Member, Executive Committee; President of the Robert
Brunner Foundation (private foundation); Trustee of the
Ridgecrest Senior Citizens Housing Corp.; Former Member of the
Ridgewood (NJ) Financial Advisory Council; Former Director: Yale
Alumni Association of Bergen County
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10,000
$100,001-
$200,000
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Stephen K. West, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York
10004
Age: 79
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Director (1995); Member of the Audit Committee (1996 to 2004;
since 2006); and Member of the Governance/Nominating Committee
(2002)
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Senior Counsel of Sullivan & Cromwell LLP (law firm) since
1997, including counsel to the Funds Non-Interested
Directors; Partner of Sullivan & Cromwell LLP from 1964 to
1996
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Director: Pioneer Funds (registered investment companies) (52
portfolios); AMVESCAP PLC (investment manager) from 1999 to
2005; First ING Insurance Company of New York from 1983 to 2001;
Winthrop Focus Funds (registered investment companies) from 1988
to 1997; ING America Holdings, 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
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19,771
Over
$200,000
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5
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Class I Interested Director
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(Term Will Expire in 2010)
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Shares and
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Dollar Range
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Position(s)
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of Common
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with
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Principal
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Stock
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Name, Address &
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Fund
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Occupation(s)
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Other Directorships Held
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Beneficially
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Age
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(Since)
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During At Least The Past Five Years
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By Director
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Owned1
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Alexandre de
Takacsy2
Financière Hottinguer
43, rue Taitbout
75009 Paris France
Age: 78
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Director (1987 to 1994; 1998 to present)
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Vice Chairman of the Board, Director, President and Secretary of
HCC; Senior Advisor to the Hottinger Group and President of
Hottinger U.S., Inc. (HUS) until December 2004;
Retired Senior Executive, Royal Bank of Canada
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None
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1,057
$10,001-
$50,000
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Class III Interested Director
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(Term Will Expire in 2009)
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Shares and
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Dollar Range
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Position(s)
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of Common
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with
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Principal
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Stock
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Fund
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Occupation(s)
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Other Directorships Held
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Beneficially
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Name, Address & Age
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(Since)
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During At Least The Past Five Years
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by Director
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Owned1
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Paul
Hottinguer2
Hungerstrasse
H2 8832
Wilen b. Wollerau
Switzerland
Age: 65
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Director (1987); Chairman of the Board of Directors (1989 to
2006); and Chief Executive Officer (1989 to 2002)
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Vice Chairman of the Board, Director and Member of Investment
Committee: HCC; AXA International Obligations (finance) since
1996; Managing Director: Intercom (holding company) since 1984;
Administrator: Investissement Provence SA (holding company)
since 1996; Permanent Representative: Credit Suisse Hottinguer
to Provence International (publicly held French mutual fund),
Credit Suisse Hottinguer to CS Oblig Euro Souverain (mutual
fund); Censor -- Provence Europe (mutual fund); Credit Suisse
Hottinguer to PPC; Credit Suisse Hottinguer to Croissance
Britannia (investment fund); Credit Suisse Hottinguer to
Harwanne Allemagne; Director of HUS until December 2004; General
Partner: Hottinger et Cie (Zurich) until December 2007;
President: Gaspee (real estate) from 1992 to 2006;
Financière Hottinguer (holding company) from 1990 to 2002;
Financière Provence Participations (venture capital firm)
from 1990 to 2002; Finaxa (finance) from 1982 to 2004;
Financière Hottinguer to CS Institutions Monetaire (mutual
fund) from 1990 to 2002; Financière Hottinguer to CS Court
Terme (mutual fund) from 1990 to 2002
|
|
|
None
|
|
|
None3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Officers5
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares and
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range
|
|
|
|
Position(s)
|
|
|
|
|
|
|
|
|
of Common
|
|
|
|
with
|
|
|
Principal
|
|
|
|
|
|
Stock
|
Name, Address &
|
|
|
Fund
|
|
|
Occupation(s)
|
|
|
|
|
|
Beneficially
|
Age
|
|
|
(Since)
|
|
|
During At Least The Past Five Years
|
|
|
Other Directorships Held
|
|
|
Owned1
|
Rodolphe E. Hottinger
Hottinger et Cie
3 Place des Bergues C.P. 1620
1211 Geneve 1 Switzerland
Age: 51
|
|
|
President (1997); Chief Executive Officer (2002); Chief
Operating Officer (1997 to 2002); Acting President (1996 to
1997); and Executive Vice President and Chief Operating Officer
(1994 to 1996)
|
|
|
Managing Partner of Hottinger et Cie (Zurich) since 1987;
President: Financière Hottinguer Paris; Hottinger Capital,
S.A. (Geneva) (investment company) since 2000; Hottinger Asset
Management Canada, Inc. since 2007; Hottinger &
Partners SA Geneve; Hottinger & Associates Sion since
2001; and Emba, NV (investment company) since 1990; Vice
Chairman of the Board, Director, Chief Executive Officer and
Member of Investment Committee of HCC since 1994; Director of
HUS until December 2004
|
|
|
Director: Sofibus SA (real estate investment company); AXA
Winterthur Switzerland (Insurance); Hottinger Bank & Trust
Ltd. (Bahamas); PMA, Vienna; Hottinger London
|
|
|
468,9444
Over
$1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rudolf Millisits
HCC
1270 Avenue of the Americas
Suite 400
New York, New York 10020
Age: 50
|
|
|
Senior Vice President (2000); Treasurer and Chief Financial
Officer (2002); and Vice President (1995 to 2000)
|
|
|
Director of HCC since December 2000; Chief Operating Officer of
HCC since December 1998; Executive Vice President, Portfolio
Manager, Member of Investment Committee and Chief Compliance
Officer of HCC since September 1994; Assistant Secretary of HCC
since August 1995; Chairman, Chief Executive Officer and
Director of HUS since December 2004; Executive Vice President of
HUS from 1994 to 2004; Assistant Secretary of HUS from 1995 to
2004; President and Chief Financial Officer of Hottinger
Brothers LLC since 2004
|
|
|
None
|
|
|
11,640
Over
$200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe R. Comby, CFA, FRM
HCC
1270 Avenue of the Americas
Suite 400
New York, New York 10020
Age: 41
|
|
|
Vice President (2000)
|
|
|
Director of HCC since September 2005; Senior Vice President of
HCC since 2002; First Vice President of HCC from 1998 to 2002;
Treasurer of HCC since 1997; Member of Investment Committee of
HCC since 1996; Chief Investment Officer and Senior Vice
President of Hottinger Brothers LLC since 2004; Director,
President and Secretary of HUS since December 2004; Vice
President of HUS until December 2004; Chief Investment Officer
of Hottinger Asset Management AG (Zurich) since 2007
|
|
|
None
|
|
|
3,778
$50,001-
$100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Veilleux
5 Brook Farm Court Hunt Valley, Maryland 21030
Age: 64
|
|
|
Vice President (1987); Secretary (2002); and Treasurer (1987 to
2002)
|
|
|
President of EJV Financial Services LLC (investment company
consulting) since May 2002; Senior Vice President of Old Mutual
Advisor Funds (formerly known as the PBHG Funds) since January
2005; Director of Deutsche Asset Management from 1999 to 2002;
Principal of BT Alex Brown Incorporated from 1989 to 1999;
Executive Vice President of Investment Company Capital Corp.
from 1987 to 2002
|
|
|
None
|
|
|
3,461
$50,001-
$100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter R. Guarino Forum Compliance Services, LLC
Two Portland Square Portland, Maine 04101
Age: 50
|
|
|
Chief Compliance Officer (2004)
|
|
|
Executive Director, Compliance Services of Foreside
Fund Services, LLC since 2004; Independent Compliance
Consultant from 2002 to 2004; General Counsel and Global
Compliance Director of MiFund, Inc. (mutual fund services) from
2000 to 2002
|
|
|
None
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
All Directors and Executive
Officers as a group (15 persons) owned 561,397 shares
which constitutes approximately 1.7% of the outstanding Common
Stock of the Fund. Share numbers in this Proxy Statement have
been rounded to the nearest whole share.
|
7
|
|
|
2 |
|
Indicates Interested
Person, as defined in the 1940 Act. Paul Hottinguer and
Alexandre de Takacsy are Interested Persons because of their
current positions with HCC.
|
|
3 |
|
As of December 31, 2007, as a
result of certain transfers in 2007 among Hottinger family
members and entities owned and controlled by them, Paul
Hottinguer was no longer deemed to own shares previously
attributed to his ownership. In 2008, as a result of similar
ownership transfers, Mr. Hottinguer is now deemed to own
11,433 shares of the Fund ($100,001-$200,000).
|
|
4 |
|
Hottinger et Cie (Zurich), a
partnership, owns 191,074 shares of the Fund; HCC owns
189,187 shares of the Fund; Hottinger Treuhand AG owns
13,098 shares of the Fund; and Hottinger Bank &
Trust Limited, Nassau owns 52,355 shares of the Fund.
Rodolphe E. Hottinger is a controlling partner of Hottinger et
Cie (Zurich) and a controlling shareholder and director of HCC
and Hottinger Treuhand AG and therefore has voting and
investment power over the 445,714 shares of the Fund owned
by Hottinger et Cie (Zurich), HCC, Hottinger Treuhand AG and
Hottinger Bank & Trust Limited, Nassau. In
addition, Mr. Hottinger and his children directly own
23,230 shares.
|
|
5 |
|
Each executive officer serves on a
year-to-year
basis for an indefinite term, until his successor is elected and
qualified.
|
The Funds 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
Funds other officer is Glen Fougere, an employee of
Citigroup Services. Mr. Fougere serves as the Funds
Assistant Secretary and Assistant Treasurer.
The Board of Directors provides oversight with respect to the
Funds governance, operations, performance and stockholder
relations. In that capacity the Board, directly and through
permanent and ad hoc committees, provides oversight of the
Funds investment advisor, HCC, the Funds independent
registered public accounting firm, Deloitte & Touche
LLP (D&T), the Funds 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,
West and Mme. Hooper, each of whom is a Non-Interested Director.
Mr. Brenner serves as Chairman of the Audit Committee.
Mr. Witt, as Chairman of the Board of Directors, serves as
an
ex-officio
member of the Audit Committee. In this capacity, Mr. Witt
does not have any voting powers and is not counted for purposes
of determining a quorum at meetings of the Audit Committee. Each
member of the Committee, including Mr. Witt, also is
independent under the listing standards of the New
York Stock Exchange.
Pursuant to the Audit Committee Charter adopted by the
Funds Board of Directors, the function of the Audit
Committee is to assist Board oversight of (i) the integrity
of the Funds financial statements; (ii) the
Funds compliance with legal and regulatory requirements;
and (iii) the independent registered public accounting
firms qualifications, independence and performance. The
Audit Committee has direct responsibility to appoint, retain,
determine the compensation of, evaluate and terminate the
Funds 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 Funds
financial statements as well as the administration of the Fund.
The Audit Committee held six meetings during the year ended
December 31, 2007. The Funds Audit Committee Charter
is available on the Funds website at www.swz.com.
The Board of Directors has a Governance/Nominating Committee
whose current members are Messrs. Boillat, Brenner, Frey,
Kraynak, Pineau-Valencienne, West, Witt and Mme. Hooper, each of
whom is a Non-Interested Director. Mr. Pineau-Valencienne
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
8
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 Funds 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 under the listing standards of the New
York Stock Exchange. The Governance/Nominating Committee held
three meetings during the year ended December 31, 2007. The
Fund does not provide a copy of the Governance/Nominating
Committee Charter on its website, but the current
Governance/Nominating Committee Charter was attached as
Appendix A to the Funds Proxy Statement dated
April 18, 2006.
In connection with the consideration, conduction and completion
of the Funds rights offering in 2007, the Board of
Directors established an Ad Hoc Rights Offering Committee,
consisting of Messrs. Brenner, Kraynak, Pineau-Valencienne,
West and Witt. This Ad Hoc Committee was formed for the purpose
of considering the advisability of conducting a rights offering
and consulting with various parties, including management of the
Fund, legal counsel and various investment banks as to the
structure, timing and terms of the offering. The Ad Hoc Rights
Offering Committee met thirteen times during the year ended
December 31, 2007.
During the year ended December 31, 2007, the Board of
Directors met six 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 or she served (held during the period he or she was a
Director). The Fund has no formal written policy regarding
Directors attendance at annual meetings of stockholders.
The Funds Directors, however, are encouraged to attend
stockholders meetings and all of the Directors, who were serving
at the time, attended the Funds 2007 Annual Meeting of
Stockholders.
Each Non-Interested Director of the Fund is paid an annual
aggregate fee of $30,268, plus $1,300 for each meeting of the
Board of Directors attended and $750 for each Committee meeting
attended, if held separately. In addition, the Chairman of the
Board receives an annual fee of $12,000, and the Chairmen of the
Audit Committee and the Governance/Nominating Committee each
receives 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 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 may be 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, 2007, the
incumbent
Non-Interested
Directors received from the Fund individual remuneration
(exclusive of reimbursed expenses), as follows:
|
|
|
|
|
|
|
|
|
Aggregate Compensation
|
Name of Person and
Position1
|
|
|
From the
Fund2
|
Jean-Marc Boillat,
Director3
|
|
|
$
|
41,089
|
|
|
|
|
|
|
|
Paul R. Brenner, Esq., Director and Chairman of the Audit
Committee3,4,5
|
|
|
$
|
63,117
|
|
|
|
|
|
|
|
Claude W. Frey,
Director3
|
|
|
$
|
39,164
|
|
|
|
|
|
|
|
R. Clark Hooper,
Director3,4
|
|
|
$
|
21,635
|
|
|
|
|
|
|
|
Michael Kraynak, Jr.,
Director3,4,5
|
|
|
$
|
57,818
|
|
|
|
|
|
|
|
Didier Pineau-Valencienne, Director and Chairman of the
Governance/Nominating
Committee3,4,5
|
|
|
$
|
58,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen K. West, Esq.,
Director3,4,5
|
|
|
$
|
56,818
|
|
|
|
|
|
|
|
Samuel B. Witt, III, Esq., Director and Chairman of
the
Board3,5
|
|
|
$
|
74,618
|
|
|
|
|
|
|
|
TOTAL REMUNERATION:
|
|
|
$
|
412,961
|
|
|
|
|
|
|
|
9
|
|
|
1.
|
|
In March 2007,
Mr. Pineau-Valencienne became Chairman of the
Governance/Nominating Committee.
|
|
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.
|
|
Member of the Governance/Nominating
Committee.
|
|
4.
|
|
Member of the Audit Committee.
|
|
5.
|
|
Member of the Ad Hoc Rights
Offering Committee.
|
Sullivan & Cromwell LLP, who have served as counsel to
the Non-Interested Directors since 1987, received approximately
$66,615 for legal services rendered and disbursements incurred
during 2007. 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 $120,000. 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 Funds
Directors, its Executive (and certain other) Officers, HCC and
certain affiliated persons of HCC and any persons beneficially
owning more than ten percent of the Funds Common Stock are
required to report their ownership of the Funds 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 2007. 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, 2007, except
that Mme. Hooper and Mr. Witt, each a Director of the
Fund, did not comply with such filing requirements due to the
untimely submission of a statement of changes in beneficial
ownership (Form 4). Each statement was subsequently
submitted to the Commission.
Security
Ownership of Certain Beneficial Owners
As of December 31, 2007, 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
Funds outstanding shares of Common Stock. Wachovia
Corporation, on behalf of its affiliates and advisory clients,
filed on February 4, 2008, a beneficial ownership report on
Schedule 13G with the Commission stating that as of
December 31, 2007 it beneficially owned
3,215,672 shares of Common Stock, and Lazard Asset
Management LLC, on behalf of its advisory clients, filed on
February 7, 2008, a beneficial ownership report on
Schedule 13G/A with the Commission stating that as of
December 31, 2007, it beneficially owned
1,375,587 shares of Common Stock. Based on such filings,
these holdings represented approximately 9.99% and 5.64% of the
Funds outstanding shares of Common Stock, respectively, as
of December 31, 2007.
10
PROPOSAL 2:
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
At a meeting held on March 17, 2008, the Audit Committee of
the Funds 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, 2008. 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 Funds
Certificate of Incorporation nor By-Laws requires that the
stockholders ratify the appointment of D&T as the
Funds independent registered public accounting firm, but
the Fund is doing so as a matter of good corporate practice. If
the stockholders do not ratify the appointment, the Audit
Committee and the Funds 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 Funds annual financial statements, or
services that are normally provided by D&T in connection
with the statutory and regulatory filings or engagements for the
Reporting Periods, were $40,750 in 2006 and $56,006 in 2007.
(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 Funds 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 $4,400 in 2006 and $4,625 in 2007. 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 the Reporting Periods other than
those services reported in paragraphs (a) through
(c) above.
Audit Committee Pre-Approval Policies. The Audit
Committee pre-approves D&Ts 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&Ts independence.
Non-Audit Fees. The aggregate non-audit fees billed
by D&T for services rendered to the Fund for the Reporting
Periods were $4,400 in 2006 and $4,625 in 2007 (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&Ts
independence.
11
Required
Vote and the Boards Recommendation
The selection of the Funds 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 FUNDS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2008.
REPORT OF
AUDIT COMMITTEE
The Audit Committee has exclusive oversight of the Funds
financial reporting process. The Committee operates pursuant to
a Charter which has been approved by the Board, a copy of which
is available on the Funds website at www.swz.com. As set
forth in the Charter, Management of the Fund is responsible for
the (i) preparation, presentation and integrity of the
Funds 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 Funds
independent registered public accounting firm, D&T, is
responsible for auditing the Funds 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, 2007 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
auditors 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 Committees 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
Committees considerations and discussions referred to
above do not assure that the audit of the Funds 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 Funds
Annual Report to Stockholders for the year ended
December 31, 2007, and filed with the Commission.
Paul R. Brenner, Esq., Audit Committee Chairman
R. Clark Hooper
Michael J. Kraynak, Jr.
Didier Pineau-Valencienne
Stephen K. West, Esq.
Dated: February 12, 2008
12
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
Funds Annual Meeting of Stockholders in 2009 must be
received by the Fund on or before December 19, 2008 in
order to be included in the Funds Proxy Statement and form
of Proxy relating to that meeting. In addition, the Funds
By-Laws provide that if a stockholder of record entitled to vote
desires to bring proposals (including Director nominations)
before the 2009 Annual Meeting, written notice of such proposals
as prescribed in the By-Laws must be received by the Funds
Secretary, The Swiss Helvetia Fund, Inc., 1270 Avenue of the
Americas, Suite 400, New York, New York 10020, between
January 24, 2009 and February 23, 2009. For additional
requirements, stockholders may refer to the By-Laws, a current
copy of which may be obtained without charge upon request from
the Funds 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 Inc. to
serve as Proxy solicitor at an anticipated cost of between
$7,000 and $10,000, plus disbursements. In addition to the use
of mails, Proxy solicitations may be made by telephone, fax and
personal interview by the Funds officers 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
Inc., Telephone Number:
1-800-561-3947.
Authorizations to execute Proxies may be obtained by telephonic
transmitted instructions in accordance with procedures designed
to authenticate the stockholders identity. In all cases
where a telephonic Proxy is solicited, the stockholder will be
asked to provide his or her address, social security number (in
the case of an individual) or taxpayer identification number (in
the case of a non-individual) and the number of shares owned and
to confirm that the stockholder has received the Proxy Statement
and Proxy card in the mail. Within 72 hours of receiving a
stockholders telephonic transmitted voting instructions, a
confirmation will be sent to the stockholder to ensure that the
vote has been taken in accordance with the stockholders
instructions and to provide a telephone number to call
immediately if the stockholders instructions are not
correctly reflected in the confirmation. Any stockholder giving
a Proxy may revoke it at any time before it is exercised by
submitting a new Proxy to the Fund or by attending the Meeting
and voting in person.
VOTING
RESULTS
The Fund will advise the stockholders of the voting results of
the matters voted upon at the Meeting in the 2008 Semi-Annual
Report to Stockholders.
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IMPORTANT
WE URGE STOCKHOLDERS TO PROMPTLY DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD.
If you have any questions concerning this Proxy solicitation,
please contact Georgeson Inc., Telephone Number:
1-800-561-3947.
Edward J. Veilleux
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Dated:
April 16, 2008
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Secretary
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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
THE SWISS HELVETIA FUND, INC.
1270 AVENUE OF THE AMERICAS, SUITE 400, 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 16, 2008, 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 11, 2008 at the Annual Meeting of Stockholders to be held at 11:30 a.m. on
Thursday, May 22, 2008 at The Omni Berkshire Place Hotel, 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 II DIRECTOR, AND FOR THE RATIFICATION OF THE
FUNDS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 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 Meeting and at any adjournment or
postponement thereof, and for the election of a person to serve as a Class II Director if any of
the nominees is unable to serve.
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HAS YOUR ADDRESS CHANGED? |
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DO YOU HAVE ANY COMMENTS? |
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(Continued and to be signed on the reverse side)
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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Please mark votes as in this example. |
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1. |
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To elect three Class II Directors: |
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WITHHOLD |
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FOR ALL |
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01) Paul R. Brenner, Esq. |
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AUTHORITY |
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EXCEPT |
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02) Didier Pineau-Valencienne 03) Samuel B. Witt, III, Esq. |
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To withhold authority to vote for any individual nominee, mark the For All Except
box and write the Nominees number on the line provided below: |
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FOR |
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With respect to the proposal to ratify the selection by the Board of Directors of
Deloitte & Touche LLP as the Funds independent registered public accounting firm for
the year ending December 31,
2008.
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3. |
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In their discretion, on such other matters as may properly come before the meeting and any
adjournment thereof. |
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Date
, 2008 |
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Stockholder
sign here |
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Co-owner
sign here |
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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. |
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PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE. |