PREC14A 1 0001.txt PRELIMINARY PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant |_| Filed by a Party other than the Registrant |X| 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 ss.240.14a-11(c) or ss.240.14a-12 THE SWISS HELVETIA FUND, INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) BANKGESELLSCHAFT BERLIN AG -------------------------------------------------------------------------------- (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)(4) 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 transaction: -------------------------------------------------------------------- 5. Total fee paid: -------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration 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: -------------------------------------------------------------------- Bankgesellschaft Berlin AG Alexanderplatz 2 D-10178 Berlin Germany Dear Fellow Stockholder of The Swiss Helvetia Fund, Inc. (the "Fund"): We, Bankgesellschaft Berlin AG, are seeking your support in (1) electing our three nominees to the Board of Directors of the Fund at the Annual Meeting of Stockholders of the Fund scheduled for May 15th, 2001 and (2) seeking to terminate the Fund's investment advisory agreement (the "Investment Advisory Agreement") with Hottinger Capital Corp. ("Hottinger"), together with a recommendation that Fund's Board of Directors solicit competitive proposals for a new investment adviser. Currently, there are no members of the Board of Directors who were nominated by any stockholder of the Fund. We believe that stockholder interests would be best served if nominees representing stockholders were members of the Board of Directors. In particular, we believe that a Board of Directors composed at least partly of stockholder nominees would aggressively pursue measures intended to enhance stockholder value and would, among other things, oppose the measures recently taken by the Fund's Board of Directors that (a) inappropriately restrict the identity of potential directors by adopting unjustified qualification requirements and (b) greatly harm Fund stockholders' ability to exercise a proper role in the governance of their fund, both by restricting director candidates and by imposing supermajority voting thresholds and other highly technical requirements designed to prevent stockholders from influencing management by amending the bylaws and submitting stockholder resolutions. We seek to terminate the Investment Advisory Agreement primarily as a method of recapturing control of the Fund for the benefit of its stockholders and demonstrating to the existing Board of Directors that they owe their loyalty to their stockholders, rather than their stockholders owing loyalty to them. We are a large beneficial owner of shares of the Fund. As of the date of the date of this Proxy Statement, we hold approximately 2.38% of the Fund's outstanding shares of Common Stock. All three of our nominees, Dirk Kipp, Gregory L. Melville and Moritz A. Sell, are qualified to serve on the Board of Directors of the Fund. Messrs. Melville and Sell have previously served as members of the Board of Directors of the Growth Fund of Spain and continue to serve as directors of The France Growth Fund, Inc. both of which are closed-end country funds. Both Mr. Melville and Mr. Sell report to Mr. Kipp, who has also recently been nominated to serve as a member of the board of The France Growth Fund. Stockholders should be aware that, even if our nominees are elected to the Board of Directors of the Fund, they will constitute only three of the nine members of the Board and may not be able to persuade other members of the Board to take any actions that they propose. PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PREPAID ENVELOPOE THAT HAS BEEN PROVIDED. You should not return any proxy card sent to you by the Fund if you wish to support our nominees and our proposal to terminate the Investment Advisory Agreement. If you have already returned the WHITE proxy card sent to you by the Fund, you have the right to REVOKE that proxy and vote for our nominees and the termination proposal by signing, dating and mailing a later dated BLUE proxy card in the envelope provided. You may vote for the proposal contained in management's WHITE proxy card by using our BLUE proxy card, as explained below. If you have any questions, please contact Mellon Investor Services LLC, who is assisting us with this solicitation, toll free at 1-800-414-2879. IMPORTANT There are three matters scheduled to be voted upon at the Annual Meeting -- (1) the election of three directors, (2) the Board of Directors' solicitation of an endorsement of the continuation of the Investment Advisory Agreement and (3) our proposal that the Fund terminate the Investment Advisory Agreement and engage a new investment advisor that is dedicated to acting in the interests of all the Fund's stockholders. All three of these matters are included in our BLUE proxy card. If you wish to vote FOR our nominees, AGAINST the continuation of the Investment Advisory Agreement and FOR the termination of the Investment Advisory Agreement, you may do so by completing and returning a BLUE proxy card. A BLUE proxy card that is returned to us will be voted as you indicate on it. If a BLUE proxy card is returned without a vote indicated thereon, the shares represented thereby will be voted FOR the election of our nominees, AGAINST the continuation of the Investment Advisory Agreement, FOR the termination of the Investment Advisory Agreement and in the proxy holders' discretion with respect to such other matters as may properly come before the meeting. Sincerely yours, Bankgesellschaft Berlin AG PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF THE SWISS HELVETIA FUND, INC. AND IN SUPPORT OF THE SOLICITATION BY BANKGESELLSCHAFT BERLIN A.G. ANNUAL MEETING OF STOCKHOLDERS To be held on May 15th, 2001 To Our Fellow Stockholders: We, Bankgesellschaft Berlin AG, a German banking organization (sometimes referred to below as the "Soliciting Stockholder"), are furnishing this Proxy Statement and the enclosed BLUE proxy card to holders of record on March 30, 2001 (the "Record Date") of shares of common stock (the "Common Stock") of The Swiss Helvetia Fund, Inc., a Delaware corporation (the "Fund"), in connection with our solicitation of proxies for use at the Annual Meeting of Stockholders of the Fund (the "Annual Meeting") to be held on Tuesday, May 15, 2001, at 11:30 a.m., New York City time, and any and all adjournments or postponements thereof. The Annual Meeting will be held at the Drake Swissotel, 440 Park Avenue, Manhattan East and West Suites, New York, New York 10022. This Proxy Statement and the accompanying BLUE proxy card are first being sent to stockholders of the Fund on or about ________, 2001. At the Annual Meeting, stockholders will be asked to: (i) elect three directors of the Fund, (ii) vote on a non-binding resolution to confirm a decision by the Fund's Board of Directors (the "Board") to continue the Fund's investment advisory agreement (the "Investment Advisory Agreement") with Hottinger Capital Corp., (iii) consider and act upon our binding proposal to terminate the Investment Advisory Agreement, together with a recommendation that the Board of Directors solicit competitive proposals for a new investment adviser, and (iv) consider and act upon any other business that may properly come before the meeting or any related adjourned meeting. We are soliciting your proxy in support of the election of our three nominees to the Board of Directors of the Fund (the "Board"), against confirmation of management's decision to continue the Investment Advisory Agreement and in favor of the termination of the Investment Advisory Agreement and the related recommendation. We believe that in order to enhance stockholder value it is imperative that the interests of the Board of Directors be aligned with the stockholders, and not with the management of the Fund or its investment advisor. Accordingly, we believe that a Board of Directors composed at least partly of stockholder nominees would aggressively pursue measures intended to enhance stockholder value and would, among other things, oppose the measures recently taken by the Fund's Board of Directors that (a) inappropriately restrict the identity of potential directors by adopting unjustified qualification requirements and (b) greatly harm Fund stockholders' ability to exercise a proper role in the governance of their fund, both by restricting director candidates and by imposing supermajority voting thresholds and other highly technical requirements designed to prevent stockholders from influencing management by amending the bylaws and submitting stockholder resolutions. We note that another stockholder of the Fund has recently filed a class action lawsuit against the Fund, Hottinger Capital Corp. and the Fund's Board of Directors alleging breaches of fiduciary duty by them as a result, among other things, of the adoption of these bylaw amendments. We are a large stockholder of the Fund and, contrary to assertions of the Fund in its proxy statement, believe that all stockholders would benefit by having stockholder interests represented on the Board of Directors. In addition, we seek to terminate the Investment Advisory Agreement and require the Board to negotiate and present a new investment advisory agreement to stockholders for their approval primarily as a method of recapturing control of the Fund for the benefit of its stockholders and demonstrating to the existing Board of Directors that they owe their loyalty to their stockholders, rather than their stockholders owing loyalty to them. All of the proposals scheduled to be voted upon at the Annual Meeting are included in our BLUE proxy card. If you wish to vote for our nominees, you may do so by completing and returning a BLUE proxy card. A BLUE proxy card that is returned to us will be voted as you indicate thereon. If a BLUE proxy card is returned without a vote indicated thereon, the shares represented thereby will be voted FOR the election of our nominees, AGAINST the continuation of the Investment Advisory Agreement and FOR the termination of the Investment Advisory Agreement, together with the related recommendation. In accordance with rule 14a-4 under the Securities Exchange Act of 1934, the proxy sought hereby will confer discretionary voting authority as to such other business as may properly come before the meeting of which we are not aware as of the date of this Proxy Statement and as to matters incident to the conduct of the Annual Meeting. The Fund currently has a total of nine directors, divided into three classes. There are three Class II directors whose terms expire in 2002, three Class III directors whose terms expire in 2003 and three Class I directors who will be elected at the Annual Meeting for three-year terms expiring in 2004. We propose Dirk Kipp, Moritz A. Sell and Gregory L. Melville as Class I directors to be elected at the Annual Meeting. BLUE proxy cards that are properly signed, dated and returned will be voted FOR these three nominees. Voting, Quorum Only stockholders of record on the Record Date will be entitled to vote at the Annual Meeting. According to the definitive proxy statement distributed by the Board of Directors in connection with the Annual Meeting (the "Fund Proxy Statement"), there were 24,047,809 shares of Common Stock issued and outstanding on March 30, 2001. Holders of a majority in number of the total outstanding shares of Common Stock must be present, in person or by proxy, in order to constitute a quorum for the transaction of business at the Annual Meeting. Holders of record on the Record Date will be entitled to cast one vote on each matter for each share of Common Stock held by them. Shares of Common Stock do not have cumulative voting rights. Directors of the Fund are elected by a plurality of the votes cast, with a quorum present. The Fund's proposal to confirm a decision by the Board to continue the Fund's Investment Advisory Agreement is a non-binding proposal and therefore does not require a minimum number of votes. The vote on the approval of our binding proposal to terminate the Investment Advisory Agreement requires the affirmative vote of a "majority of the Fund's outstanding voting securities", which is defined in the Investment Company Act of 1940 to mean, in the case of the Fund, the lesser of (i) 50% of the Fund's outstanding shares of Common Stock or (ii) 67 % of the shares of Common Stock present or represented by proxy at the Annual Meeting, if holders of 50% or more of the total outstanding shares are present or represented by proxy. Shares that broker-dealers or banks decline to vote because the broker-dealer or bank in question has not received voting instructions from the shares' beneficial owner ("broker non-votes") and shares as to which proxies are returned to the Fund or to us by stockholders of record but that are marked "abstain" on any item will be included in the tabulation of the total number of votes present for purposes of determining whether the necessary quorum of stockholders exists. However, abstentions and broker non-votes will not be counted as votes cast. Such abstentions and broker non-votes will not have an effect on the election of directors or the Fund's non-binding proposal to confirm a decision by the Board to continue the Investment Advisory Agreement. However, because it requires a specified minimum vote for approval, abstentions and broker non-votes will have the same effect as a vote against our proposal to terminate the Investment Advisory Agreement, together with the related recommendation. Revocation Of Proxies Any proxy given in connection with the Annual Meeting (whether given to the Fund or to us) may be revoked at any time prior to the voting thereof at the Annual Meeting by a stockholder's delivery of a written revocation of his or her proxy to the Secretary of the Fund or the presiding officer at the Annual Meeting, by executing and delivering a later-dated proxy to us or the Fund or their solicitation agents, or by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not in and of itself revoke a proxy. There is no limit on the number of times that a stockholder may revoke his or her proxy prior to the Annual Meeting. Only the latest dated, properly signed proxy card will be counted. IF YOU HAVE ALREADY SENT A WHITE PROXY CARD TO THE BOARD OF DIRECTORS OF THE FUND, YOU MAY REVOKE THAT PROXY AND VOTE FOR OUR NOMINEES BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY CARD IN THE ENVELOPE PROVIDED. THE BLUE PROXY CARD CONTAINS ALL OF THE PROPOSALS SCHEDULED TO BE VOTED UPON AT THE ANNUAL MEETING. IF YOU WISH TO VOTE FOR OUR NOMINEES, AGAINST APPROVAL OF THE CONTINUATION OF THE INVESTMENT ADVISORY AGREEMENT AND FOR THE TERMINATIION THE INVESTMENT ADVISORY AGREEMENT, YOU MAY DO SO BY COMPLETING AND RETURNING A BLUE PROXY CARD. A BLUE PROXY CARD THAT IS RETURNED TO US OR OUR AGENT WILL BE VOTED AS YOU INDICATE THEREON. IF A BLUE PROXY CARD IS RETURNED WITHOUT A VOTE INDICATED THEREON, THE SHARES REPRESENTED THEREBY WILL BE VOTED FOR THE ELECTION OF OUR NOMINEES, AGAINST APPROVAL OF THE CONTINUATION OF THE INVESTMENT ADVISORY AGREEMENT AND FOR OUR PROPOSAL TO TERMINATE THE FUND'S INVESTMENT ADVISORY AGREEMENT WITH HOTTINGER CAPITAL CORP. REASONS FOR THE SOLICITATION Currently, there are no members of the Board of Directors who were nominated by any stockholder of the Fund that is not affiliated with the Fund or Hottinger Capital Corp. We believe that stockholder interests would be best served if nominees representing stockholders were members of the Board of Directors. In particular, we believe that a Board of Directors composed at least partly of stockholder nominees would, among other things, aggressively pursue measures intended to enhance stockholder value and would oppose the measures recently taken by the Fund's Board of Directors that (a) inappropriately restrict the identity of potential directors by adopting unjustified qualification requirements and (b) greatly harm Fund stockholders' ability to exercise a proper role in the governance of their fund, both by restricting director candidates and by imposing supermajority voting thresholds and other highly technical requirements designed to prevent stockholders from influencing management by amending the bylaws and submitting stockholder resolutions. In addition, the Board of Directors has recently voted to increase the fees that the Fund pays to its "independent" directors. As noted above, another stockholder has recently filed a class action lawsuit challenging the adoption of the entrenchment bylaws as a violation of the fiduciary duties of the Fund's Board of Directors. The complaint in that action, Kimberly Kahn v. Paul Hottinger, et al., Del. Ch. Civ. Action No. 18788NC, may be obtained online, for a fee, at www.virtualdocket.com. Further, we believe the Board of Directors has caused the Fund to act in violation of its previously declared dividend policy by declaring the Fund's year-end dividend in stock and then giving stockholders only a brief time to elect to receive cash instead, rather than following the previously announced policy - which is reflected in the Fund's dividend reinvestment plan - of paying cash to all stockholders who do not elect to receive stock. We believe that this was done in order to retain cash in the Fund, which has the effect of increasing Hottinger Capital Corp.'s advisory fee. Also, because of a quirk in interpretations by the staff of the Securities and Exchange Commission when a dividend is declared in stock with a cash option, it is arguably permissible, as the Fund did in this case, for the Fund to issue shares at their market price even when that price is below the shares' net asset value (NAV). By contrast, when a dividend is declared in cash and stock will be received only by stockholders who elect to participate in the dividend reinvestment plan, the SEC staff takes the view that a section of the Investment Company Act of 1940 that is designed to prevent dilution of stockholder value in closed end funds forbids the Fund to issue shares at below NAV. That's why the Fund's reinvestment plan provides, as is generally the case for closed-end funds, that an independent agent for the Fund must purchase shares for plan participants in the open market when the stock is selling at a price below NAV. Such purchases may have the effect of supporting the market price, but of course they decrease the Fund's assets a bit and the advisory fee it pays. We think it's completely unjustified for the Fund to take advantage of this kind of highly technical distinction - which we think is in any case bad policy - in a way that dilutes stockholder value for the benefit of Hottinger Capital Corp. Frankly, we can't see how the Board saw its way to approving it. We believe that in order to enhance stockholder value, it is imperative that the interests of the Board of Directors be aligned with the stockholders, and not with the management of the Fund or its investment adviser. We are a large stockholder of the Fund and, contrary to assertions of the Fund in the Fund Proxy Statement that our proposal is solely in our own interest, we believe that all stockholders would benefit by having stockholder interests represented on the Board of Directors. All three of our nominees, Dirk Kipp, Gregory L. Melville and Moritz A. Sell, are qualified to serve on the Board of Directors of the Fund. Messrs. Melville and Sell have previously served as members of the Board of Directors of the Growth Fund of Spain and continue to serve as directors of The France Growth Fund, both closed-end country funds. Both Mr. Melville and Mr. Sell report to Mr. Kipp, who has also recently been nominated to serve as a member of the board of The France Growth Fund. You should be aware that even if Messrs. Kipp, Melville and Sell win the support of an overwhelming majority of stockholders, the Fund may declare our nominees unqualified to serve as directors according to the recently adopted entrenchment bylaws, which were never approved by the stockholders, and thus seek to prevent our nominees from taking office and having a chance to represent your interests. In addition, you should be aware that, even if our nominees are elected to the Board of Directors, they will constitute only three of the nine members of the Board and may not be able to persuade other members of the Board to take any actions that they propose. We seek to terminate the Investment Advisory Agreement primarily as a method of recapturing control of the Fund for the benefit of its stockholders and demonstrating to the existing Board of Directors that they owe their loyalty to their stockholders, rather than their stockholders owing loyalty to them. We believe that the Fund's antitakeover tactics described above seek primarily to entrench management and, indirectly, the Fund's current investment adviser, thereby relegating stockholder interests to a secondary consideration. We also find the other actions described above disturbing. Accordingly, we believe that the termination of the Investment Advisory Agreement would be an appropriate means of refocusing the Board of Directors on the importance of stockholder democracy. We therefore recommend that you vote AGAINST proposal no. 2 and FOR proposal no. 3. INFORMATION CONCERNING THE SOLICITING STOCKHOLDER We are a large beneficial owner of shares of the Fund. As of the date of this Proxy Statement, we hold 571,800 shares, representing approximately 2.38% of the Fund's outstanding shares of Common Stock. We are one of the largest banking organizations in Germany, with over 202 billion Euros in assets as of September 30, 2000 (equivalent to approximately US$180 billion at prevailing exchange rates of one Euro equaling US$.89). Our principal executive offices are located at Alexanderplatz 2, D-10178 Berlin, Germany. We own shares in a number of other closed-end mutual funds; however, we own more than 5% of the outstanding shares in only one closed-end fund, The France Growth Fund, where we own more than 10% of the outstanding shares. In 1997 we solicited proxies in opposition to the management of another closed-end country fund, the Growth Fund of Spain, Inc., in which we had an equity interest. As a result of this solicitation of proxies, Messrs. Melville and Sell were elected to the Board of Directors of the Growth Fund of Spain. The Growth Fund of Spain was converted to an open-end Fund with the overwhelming support of stockholders less than one year later. In 2000 we solicited proxies in opposition to the management of The France Growth Fund. As a result of this solicitation, Messrs. Melville and Sell were elected to the board of directors of The France Growth Fund, where they continue to serve as directors. Also, as a result of an agreement between The France Growth Fund and us, The France Growth Fund agreed to conduct a tender offer for up to 20% of its outstanding shares at a 2% discount to Net Asset Value. In addition, The France Growth Fund agreed to make certain amendments to that fund's bylaws that we requested and that have the effect of making it easier for stockholders to call special meetings, and agreed to appoint Mr. Dirk Kipp and one additional nominee of ours to its board of directors at its 2001 Annual Meeting of stockholders. Exhibit 1 attached to this proxy statement sets forth information concerning our purchases and sales of shares of Common Stock of the Fund during the last two years. Neither our nominees nor any of our associates have any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates or with respect to any future transactions to which the Fund or any of its affiliates will or may be a party. Notwithstanding the foregoing, if elected, our nominees will be entitled to the fees payable to other non-interested directors of the Fund and be entitled to expense reimbursement to the same extent as other directors of the Fund. CERTAIN CONSIDERATIONS In considering whether to support our nominees, we urge you to consider the following. Although we are soliciting proxies on a platform of enhancing stockholder value, we are not committed to any particular method of reducing the discount from NAV at which the shares of the Fund trade, including open-ending. Although we anticipate that discussions regarding methods of reducing or eliminating the discount will be held at future meetings of the Board of Directors, there can be no assurance that our nominees, if elected to the Board of Directors, will urge adoption of, or vote in favor of, any proposals that might have the effect of reducing the discount. In addition, even if our nominees are elected to the Board of Directors of the Fund and permitted to serve on it, they will constitute only three of the nine members of the Board of Directors, and therefore there can there be no assurance that proposals, if any, put forth by our nominees will be adopted by the entire Board. We do not anticipate that we will solicit proxies in future election contests involving the Fund, although we reserve the right to do so. THE NOMINEES BLUE proxy cards that are signed, dated and returned to our agent or us will be voted in favor of the election of Dirk Kipp, Gregory L. Melville, and Moritz A. Sell. Messrs. Kipp, Melville and Sell have furnished us with the information below concerning their employment history and certain other matters. Name Age Present Principal Occupation ---- --- ---------------------------- Dirk Kipp 38 Director of the Soliciting Stockholder Gregory L. Melville 44 Assistant Director of the Soliciting Stockholder Moritz A. Sell 33 Co-head of Equity Trading at the Soliciting Stockholder Mr. Kipp is a citizen of the Federal Republic of Germany. Both Mr. Melville and Mr. Sell are United States citizens. None of our nominees own, beneficially or of record, any shares of Common Stock of the Fund. The principal business address of Messrs. Kipp and Melville is c/o Bankgesellschaft Berlin AG, Alexanderplatz 2, D-10178 Berlin, Germany. The principal business address of Mr. Sell is c/o Bankgesellschaft Berlin AG, 1 Crown Court, Cheapside, London, EC2V 6LR, United Kingdom. We have agreed to indemnify Messrs. Kipp, Melville and Sell for liabilities they may incur in connection with this proxy solicitation. DIRK KIPP. Mr. Kipp has been one of our directors since August 1995 and is responsible for our proprietary equity trading. From 1991 to 1995 Mr. Kipp was responsible for futures and options trading at Dresdner Bank. Mr. Kipp graduated from the University of Hamburg in 1989 with a degree in Economics. He has been nominated to join the Board of The France Growth Fund in April 2001, pursuant to an agreement between The France Growth Fund and us. GREGORY L. MELVILLE. Mr. Melville has been one of our assistant directors since July 1995. From 1990 until June 1995 Mr. Melville was a Vice President of Salomon Brothers Inc., an investment bank, working at Salomon Brothers AG, a subsidiary in Germany. From 1989 through 1990 Mr. Melville was employed by Devon Systems, a software manufacturer for securities firms, as a consultant to customers of Devon Systems. From 1983 through 1989 Mr. Melville was self-employed in the financial services industry. Mr. Melville served as a finance officer in the United States Army from 1978 through 1983. He received a Bachelor of Science degree from the United States Military Academy at West Point in 1978. Mr. Melville has been a director of The France Growth Fund since April 2000 and was a director of the Growth Fund of Spain from 1998 to 1999. MORITZ A. SELL. Mr. Sell has been our co-head of equity trading in London since April 2000. From November 1996 until March 2000 Mr. Sell was one of our market strategists. From October 1995 until May 1996 Mr. Sell was an analyst in a consulting capacity at Barclays de Zoete Wedd, an investment bank. From 1990 through 1993 Mr. Sell was a Derivatives Trader at the Canadian Imperial Bank of Commerce, and from 1993 through April 1994 Mr. Sell was a Derivatives Trader at the Canadian Imperial Bank of Commerce and a Vice President of CIBC Inc., a subsidiary of the Canadian Imperial Bank of Commerce. Mr. Sell received a Bachelor of Arts degree in Economics from George Washington University in 1989. Mr. Sell has been a director of The France Growth Fund since April 2000 and was a director of the Growth Fund of Spain from 1998 to 1999. PRINCIPAL HOLDERS OF VOTING SECURITIES The following information regarding the beneficial ownership of shares of Common Stock, as of the Record Date, by each owner of more than 5% of the outstanding shares of Common Stock is based upon information contained in the Fund Proxy Statement. As of December 31, 2000, no stockholder other than the President and Fellows of Harvard College, c/o Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, MA 02210 and Lazard Freres & Co. LLC, 30 Rockefeller Plaza, New York, NY 10020 beneficially owned more than five percent of the Fund's outstanding shares of Common Stock. The President and Fellows of Harvard College, through its endowment fund and its pension fund, filed on February 9, 2001 an amendment to its beneficial ownership report on Schedule 13G with the Securities and Exchange Commission stating that as of December 31, 2000 it beneficially owned 1,941,701 shares of Common Stock, and Lazard Freres & Co. LLC, on behalf of its advisory clients, filed on February 2, 2000, an amendment to its beneficial ownership report on Schedule 13G with the Securities and Exchange Commission stating that as of February 2, 2000 it beneficially owned 1,646,100 shares of Common Stock. Based on such filings, these holdings represented approximately 8.37 percent and 7.10 percent of the Fund's outstanding shares, respectively, as of December 31, 2000. THE SOLICITATION We have retained Mellon Investor Services LLC to assist and to provide advisory services in connection with this proxy solicitation, for which Mellon Investor Services LLC will be paid a fee based on the number of hours devoted to the proxy solicitation and will be reimbursed for out-of-pocket expenses. We will indemnify Mellon Investor Services LLC against certain liabilities and expenses in connection with this proxy solicitation, including liabilities under the federal securities laws. Other than Messrs. Kipp, Melville and Sell, none of our officers, directors or employees will solicit proxies. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward this Proxy Statement and the accompanying BLUE proxy card to the beneficial owner of shares of Common Stock for whom they hold of record. We will reimburse them for their reasonable out-of-pocket expenses. The expenses related to this proxy solicitation will be borne by us. We estimate that the total amount of expenses to be incurred by it in this proxy solicitation will be approximately $50,000. Expenses to date have been approximately $15,000. If you have any questions concerning this Proxy Statement or the procedures to be followed to execute and deliver a proxy, please contact: Mellon Investor Services LLC 44 Wall Street, 7th Floor New York, New York 10005 1-800-414-2879 OTHER INFORMATION According to the Fund's Proxy Statement, stockholder proposals intended to be presented at the Fund's Annual Meeting of stockholders in 2002 must be received by the Fund on or before December 6, 2001 in order to be included in the Fund's proxy statement and the Fund's form of proxy relating to that meeting. For a stockholder proposal, which is not included in the Fund's proxy statement to be considered timely, it must be received by the Fund between 90 and 120 days before the anniversary in 2002 of the Fund's Annual Meeting of Stockholders in 2001. Dated: April __, 2001 EXHIBIT 1 ALL SECURITIES OF THE FUND PURCHASED OR SOLD WITHIN THE PAST TWO YEARS BY THE SOLICITING STOCKHOLDER Except as disclosed in this Proxy Statement, neither we nor our nominees for election to the Board of Directors of the Fund have or have had any interest, director or indirect, by security holdings or otherwise, in the Fund. The following table sets for the certain information with respect to purchases and sales of shares of Common Stock by us. Messrs. Kipp, Melville and Sell own no shares of Common Stock, nor have they purchased or sold any shares, during the last two years. Purchases (or sales) of shares of Common Stock by the Soliciting Stockholder: Date Number of Number of ---- --------- --------- Shares Purchased Shares Sold ---------------- ----------- March 22, 1999 5,600 April 7, 1999 5,300 April 20, 1999 10,000 April 21, 1999 25,000 April 22, 1999 5,000 July 12, 1999 10,000 August 23, 1999 2,800 September 1, 1999 2,600 September 21, 1999 800 September 23, 1999 25,000 October 8, 1999 4,800 October 11, 1999 1,800 October 21, 1999 9,300 November 1, 1999 2,300 December 20, 1999 14,600 February 10, 2000 4,000 February 22, 2000 30,000 February 23, 2000 20,774 March 14, 2000 10,000 March 15, 2000 3,700 March 16, 2000 8,500 August 10, 2000 15,000 August 10, 2000 7,500 August 22, 2000 5,000 August 29, 2000 10,000 September 7, 2000 3,000 September 14, 2000 3,400 October 16, 2000 18,500 October 16, 2000 100,000 November 1, 2000 100 November 2, 2000 700 November 3, 2000 3,900 November 6, 2000 5,000 November 8, 2000 10,000 November 10, 2000 10,000 November 27, 2000 1,000 November 28, 2000 10,000 November 29, 2000 10,000 November 30, 2000 7,200 December 14, 2000 15,400 December 21, 2000 10,000 January 9, 2001 25,000 January 17, 2001 14,900 February 14, 2001 17,600 March 22, 2001 23,000 March 23, 2001 10,000 March 26, 2001 4,300 March 28, 2001 11,900 PROXY CARD PROXY SOLICITED BY BANKGESELLSCHAFT BERLIN AG IN OPPOSITION TO THE BOARD OF DIRECTORS OF THE SWISS HELVETIA FUND, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2001 The undersigned hereby appoints DIRK KIPP, GREGORY L. MELVILLE and MORITZ A. SELL, and each of them, as the undersigned's proxies, with full power of substitution, to attend the Annual Meeting of Stockholders of THE SWISS HELVETIA FUND, INC. (the "Fund") to be held at the Drake Swissotel, 440 Park Avenue, Manhattan East and West Suites, New York, New York 10022 at 11:30 am, New York City time, and any adjournment(s) or postponement(s) thereof, and to vote on all matters that may come before such meeting the number of shares that the undersigned would be entitled to vote, with all the power that the undersigned would possess if present in person, as follows: 1. ELECTION OF DIRECTORS FOR all nominees listed below. |_| WITHHOLD AUTHORITY |_| (except as indicated to the contrary below) to vote for all nominees listed below DIRK KIPP, GREGORY L. MELVILLE, MORITZ A. SELL If you wish to withhold authority to vote for the election of any individual nominee, write the name of that nominee below. -------------------------------------------------------------------------------- 2. Confirmation of the Board of Directors' decision to continue the Fund's Investment Advisory Agreement with Hottinger Capital Corp. (non-binding proposal) FOR |_| AGAINST |_| ABSTAIN |_| 3. To terminate the Fund's Investment Advisory Agreement with Hottinger Capital Corp. (binding proposal) and recommend that the Board of Directors solicit competitive proposals for a new investment adviser. FOR |_| AGAINST |_| ABSTAIN |_| IMPORTANT -- PLEASE SIGN AND DATE THE REVERSE SIDE 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, AND ANY AND ALL ADJOURNMENTS OR POSTPONEMENTS THEREOF, AS PROVIDED IN THE PROXY STATEMENT PROVIDED HEREWITH. SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE IN ITEM 1, AGAINST PROPOSAL 2 AND FOR PROPOSAL 3. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED APRIL __, 2001 OF BANKGESELLSCHAFT BERLIN AG. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF. (IMPORTANT-- PLEASE FILL IN DATE) This proxy card is provided by Bankgesellschaft Berlin AG, a stockholder of the Fund. SIGNATURE(S) ---------------------------------- Dated: ---------------------------------- Please sign exactly as your name appears hereon or on proxy cards previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. Please sign as registered and return promptly in the enclosed envelope. Executors, trustees and others signing in a representative capacity should include their names and the capacity in which they sign.