Total Return Securities Fund — Proxy Solicitation & Information Statement 1999

Mar 26, 1999

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 /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 THE SWISS HELVETIA FUND, INC. - - ----------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ----------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) NOT APPLICABLE Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: Not Applicable ---------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: Not Applicable ---------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable ---------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: Not Applicable ---------------------------------------------------------------------- 5) Total fee paid: Not Applicable ---------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ___________ 2) Form, Schedule or Registration Statement No.: __________ 3) Filing Party: ____________ 4) Date Filed: _______________ THE SWISS HELVETIA FUND, INC. 630 Fifth Avenue Suite 915 New York, New York 10111 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 19, 1999 ---------------------------------------- To our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of The Swiss Helvetia Fund, Inc. (the "Fund") will be held at 11:30 a.m. on May 19, 1999 at The Rockefeller Club Conference Center, 30 Rockefeller Plaza, 64th Floor, Center Suites B & C, New York, New York 10112, 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 Board of Directors of Deloitte & Touche LLP as the Fund's independent public auditor for the calendar year ending December 31, 1999. 3. To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. The Board of Directors has fixed the close of business on March 30, 1999 as the record date for the determination of Stockholders entitled to notice of and to vote at the Meeting or any adjournments thereof. You are cordially invited to attend the Meeting. Stockholders who do not expect to attend the Meeting in person are requested to complete, date and sign the enclosed form of Proxy and return it promptly in the envelope provided for that purpose. The enclosed Proxy is being solicited by the Board of Directors of the Fund. By order of the Board of Directors. Paul R. Brenner Secretary Dated: April 6, 1999 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. THE SWISS HELVETIA FUND, INC. 630 Fifth Avenue Suite 915 New York, New York 10111 Annual Meeting of Stockholders May 19, 1999 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 May 19, 1999 at The Rockefeller Club Conference Center, 30 Rockefeller Plaza, 64th Floor, Center Suites B & C, New York, New York 10112. The purpose of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders. 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, the shares will be voted FOR the Election of Directors and FOR the ratification of the Fund's independent public auditor. 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 duly executed proxy bearing a later date, or by attending the Meeting and voting in person. Shares represented by a Proxy marked to withhold authority to vote, and shares represented by a Proxy that indicates that the broker or nominee Stockholder thereof does not have discretionary authority to vote them will be counted to determine the existence of a quorum at the Meeting but will not affect the plurality or majority vote required. The Board of Directors has fixed the close of business on March 30, 1999 as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. On that date, the Fund had 24,642,032.288 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote at the Meeting. 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 6, 1999. Management of the Fund knows of no business other than that mentioned in Proposals 1 and 2 of 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. -1- The Fund will furnish, without charge, a copy of its Annual Report for its fiscal year ended December 31, 1998 to any Stockholder requesting such Report. Requests for the Annual Report should be made in writing to The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111, Attention: Rudolf Millisits, or by telephoning the Fund's toll free telephone number: 1-888-794-7700. The date of this Proxy Statement is April 6, 1999. -2- ELECTION OF DIRECTORS (Proposal 1) The Fund's Certificate of Incorporation provides for three classes of Directors with overlapping three-year terms. The number of Directors is nine and is divided into three classes of three directors each. The Baron Hottinger and Samuel B. Witt, III, were elected as Class II Directors in 1996 to serve until the Annual Meeting of Stockholders in 1999. Mr. Didier Pineau-Valencienne was elected by the Board as a Class II Director commencing on January 1, 1999 in anticipation of the retirement of Mr. Jean-Louis Gillieron who retired from the Board of Directors on March 18, 1999 since, because of his age, he could not stand for reelection as a Class II Director. The Class II nominees, The Baron Hottinger and Messrs. Didier Pineau-Valencienne and Samuel B. Witt, III, are the only nominees to be considered for election at the Meeting and each will serve, if elected, a three-year term of office until the Annual Meeting of Stockholders in 2002, or until his respective successor shall be elected and shall qualify. 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 listed below. Each Class II nominee has indicated he will serve, if elected, but if any such nominee should be unable to serve, proxies will be voted for an alternate nominee, if any, designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be unable to serve as a Director. Each of the Class II nominees is currently a member of the Board of Directors. Required Vote In accordance with Delaware law and the Fund's Certificate of Incorporation and ByLaws, Directors are elected by a plurality of the votes cast at the Meeting by the Stockholders entitled to vote. Abstentions and broker non-votes will not be included in determining the number of votes cast in a Director's favor. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 1 TO ELECT THE THREE NOMINEES AS CLASS II DIRECTORS. Certain Information Concerning Directors and Executive Officers The following table sets forth certain information about each person nominated for election, and each person currently serving or continuing as a Director and each person who -3- currently serves as an Executive Officer of the Fund, including his beneficial ownership of Common Stock of the Fund. Except as otherwise indicated, all of the information is as of December 31, 1998.

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• • ---------------- 1 All Directors and Executive Officers as a group (14 persons) owned 135,706 shares which constitutes less than 1% of the outstanding Common Stock of the Fund. Share numbers in this proxy statement have been rounded to the nearest whole share. 2 Indicates "Interested Person", as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Paul Hottinguer and The Baron Hottinger are brothers and Rodolphe E. Hottinger is the son of The Baron. Paul Hottinguer, The Baron Hottinger and Rodolphe E. Hottinger are "Interested Persons" because of their affiliation with Hottinger & Cie (Zurich) and Hottinger U.S., Inc., controlling persons of Hottinger Capital Corp. ("HCC"), the Fund's Investment Advisor; Rodolphe E. Hottinger is also an "Interested Person" because he is President of the Fund; Alexandre de Takacsy is an "Interested Person" because of his affiliation with HCC; Rudolf S. Millisits is an "Interested Person" because he is Vice President of the Fund and because of his affiliation with HCC; Edward J. Veilleux is an "Interested Person" because he is Vice President and Treasurer of the Fund; Scott J. Liotta is an "Interested Person" because he is Vice President of the Fund; Joseph A. Finelli is an "Interested Person" because he is Assistant Treasurer of the Fund; and Paul R. Brenner is an "Interested Person" because he is Secretary of and Counsel to the Fund, Counsel to HCC and Of Counsel to Salans Hertzfeld Heilbronn Christy & Viener, which serves as General Counsel for the Fund. 3 Hottinger & Cie (Zurich), a partnership, owns 63,710 shares of the Fund and Hottinger Capital Corp., the Fund's Investment Advisor, owns 44,850 shares of the Fund. Paul Hottinguer and The Baron Hottinger are brothers, and Rodolphe E. Hottinger is the son of The Baron. Paul Hottinguer, The Baron Hottinger and Rodolphe E. Hottinger are controlling partners of Hottinger & Cie (Zurich) and controlling shareholders and directors of Hottinger Capital Corp. and therefore share voting and investment power in connection with the 108,560 shares of the Fund owned by Hottinger & Cie (Zurich) and Hottinger Capital Corp. In addition, Mr. Rodolphe E. Hottinger directly owns 690 shares. 4 As of January, 1999. The Executive Officers of the Fund are elected annually by the Board of Directors at its Annual Meeting following the Annual Meeting of Stockholders. -9- The Board of Directors has an Audit Committee whose current members are Messrs. Gillieron, West and Witt. The Audit Committee makes recommendations to the full Board with respect to the engagement of the independent public auditor and reviews with the independent public auditor the plan and results of the audit engagement. The Audit Committee held four meetings during the past calendar year. The Board of Directors also has a Nominating Committee whose current members are Messrs. Frey, Gabus and Mosseri-Marlio. The principal function of the Nominating Committee is to recommend to the Board nominees for election as Directors. The Nominating Committee held a meeting on September 18, 1998 at which it recommended to the Board of Directors the appointment of Alexandre de Takacsy to the Board of Directors immediately and the appointment of Didier Pineau-Valencienne to the Board of Directors effective January 1, 1999. Additionally, the Nominating Committee held a meeting on March 18, 1999 to recommend to the Board of Directors the nominees for Class II Directors to be elected at the 1999 Annual Meeting of Stockholders. The Nominating Committee will consider nominees recommended by a Stockholder if such recommendation is in writing and received by the Fund by the deadline for Stockholder proposals for the next Annual Meeting of Stockholders. Any such recommendations should be submitted to: Secretary, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111. The Board of Directors does not have a Compensation Committee. During year ended December 31, 1998, the Board of Directors met four times. Each incumbent Director attended at least 75% of the aggregate of (i) the total number of Meetings of the Board of Directors and (ii) the total number of Meetings held by all Committees of the Board on which he served. Each Director who is not an interested person (as such term is defined in the 1940 Act) of the Fund or its Investment Advisor, Hottinger Capital Corp., (each, a "non-interested Director") is currently paid an annual fee of approximately $8,112.70, plus $750 for each meeting of the Board of Directors attended and $750 for each committee meeting attended, if held separately. The Chairman of the Audit Committee receives an annual fee of approximately $8,923.97 (in lieu of the approximate $8,112.70 annual fee paid to other non-interested Directors), plus the same $750 meeting fee paid to the other non-interested Directors. The annual fee of non-interested Directors (including the annual fee paid to the Chairman of the Audit Committee) is adjusted annually, as of each October 1, by the adjustment in the Consumer Price Index "All Items Price Index -- National", for the preceding twelve month period. In addition, the Fund reimburses such Directors for certain out-of-pocket expenses, such as travel expenses in connection with board meetings. During the year ended December 31, 1998, all incumbent non-interested Directors as a group were entitled to receive from the Fund aggregate remuneration amounting to $93,737.47 and individual remuneration (exclusive of reimbursed expenses), as follows: -10-

No other Director of the Fund received compensation from the Fund, and no Executive Officer of the Fund received aggregate compensation from the Fund for the most recently completed fiscal year in excess of $60,000. Accordingly, these persons have been omitted from the compensation table set forth above. Section 16(a) Beneficial Ownership Reporting Compliance Under the securities laws of the United States, the Fund's Directors, its Executive (and certain other) Officers, its Investment Advisor and affiliated persons of its Investment Advisor and any other persons beneficially owning more than ten percent of the Fund's Common Stock are required to report their ownership of the Fund's Common Stock and any changes in that ownership to the Fund, the Securities and Exchange Commission and The New York Stock Exchange. Specific due dates for these reports have been established, and the Fund is required to report in this proxy statement any failure to file by these dates during 1998. 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 1998. Security Ownership of Certain Beneficial Owners As of December 31, 1998, no Stockholder, to the knowledge of Management, other than the President and Fellows of Harvard College and Lazard Freres & Co. LLC, beneficially owned more than 5 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, beneficially owned 1,599,600 shares of Common Stock and Lazard Freres & Co. LLC, on behalf of its advisory clients, beneficially owned 1,536,000 shares of Common Stock representing approximately 6.5 percent and 6.2 percent of the Fund's outstanding shares, respectively, as of such date. -11- SELECTION OF INDEPENDENT PUBLIC AUDITOR (Proposal 2) At a Meeting held on March 18, 1999, the Board of Directors of the Fund, including a majority of the Directors who are non-interested Directors, selected Deloitte & Touche LLP (the "Firm" or "D&T") to act as the independent public auditor for the Fund for the fiscal year ending December 31, 1999. The Fund knows of no direct financial or material indirect financial interest of such Firm in the Fund. That Firm, or a predecessor firm, has served as the independent public auditor for the Fund since 1987. One or more representatives of D&T are expected to be present at the Meeting to answer appropriate questions concerning the Fund's financial statements and will have an opportunity to make a statement if they choose to do so. It is intended that the persons named in the accompanying Proxy will vote FOR ratification of the selection of D&T as the Fund's independent public auditor. Although the submission of this matter to the Stockholders is not required by law, if this appointment is not ratified by the Stockholders, the Board of Directors will reconsider its selection of the Fund's independent public auditor. Required Vote The selection of the Fund's independent public auditor 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. Abstentions and broker non-votes will not be included in determining the number of votes cast. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC AUDITOR FOR THE YEAR ENDING DECEMBER 31, 1999. 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. -12- STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the Fund's Annual Meeting of Stockholders in 2000 must be received by the Fund on or before December 8, 1999, in order to be included in the Fund's proxy statement and form of proxy relating to that Meeting. Except as otherwise provided by the rules and regulations of the Securities and Exchange Commission, any other stockholder proposals intended to be presented at the Fund's Annual Meeting of Stockholders in 2000 must be received by the Fund not less than 90 nor more than 120 days prior to the first anniversary following the 1999 Annual Meeting of Stockholders. Any such proposals should be submitted in writing to: Secretary, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111. EXPENSES OF PROXY SOLICITATION The cost of preparing, assembling and mailing material in connection with this solicitation will be borne by the Fund. In addition to the use of mails, proxies may be solicited personally by regular employees of the Fund or HCC or by agents of the Fund or by telephone or telegraph. 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. VOTING RESULTS The Fund will advise the Stockholders of the voting results of the matters voted upon at the Annual Meeting in the 1999 Semi-Annual Report to Stockholders. ANNUAL REPORT The Fund will furnish, without charge, a copy of the 1998 Annual Report and the most recent Quarterly Report to any Stockholder upon request addressed to Rudolf S. Millisits, Vice President, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111 (toll free telephone number: 1-888-794-7700). STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT TO THE FUND. Paul R. Brenner Secretary Dated: April 6, 1999 -13- [SIDE ONE] THE SWISS HELVETIA FUND, INC. 630 Fifth Avenue New York, New York 10111-0001 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 6, 1999, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED The undersigned hereby appoints Paul R. Brenner and Edward J. Veilleux as Proxies, each with the power of substitution, 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 March 30, 1999 at the Annual Meeting of Stockholders to be held at The Rockefeller Club Conference Center, 30 Rockefeller Plaza, 64th Floor, Center Suites B & C, New York, New York 10112 on May 19, 1999, or any adjournment thereof. - - -------------------------------------------------------------------------------- 1. ELECTION OF || For all nominees listed || WITHHOLD DIRECTORS below AUTHORITY (except as marked to the (to vote for all contrary below) nominees listed below) - - -------------------------------------------------------------------------------- (INSTRUCTION: To withhold authority for any individual nominee strike a line through the nominee's name on the list below). Nominees for Class II Directors: The Baron Hottinger, Didier Pineau-Valencienne and Samuel B. Witt, III, Esq. 2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as the Fund's independent public auditor for the year ending December 31, 1999. - - -------------------------------------------------------------------------------- || FOR || AGAINST |_| ABSTAIN - - -------------------------------------------------------------------------------- 3. To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. (Continued, and to be signed, on the reverse side) [SIDE TWO] (Continued from other side) This proxy, when properly executed and returned to the Fund, will be voted in the manner directed herein by the undersigned stockholder. If no direction is given, this proxy will be voted FOR Proposals 1 and 2. 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. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO THE FUND. Your signature should appear the same as your name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a corporation, please provide the full name of the corporation and the signature of the authorized officer signing on its behalf and the corporate seal affixed. Dated: ,1999 ----------------------- Name of Corporation (if applicable): ---------------------------------------- By: ---------------------------------------- (Signature) By: ---------------------------------------- (Signature)