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<SEC-DOCUMENT>0001005477-01-002893.txt : 20010426
<SEC-HEADER>0001005477-01-002893.hdr.sgml : 20010426
ACCESSION NUMBER:		0001005477-01-002893
CONFORMED SUBMISSION TYPE:	DFRN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010425

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SWISS HELVETIA FUND INC
		CENTRAL INDEX KEY:			0000813623
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFRN14A
		SEC ACT:		
		SEC FILE NUMBER:	811-05128
		FILM NUMBER:		1609923

	BUSINESS ADDRESS:	
		STREET 1:		630 FIFTH AVE
		STREET 2:		STE 915
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10111-0001
		BUSINESS PHONE:		2128677660

	MAIL ADDRESS:	
		STREET 1:		630 FIFTH AVE
		STREET 2:		STE 915
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10111-0001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HELVETIA FUND INC
		DATE OF NAME CHANGE:	19900820

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BANKGESELLSCHAFT BERLIN AG
		CENTRAL INDEX KEY:			0001038872
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		DFRN14A

	BUSINESS ADDRESS:	
		STREET 1:		ALEXANDERPLATZ 2
		CITY:			10178 BERLIN GERMANY

	MAIL ADDRESS:	
		STREET 1:		ALEXANDERPLATZ 2
		CITY:			10178 BERLIN GERMANY
</SEC-HEADER>
<DOCUMENT>
<TYPE>DFRN14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>DFRN14A
<TEXT>


                            SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

                                 Amendment No. 1


Filed by the Registrant  |_|
Filed by a Party other than the Registrant  |X|

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 Under Rule 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 of 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 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:____________________________________________________

<PAGE>

                           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 in their capacity as stockholders. 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 by-law amendments recently adopted by the Fund's Board of
Directors that, we believe, (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
By-Laws 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. The France Growth Fund is a closed-end fund, and the Growth Fund of
Spain was a closed-end fund when Messrs. Melville and Sell served on its board.
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.

You should be aware, however, that it appears that the Fund's Board of Directors
will deem Messrs. Melville and Sell unqualified to serve on the basis of the
restrictive by-law amendments mentioned above. We believe this further
demonstrates the inappropriate nature of those amendments.

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 to approve the
Fund's Board of Directors' continuation of the Investment Advisory Agreement 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.

<PAGE>

                                    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 adviser that is dedicated to acting in the interests of all the
Fund's stockholders. You may vote on all three of these matters by using our
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

<PAGE>

                        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 April 25, 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 adviser. 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 measures such as the by-law
amendments recently adopted by the Fund's Board of Directors that, we believe,
(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 By-Laws 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 by-law 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.

<PAGE>

All of the matters 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 approval of the Board's 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, so long as a quorum is present. The Fund's proposal
to confirm the Board's decision to continue the Investment Advisory Agreement is
a non-binding proposal and therefore does not require a minimum number of votes.
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," or as to which votes are withheld, 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 be counted in the election of directors and will not affect
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.


                                       2
<PAGE>

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, AGAINST THE BOARD'S
PROPOSAL TO CONFIRM THEIR CONTINUATION OF THE INVESTMENT ADVISORY AGREEMENT AND
FOR OUR PROPOSAL TO TERMINATE THE INVESTMENT ADVISORY AGREEMENT BY SIGNING,
DATING AND MAILING THE ENCLOSED BLUE PROXY CARD IN THE ENVELOPE PROVIDED.

THE BLUE PROXY CARD PROVIDES YOU WITH THE ABILITY TO VOTE ON ALL MATTERS
SCHEDULED TO BE VOTED UPON AT THE ANNUAL MEETING. IF YOU WISH TO VOTE FOR OUR
NOMINEES, AGAINST CONFIRMATION OF THE CONTINUATION OF THE INVESTMENT ADVISORY
AGREEMENT AND FOR THE TERMINATION 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 CONFIRMATION 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 nominated by unaffiliated 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 measures such as
the by-law amendments recently adopted by the Fund's Board of Directors that, we
believe, (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 By-Laws 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 these entrenchment By-Laws 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


                                       3
<PAGE>

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 when a dividend is
paid. 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 independent 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. The France Growth Fund is a closed-end fund, and the Growth Fund of Spain
was a closed-end fund when Messrs. Melville and Sell served on its board. 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, however, that it appears that the Fund's Board of Directors
will deem Messrs. Melville and Sell unqualified to serve on the basis of the
restrictive by-law amendments mentioned above. We believe this further
demonstrates the inappropriate nature of those amendments. You should also 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 the Growth Fund
of Spain, 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


                                       4
<PAGE>

NAV. In addition, The France Growth Fund agreed to make certain amendments to
that fund's by-laws that we requested and that have the effect of making it
easier for stockholders to call special meetings, agreed to nominate Mr. Kipp
for election to its board at the fund's upcoming annual meeting of stockholders
and agreed to appoint one additional nominee of ours to its board of directors
immediately following that annual meeting.

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, that they put forth 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 proprietary equity
                                            trading of the Soliciting
                                            Stockholder

Gregory L. Melville               44        Assistant Director of proprietary
                                            equity trading of the Soliciting
                                            Stockholder

Moritz A. Sell                    33        Co-head of Equity Trading at the
                                            London office of 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.


                                       5
<PAGE>

DIRK KIPP. Mr. Kipp has been our director of proprietary equity trading since
August 1995. 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 for election to the Board
of The France Growth Fund at its upcoming annual meeting, pursuant to an
agreement between The France Growth Fund and us.

GREGORY L. MELVILLE. Mr. Melville has been our assistant director of equity
trading 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 December 1997 to
December 1998.

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 December 1997 to December 1998.

                     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. Mellon Investor Services
LLC has advised us that up to 18 of their employees will be engaged in
soliciting 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 $100,000. Expenses to date have been
approximately $50,000.


                                       6
<PAGE>

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. In order
to be considered timely in accordance with the Fund's By-Laws, a stockholder
proposal that is not included in the Fund's proxy statement 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.

The mailing address of both the Fund and its current investment adviser,
Hottinger Capital Corp., is 1270 Avenue of the Americas, Suite 400, New York,
New York 10020. The mailing address of the Fund's administrator, Investment
Company Capital Corp., is One South Street, Baltimore, Maryland 21202. The Fund
currently does not have a principal underwriter. Because proposals 2 and 3
relate to the continuation or termination of the Investment Advisory Agreement,
we have included information that may be required concerning the Investment
Advisory Agreement in Exhibit 2. As we have no independent knowledge regarding
this information, its presentation is based entirely on disclosures contained in
the Fund Proxy Statement.

Dated:  April 23, 2001


                                       7
<PAGE>

                                                                       EXHIBIT 1

                    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:

                                                    Number of
                                                     Shares           Number of
                                 Date               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


                                       8
<PAGE>

                         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


                                       9
<PAGE>

                                                                       EXHIBIT 2

  Information Concerning the Fund's Investment Adviser, the Investment Advisory
                       Agreement and Certain Other Matters

      The following information relating to Hottinger Capital Corp.
("Hottinger"), the Investment Advisory Agreement and certain other matters is
included here because it may be required by the rules of the Securities and
Exchange Commission in a proxy statement that contains proposals relating to the
continuation or termination of the Investment Advisory Agreement. This
information is based entirely upon the disclosures in the Fund Proxy Statement,
and we have no independent knowledge concerning its accuracy.

      Hottinger, the Fund's current investment adviser, has its principal office
at 1270 Avenue of the Americas, Suite 400, New York, New York 10020 The
Investment Advisory Agreement, dated February 8, 1994, was last approved by
stockholders on February 8, 1994.

      The Investment Advisory Agreement may be terminated by the Fund at any
time upon not less than sixty days' prior written notice to Hottinger, or by
Hottinger upon not less than sixty days' written notice to the Fund. The
Investment Advisory Agreement will automatically terminate in the event of its
assignment (as defined in the 1940 Act) by either Hottinger or the Fund. If not
sooner terminated, the Investment Advisory Agreement continues in effect only if
approved annually by the Board of Directors or by a vote of a majority of the
outstanding voting securities of the Fund, as required under the Investment
Company Act of 1940 (the "1940 Act"). Continuance was most recently approved by
the Fund's Board of Directors on March 15 and April 4, 2001, and prior to that
on May 19, 2000.

      Under the terms of the Investment Advisory Agreement, Hottinger has sole
investment discretion for the Fund, makes all decisions affecting the Funds's
portfolio and transmits purchase and sale orders and selects brokers and dealers
to execute portfolio transaction on behalf of the Fund. The services of
Hottinger to the Fund are not exclusive under the terms of the Investment
Advisory Agreement. Hottinger is free to render investment advisory services to
others. The Investment Advisory Agreement provides that the Fund will pay
Hottinger for its services an annual advisory fee, which is between an annual 1%
and 0.5% of the Fund's average monthly net assets: 1.0% of the Fund's average
monthly net assets up to $60 million, 0.9% of such assets between $60 million
and $100 million, 0.8% of such assets between $100 million and $200 million,
0.70% of such assets between $200 and $300 million, 0.65% of such assets between
$300 million and $400 million, 0.60% of such assets between $400 million and 500
million, 0.55% of such assets between $500 million and $600 million, and 0.50%
of such assets in excess of $600 million.

      Hottinger bears all expenses of its employees and overhead incurred by it
in connection with its duties under the Investment Advisory Agreement. Hottinger
pays all salaries and fees of the Fund's directors and officers who are
interested persons as such term is defined in the 1940 Act. The Investment
Advisory Agreement provides that the Fund will indemnify Hottinger for all taxes
(other than income taxes), duties, charges, fees and expenses (including,
without limitation, broker fees, dealer fees, clearing bank fees and legal fees)
that Hottinger incurs in connection with the services provided under the
Investment Advisory Agreement. The aggregate amount of investment advisory fees
paid to Hottinger during 1998, 1999 and 2000 were $ 3,563,487, $ 3,259,015 and $
3,239,738, respectively.

      Neither Hottinger nor any of its officers, directors or employees will be
liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters relating to the Investment Advisory Agreement.
Hottinger will be liable for losses resulting from willful misfeasance, bad
faith or gross negligence in the performance of, or from reckless disregard by
it or its employees of its or their obligations and duties under, the Investment
Advisory Agreement. Hottinger will also be liable for a loss resulting from a
breach of fiduciary duty, in which case any award of damages will be limited to
the period and the amount set forth in Section 36(b)(3) of the 1940 Act.

      Hottinger is a Delaware corporation and is owned by Hottinger et Cie. and
Hottinger U.S., Inc., an affiliate of the Hottinger Group, each owning 50% of
Hottinger's issued and outstanding shares of capital stock. Hottinger et


                                       10
<PAGE>

Cie. (Zurich), Dreikonigstrasse 55, 8027 Zurich, Switzerland, provides to its
customers a full range of investment services, including international portfolio
management and corporate finance. Hottinger et Cie. (Zurich) is a partnership
whose partners are The Baron Hottinger, Paul Hottinguer, Rodolphe Hottinger and
Frederic Hottinger. Hottinger U.S., Inc., whose principal office is located at
1270 Avenue of the Americas, Suite 400, New York, New York 10020, provides
investment advisory services. The Hottinger Group consists of entities
controlled by the Hottinger family.


                                       11
<PAGE>

      The following table sets forth certain information regarding the current
Directors and Executive Officers of Hottinger .

<TABLE>
<CAPTION>
Name and Address                            Position with Hottinger Capital Corp.         Principal Occupation
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                        <C>
The Baron Hottinger                         Chairman of the Board                      General Partner: Hottinger et Cie
Hottinger & Cie                                                                        (Zurich); President: Conseil de
Dreikonigstrasse 55                                                                    Surveillance Credit Suisse/Hottinguer
8027 Zurich                                                                            (Paris) , Sofibus (Paris) (real estate);
Switzerland                                                                            Vice President and Director: Finaciere
                                                                                       Hottinguer, Paris, France
- ------------------------------------------------------------------------------------------------------------------------------------
Mr. Rodolphe E. Hottinger                   Vice Chairman of the Board,                Director:  Sofibus SA  (real estate
Hottinger & Cie                             Director and Chief Executive Officer       investment company), AXA Switzerland
3 Place des Bergues                                                                    (Insurance), AXA Re America
C.P. 395                                                                               Insurance Co. (USA); AXA Re P&C
CH-1201 Geneva                                                                         Insurance Co. (USA); AXA Corporate
Switzerland                                                                            Solutions Reinsurance Company
                                                                                       (USA); AXA Global Risks US
                                                                                       Insurance Company (USA); and
                                                                                       Rathbone SA Geneva (UK bank);
                                                                                       Director: Hottinger Bank & Trust Ltd.
                                                                                       (Bahamas); Managing Partner:
                                                                                       Hottinger & Cie (Zurich) since 1987
- ------------------------------------------------------------------------------------------------------------------------------------
Mr. Paul Hottinguer                         Vice Chairman of the Board, Director       General Partner: Hottinger & Cie
Hottinger & Cie                                                                        (Zurich);  President: Gaspee (real estate)
Dreikonigstrasse 55                                                                    since 1992, Financiere Hottinguer
8027 Zurich                                                                            (holding company) since 1990,
Switzerland                                                                            Financiere Provence Participations
                                                                                       (venture capital firm) since 1990,
                                                                                       Drouot Securite since 1986
- ------------------------------------------------------------------------------------------------------------------------------------
Mr. Frederic Hottinger                      Director                                   General Partner: Hottinger et Cie
Hottinger & Cie                                                                        (Zurich); Director: Hottinger Capital
Dreikonigstrasse 55                                                                    Corp. and Banque Hottinguer (Paris);
8027 Zurich                                                                            Chairman and President: Hottinger
Switzerland                                                                            Bank and Trust Limited (Bahamas);
                                                                                       Chairman: Hottinger
                                                                                       Nagelmackers & Associes;
                                                                                       Administrator: Financiere Hottinguer,
                                                                                       Paris
- ------------------------------------------------------------------------------------------------------------------------------------
Mr. Henri J. Stalder                        Director                                   Director and Senior Vice President:
Hottinger & Cie                                                                        Hottinger Capiatl Corp. and Hottinger
Dreikonigstrasse 55                                                                    et Cie Banquiers; President: Hottinger
8027 Zurich                                                                            Finance AG
Switzerland
- ------------------------------------------------------------------------------------------------------------------------------------
Mr. Thomas W. Grant                         Director                                   Director: Hottinger Capital Corp., Chief
HG Wellington & Company, Inc.                                                          Executive Officer: H.G. Wellington
14 Wall Street
17th Floor
New York, NY 10005
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                        <C>
Mr. Alexandre de Takacsy                    President, Vice Chairman of the Board,     Senior Advisor to the Hottinger
Financiere Hottinguer                       Director, Secretary                        Group and President of Hottinger
43, rue Taitbout                                                                       U.S., Inc. since April, 1986; Vice
75009 Paris                                                                            Chairman, President and Secretary,
France                                                                                 Hottinger Capital Corp.
- ------------------------------------------------------------------------------------------------------------------------------
Mr. Philippe R. Comby                       First Vice President, Treasurer            First Vice President: Hottinger Capital
Hottinger Capital Corp.                                                                Corp. since 1998; Vice President:
1270 Avenue of the Americas                                                            Hottinger U.S. Inc. since 1996;
Suite 400                                                                              Treasurer: Hottinger Capital Corp. since
New York, New York 10020                                                               1997
- ------------------------------------------------------------------------------------------------------------------------------
Mr. Rudolf  Millisits                       Director, Chief Operating Officer,         Director: Hottinger Bank & Trust Ltd.
Hottinger Capital Corp.                     Executive Vice President                   (Bahamas)  since 1996; Director:
1270 Avenue of the Americas                                                            Hottinger Capital Corp. ("Hottinger
Suite 400                                                                              Capital Corp.") since December 2000;
New York, New York 10020                                                               Director Hottinger International Fund
                                                                                       Luxemborg since May 2000; Chief
                                                                                       Operating Officer: Hottinger Capital
                                                                                       Corp. since December 1998; Executive
                                                                                       Vice President, Portfolio Manager,
                                                                                       Member of Investment Committee and
                                                                                       Chief Compliance Officer: Hottinger
                                                                                       Capital Corp. since September 1994
                                                                                       (manages client account aggregating in
                                                                                       excess of $415 million); Assistant
                                                                                       Secretary: Hottinger Capital Corp. since
                                                                                       August 1995; Executive Vice President:
                                                                                       Hottinger U.S., Inc. since September
                                                                                       1994
- ------------------------------------------------------------------------------------------------------------------------------
Ms. Jessica Leale                           Assistant Vice President                   Assistant Vice President: Hottinger
Hottinger Capital Corp.                                                                Capital Corp.
1270 Avenue of the Americas
Suite 400
New York, New York 10020
</TABLE>

Brokerage

      Brokerage commission rates in Switzerland are negotiable. Purchase and
sale orders may be executed with any number of banks and brokers. The Fund may
place brokerage orders with Hottinger et Cie. (Zurich), an "affiliated person"
with respect to Hottinger under the 1940 Act. The Fund's policy requires that
commissions paid to Hottinger et Cie (Zurich) be reasonable and fair compared
with commissions received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold during a
comparable period of time. The Fund cannot engage in principal transactions with
Hottinger et Cie (Zurich).

      In addition to brokerage orders placed with Hottinger et Cie (Zurich),
subject to best execution, orders may be placed with other banks and brokers who
supply research, market and statistical information ("research as defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Fund
and Hottinger. The Fund's commissions to such banks and brokers may not always
represent the lowest obtainable commission rates, although they must be
reasonable in relation to the benefits received. Hottinger et Cie (Zurich)
provides research to the Fund and Hottinger. Although research from banks and
brokers may be useful to Hottinger, it is only supplementary to its own efforts.


                                       13
<PAGE>

                                   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  |_|         ABSTAIN  |_|
      (except as indicated       to vote for all nominees
      to the contrary below)     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


                                       14
<PAGE>

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 INDICATED, 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.


                                       15
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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