☐ | Preliminary Proxy Statement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
☐ | Definitive Proxy Statement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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☐ | Soliciting Material under §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) Payment of Filing Fee (Check the appropriate box):
THE SWISS HELVETIA FUND, INC. 615 East Michigan Street Milwaukee, Wisconsin 53202 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September To Our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders (the 1. To elect five Directors each to serve for a one-year term. 2. To ratify the selection by the 3. To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. The We currently intend to hold the Meeting in person. You are cordially invited to attend the Meeting. Whether or not you intend to attend the Meeting, please vote by completing, signing and dating and returning the enclosed Proxy. Please see the enclosed Proxy for additional instructions on how to vote by telephone or through the Internet. The enclosed Proxy is being solicited by the Board of Directors of the Fund. By Order of the Board of Directors,
THE SWISS HELVETIA FUND, INC. 615 East Michigan Street Milwaukee, Wisconsin 53202 ANNUAL MEETING OF STOCKHOLDERS September PROXY STATEMENT INTRODUCTION This Proxy Statement is furnished by the Board of Directors of The Swiss Helvetia Fund, Inc. (the About the Fund The Voting Information If the accompanying form of Proxy is executed properly and returned, the shares represented by it will be voted at the Meeting in accordance with the instructions on the Proxy. However, if no instructions are specified, the shares will be voted A quorum of stockholders is constituted by the presence in person or represented by Proxy of the holders of the The Board of Directors has fixed the close of business on July 1 If you wish to attend the Meeting in person, whether or not you hold your shares in your own name, you will need to present satisfactory evidence of your identity, which for this purpose is a valid U.S. federal or state government issued picture identification, such as a driver’s license or The Board of Directors knows of no business other than that mentioned in the Notice of Annual Meeting of Stockholders which will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed Proxy to vote in accordance with their best judgment. The Fund will furnish, without charge, a copy of its Annual Report for its fiscal year ended December 31, 2 PROPOSAL 1: TO ELECT FIVE DIRECTORS The Fund has completed its transition from a classified structure in which each class of directors has historically been elected for a three-year term to a non-classified structure in which each director is elected annually for one year. Accordingly, each Director is now elected annually for a one year term to serve until the next annual meeting of stockholders and until his respective successor is duly elected and qualifies. The number of Directors currently is five: Andrew Dakos, Richard Dayan, Phillip F. Goldstein, Gerald Hellerman and Moritz A. Sell. At a meeting held on Required Vote and the Unless authority is withheld, it is the intention of the persons named in the accompanying form of Proxy to vote each Proxy Please see “Certain Information Concerning Directors and Executive Officers” and “Additional Information about the Fund’s Directors” below in this Proxy Statement for additional information concerning the nominees. In accordance with Delaware law and the THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE 3 Certain Information Concerning Directors and Executive Officers The following tables set forth certain information about each person nominated for election as a Director by the Board of Directors of the Fund, each person currently serving and continuing as a Director and each person who currently serves as an Executive Officer of the Fund. All of the information is as of December 31, As of the record date, the Directors and their immediate family members did not own beneficially or of record any securities in Schroders or any affiliate thereof.
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The following table sets forth certain information about each person serving as an Officer of the Fund as of December 31,
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The Additional Information about the As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund have the primary responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including 7 Board Composition and Leadership Structure. The 1940 Act requires that at least 40% of a Information about Each Information about each Director follows (supplementing the information provided in the table above), including some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board believes has prepared them to be effective Directors. Each Director satisfies the Andrew Dakos – Mr. Dakos, the Chairman of the Board of the Fund, has over Richard Dayan – Mr. Dayan is the owner, and has served as the President of Cactus Trading, an importer and exporter of clothing and accessories, since 1990. Mr. Dayan currently serves as a trustee of High Income Securities Fund and previously served a director of Emergent Capital, Inc. (formerly, Imperial Holdings, Inc.). Mr. Dayan is a member of the Fund’s Audit Committee and its Governance / Nominating Committee. Phillip F. Goldstein – Mr. Goldstein has over 25 years of investment management experience. He is currently a 8 Gerald Hellerman – Mr. Hellerman currently serves as a director of The Mexico Equity and Income Fund, Inc.; as a director of SPE; as a Moritz A. Sell – Mr. Sell currently serves as Principal of Edison Holdings GMBH, a commercial real estate and venture capital Board Committees, Meetings and Compensation The Board has three standing Committees: the Audit Committee, the Governance and Nominating Committee and the Pricing Committee. Each Committee is composed entirely of Non-Interested Directors. Where deemed appropriate, the Board may constitute ad hoc committees. Audit Committee. The current members of the Audit Committee of the Board of Directors are Pursuant to the Audit Committee Charter adopted by the Board, the function of the Audit Committee is to assist Board oversight of (i) the integrity of the Fund’s financial statements; (ii) the Fund’s compliance with legal and regulatory requirements; and (iii) the independent registered public accounting firm’s qualifications, independence and performance. The Audit Committee has direct responsibility to appoint, retain, determine the compensation of, evaluate and terminate the Fund’s independent registered public accounting firm, including sole authority to approve all audit engagement fees and terms and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the independent registered public accounting firm. The Audit Committee also oversees the accounting and financial reporting processes of the Fund and the audits of the Fund’s financial statements as well as the administration of the Fund. The Audit Committee held 9 Governance and Nominating Committee. The Board has a Governance and Nominating Committee whose current members are Messrs. Dayan and Goldstein. Mr. Goldstein serves as Chair of the Governance and Nominating Committee. Each member of the Committee is currently “independent” under the listing standards of the NYSE. Among other responsibilities, the Governance and Nominating Committee selects and nominates persons for election or appointment by the Board and oversees the annual assessment of the effectiveness of the Board and such other matters of Fund governance as may be delegated to it by the Board or determined by the Governance and Nominating Committee to be appropriate. In evaluating potential nominees, the Committee may consider whether a potential nominee’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. The Governance and Nominating Committee will consider nominees recommended by a stockholder if such recommendation is in writing and received by the Fund by the deadline specified below under “Stockholder Proposals” and otherwise complies with the requirements for such proposals contained in the Governance and Nominating Committee Charter and the Fund’s By-Laws. Any such recommendations should be submitted to the Fund’s Secretary, The Swiss Helvetia Fund, Inc., 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Governance and Nominating Committee held Pricing Committee. The Board of Directors has a Pricing Committee whose sole member is Mr. Hellerman, who serves as Chair of the Pricing Committee. The Pricing Committee oversees the fair valuation of the During the year ended December 31, During the year ended December 31, During the year ended December 31,
Security Ownership of Certain Beneficial Owners As of the record date, no stockholder, to the knowledge of the Fund, based on Schedule 13G filings with the Commission, beneficially owned more than five percent of the
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PROPOSAL 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM At a meeting held on March Neither the Certain Information Concerning Tait, Weller & Baker, LLP (a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the (b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services rendered by Tait Weller that are reasonably related to the performance of the audit of the In addition, there were no fees billed by Tait Weller in the Reporting Periods for assurance and related services rendered by Tait Weller to Schroders or any entity controlling, controlled by or under common control with Schroders that provides ongoing services to the Fund (c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by Tait Weller for tax compliance, tax advice and tax planning (d) All Other Fees. Tait Weller did not provide any additional products or services to the Fund in the Reporting Periods, other than the services reported in paragraphs (a) through (c) above. Audit Committee Pre-Approval Policies. The Audit Committee pre-approves Tait Non-Audit Fees. The aggregate non-audit fees billed in the Reporting Periods by Tait Weller for services rendered to the Fund were $5,500 in each of Auditor Independence. The Audit Committee considers whether the provision of any non-audit services rendered to Schroders or Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining Tait Required Vote and the The selection of the THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE AS THE FOR THE YEAR ENDING DECEMBER 31, REPORT OF AUDIT COMMITTEE The Audit Committee has exclusive oversight of the In the performance of its oversight function, the Committee considered and discussed the December 31, Stockholders are reminded, however, that the members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and Tait Weller. Accordingly, the Audit Moritz A. Sell, Audit Committee Chair Richard Dayan Gerald Hellerman Dated: February OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting. Should any other matter requiring a vote of stockholders properly arise, however, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interest of the Fund. Stockholders who wish to communicate with the Directors should send communications to The Swiss Helvetia Fund, Inc., 615 East Michigan Street, Milwaukee, Wisconsin 53202, to the attention of the Secretary. The Secretary is responsible for determining, in consultation with other officers of the Fund and Fund counsel, which stockholder communications will be directed to the Director or Directors indicated in the communication. STOCKHOLDER PROPOSALS In accordance with Rule 14a-8 under the Exchange Act, stockholder proposals intended to be presented at the For additional requirements, stockholders may refer to the By-Laws, a current copy of which may be obtained without charge upon request from the EXPENSES OF PROXY SOLICITATION The Fund will bear the cost of soliciting Proxies on behalf of the Board of Directors. In addition to the use of mails, Proxy solicitations may be made by telephone, fax and personal interview by the Authorizations to execute Proxies may be obtained by telephonic transmitted instructions in accordance with procedures designed to authenticate the HOUSEHOLDING Please note that only one Annual Report or most recent Quarterly Report or Proxy Statement may be delivered to two or more stockholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an Annual Report or Semi-Annual Report or Proxy Statement, or for instructions as to how to request a separate copy of such documents or how to request a single copy if multiple copies of such documents are received, stockholders should contact the Fund at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly. VOTING RESULTS The Fund will advise stockholders of the voting results of the matters voted upon at the Meeting in the Semi-Annual Report to Stockholders first following the Meeting. IMPORTANT IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK FOR YOUR COOPERATION IN SUBMITTING YOUR PROXY PROMPTLY BY MAIL OR BY VOTING BY TELEPHONE OR THROUGH THE INTERNET IN ACCORDANCE WITH THE INSTRUCTIONS ON THE ENCLOSED PROXY. If you have any questions concerning this Proxy solicitation, please contact USB at (414) 765-4255.
EXHIBIT A GOVERNANCE AND NOMINATING COMMITTEE CHARTER AND PROCEDURES The Swiss Helvetia Fund, Inc. Organization The Governance and Nominating Committee (the Evaluation of Potential Nominees The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. In evaluating potential Director nominees (including any nominees recommended by stockholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant: the character and integrity of the person; whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund; whether or not the person has any relationships that might impair his or her service on the Board; whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board; whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes; whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and the educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The Committee also may consider whether a potential A-1 While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund stockholders. The Committee will consider recommendations for nominees from stockholders sent to the Secretary of the Fund c/o The Swiss Helvetia Fund, Inc., 615 East Michigan Street, Milwaukee, Wisconsin 53202. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee. Nomination of Directors Each year, prior to the meeting at which the Committee considers the nomination of incumbent Directors for re-election by the In the event that any such communication involves the renomination of the Chair of the Board as an Independent Director or as Chair of the Board, each After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration. Governance On an annual basis, the Committee shall assess the effectiveness of the Board in the following matters and such other matters of the The The matters covered by the Board in its annual cycle of meetings; The number and duration of Board meetings; and The number of interested and Independent Directors. The Committee also shall consider such other matters of governance it deems appropriate and report its findings to the Board. Meetings The Committee shall meet annually and at such other times as may be necessary.
A-2 Review of Charter and Procedures The Committee shall review the charter and procedures annually, as part of the Board self-assessment, and more frequently as otherwise necessary. As Revised: A-3 Appendix A Matters Requiring Separate Approval by the Independent Directors The 1940 Act requires that certain actions to be taken by a majority of the Directors also must be approved by a majority of the Independent Directors. These actions include: approval of procedures for purchase of securities during the existence of an underwriting syndicate where an affiliate is a principal underwriter of the security (Rule 10f-3); approval of the investment advisory, subadvisory and underwriting contracts (Section 15); approval of securities transactions between the Fund and certain affiliates (Rule 17a-7); approval of a joint liability insurance policy with an affiliated person (Rule 17d-1(d)(7)); approval of written procedures for purchasing securities from an affiliated broker-dealer (Rule 17c-1); approval of the fidelity bond and the designation of officers to make filings thereunder (Rule 17g-1((d)); approval of the code of ethics of the Fund and the code of ethics of the investment adviser and principal underwriter, and any material changes to these codes (Rule 17j-1); approval of the approval of the approval of the designation, compensation and removal of the Note: Rules 12b-1, 18f-3 and 22c-2 also require actions that must be approved by a majority of the Independent Directors, but do not apply to closed-end funds, including the Fund. A-4 |