SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
SWISS HELVETIA FUND
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
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:
PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF DIRECTORS OF THE SWISS HELVETIA FUND FOR THE 2018 ANNUAL
MEETING OF SHAREHOLDERS
Bulldog Investors, LLC, on behalf of its affiliates and itself (together,
"Bulldog Investors") is sending this proxy statement and the enclosed GREEN
proxy card on or about May --, 2018 to shareholders of The Swiss Helvetia
Fund (the "Fund") of record as of April 24, 2018. We are soliciting a proxy
to vote your shares at the 2018 Annual Meeting of Shareholders (the
"Meeting"), which is scheduled for June 19, 2018. Please refer to the Fund's
proxy soliciting material for additional information concerning the Meeting
and the matters to be considered by shareholders including the election of
Directors.
INTRODUCTION
There are four matters to be voted upon at the Meeting: (1) the election of
two Directors, (2) a proposal to ratify Tait, Weller & Baker, LLP as the
Fund's independent accounting firm for 2018, (3) a non-binding proposal
submitted by a shareholder recommending reducing the ownership requirement
to call a special meeting of shareholders, and (4) a non-binding shareholder
proposal submitted by our affiliate requesting that the Board of Directors
authorize a self-tender offer for at least 50% of the outstanding common
stock of the Fund.
We are soliciting a proxy to vote your shares FOR the election of the two
nominees named below, FOR the proposal to ratify Tait, Weller, TO ABSTAIN
on the proposal to reduce the ownership threshold to call a special
meeting of shareholders, and FOR our self-tender offer proposal.
BACKGROUND OF THE SOLICITATION
Bulldog Investors is a long-term shareholder of the Fund and has long been
concerned about the persistent trading discount of the Fund's shares to
their net asset value ("NAV"). The primary goal of this solicitation is to
permit shareholders to realize a price above the market price for at
least 50% of their shares. In 2017, shareholders elected two of our three
nominees (including Andrew Dakos, a principal of Bulldog Investors) to the
five-person Board but shareholders failed to approve our proposal to
conduct a tender offer for 100% of the Fund's outstanding shares.
Consequently, we have modified that proposal as set forth below. If our
proposal is adopted and our nominees are elected, they intend to advocate
that the Board implement it.
LITIGATION
In April 2017, an affiliate of Bulldog Investors filed a lawsuit in the
Court of Chancery for the State of Delaware against the Fund and its
then-current Directors (Full Value Partners, L.P. v. The Swiss Helvetia
Fund, Inc., et al., C.A. No. 2017- 0303-AGB) to, among other things,
invalidate the existing director qualifications By-law which Mr. Dakos
did not meet. Mr. Dakos received a plurality of the votes cast and the
Board then determined to seat him. The Board later amended the
qualifications By-law to make it less restrictive. As a result, all
remaining issues in the lawsuit were resolved except that the parties
are waiting for a ruling on our affiliate's motion for an award of
attorneys' fees and expenses.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you
direct otherwise, your shares will be voted FOR the election of the
two nominees named below, FOR the proposal to ratify the independent
accounting firm selected by the Board, TO ABSTAIN on the proposal to
reduce the ownership threshold required for shareholders to call a
special meeting of shareholders, and FOR the self-tender offer proposal.
In addition, you will be granting the proxy holders discretionary
authority to vote on any other matters that may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business will exist if holders of more
than 50% of the shares entitled to vote are represented at the Meeting.
As of April 24, 2018, there were 25,313,872 shares outstanding. The
election of a director requires the affirmative vote of a plurality of
the votes cast, i.e., the nominee receiving the most votes for each
seat will be elected. A vote to withhold or a broker non-vote will have
no effect on the election of directors. A majority of the votes cast on
every other proposal is required to approve it and an abstention or a
broker non-vote will have no effect on whether it will be approved.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a
written revocation to us; (ii) executing and delivering a later dated
proxy to the inspector of election; or (iii) voting in person at the
Meeting. Attendance at the Meeting will not by itself revoke a proxy.
There is no limit on how many times you may revoke your proxy and only
your most recent proxy will be counted.
PROPOSAL 1: ELECTION OF TWO DIRECTORS
Our affiliate intends to nominate the following persons for election as
Directors. Mr. Goldstein beneficially owns ---- shares and Mr. Hellerman
beneficially owns ---- shares of the Fund. Each nominee has consented to
be nominated and, if elected, to serve as a Director. In addition,
because of Mr. Goldstein's role with Bulldog Investors, which is the
general partner of, or the investment advisor for, certain investment
funds, and as a limited partner in one or more of such funds which
beneficially owned ----------- shares of the Fund as of April 24, 2018,
he may be deemed to beneficially own such shares. Mr. Goldstein
disclaims beneficial interest in all such shares except to the extent
of any pecuniary interest in such funds. The primary reasons for
selecting our nominees is that we know them to be advocates for
shareholder democracy and good corporate governance. There are no
arrangements or understandings between any of our nominees and
Bulldog Investors or its affiliates in connection with the
nomination.
Phillip Goldstein (born 1945) - Since December 1992, a member of
Bulldog Investors, LLC (and its predecessor), an SEC-registered
investment adviser that serves as the investment adviser to,
among other clients, the Bulldog Investors group of private
investment funds and Special Opportunities Fund, Inc., a
registered closed-end investment company; Principal of the general
partner of the private investment partnerships in the Bulldog
Investors group of private funds; Chairman of the Mexico Equity
& Income Fund, Inc.; Secretary and Chairman of Special
Opportunities Fund, Inc.; Director of MVC Capital, Inc.; Director
of Brookfield DTLA Fund Office Trust Investor; Trustee of
Crossroads Liquidating Trust; Chairman of Brantley Capital
Corporation (until 2013); Director of ASA Ltd. (until 2013);
Chairman of Emergent Capital, Inc. (until 2017).
Gerald Hellerman (born 1937) - Managing Director of Hellerman
Associates (a financial and corporate consulting firm) from 1993
to December 31, 2013). Chief Compliance Officer and director of
Mexico Equity and Income Fund, Inc. and Special Opportunities
Fund, Inc.; Director and Chair of the Audit Committee, MVC
Capital, Inc.; Director, Ironsides Partners Opportunity Offshore
Fund Ltd. (until 2017); Director and Chair of the Audit Committee
of Emergent Capital, Inc.; Director (until 2017), Director of
Crossroads Capital, Inc. (f/k/a BDCA Venture, Inc.) (until 2017);
Trustee of Crossroads Liquidating Trust; Trustee of Fiera Capital
Series Trust; Director, Brantley Capital Corporation (until 2013).
Unless instructions to the contrary are given, your proxy will be voted in
favor of the above nominees for election as Directors.
PROPOSAL 2. To ratify the selection by the Fund's Board of Directors of
Tait, Weller & Baker, LLP as the Fund's independent registered public
accounting firm for the year ending December 31, 2018.
Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.
PROPOSAL 3. A non-binding shareholder proposal to approve an amendment to
the Fund's Bylaws "to give holders in the aggregate of 10% of our outstanding
common stock the power to call a special shareowner meeting."
Currently, shareholders may call a special meeting of shareholders upon the
request of holders of at least 25% of the Fund's outstanding shares.
Ordinarily, we are in favor of proposals that make it easier for
shareholders to exercise their voting rights. However, in this case,
since four shareholders beneficially own approximately 50% of the Fund's
outstanding shares, we do not see a compelling reason to vote for or
against this proposal.
Unless instructions to the contrary are given, your proxy will be voted TO
ABSTAIN on this proposal.
PROPOSAL 4. RESOLVED: The shareholders of The Swiss Helvetia Fund (the
"Fund") request that the Board of Directors authorize a self-tender offer
for at least 50% of the outstanding common shares of the Fund at or close
to net asset value (NAV). (This proposal is not binding.)
A self-tender offer for at least 50% of the outstanding common shares of
the Fund at or close to NAV would afford shareholders an opportunity to
realize a price equal or close to NAV for at least 50% of their shares.
This proposal is not binding. Certain transaction costs may be incurred
in conducting a self-tender offer, which costs may be partially or entirely
offset by the accretion to NAV that would result if the self-tender offer
price is below NAV.
Unless instructions to the contrary are given, your proxy will be voted FOR
this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or
employed by us may assist us in the solicitation of proxies. Banks,
brokerage houses and other securities intermediaries will be requested
to forward this proxy statement and the enclosed GREEN proxy card to the
beneficial owners for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we and our clients will bear all the expenses related to this
proxy solicitation. Because we believe that all shareholders will benefit
from this solicitation, our solicitation last year, and the related
litigation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our out-of-pocket expenses of such
solicitations and litigation from the Fund. Shareholders will not be
asked to vote on the reimbursement of these expenses, which we estimate
will total $300,000.
PARTICIPANTS
Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 is
the soliciting shareholder. As of April 24, 2018, after selling 333,034
shares in the Fund's last self-tender offer which expired on April 24,
2017, Bulldog Investors beneficially owned -------- shares of the Fund,
all of which were acquired since January 18, 2012. No "participant" has
any arrangement or understanding with any person with respect to any
securities of the Fund or with respect to future employment by the Fund
or its affiliates or to any future transactions to which the Fund or its
affiliates may be a party. A "participant," as defined by the SEC,
includes Bulldog Investors and its principals, each of the aforementioned
nominees, and each client advised by Bulldog Investors. The SEC's
definition of a "participant" may be misleading because it suggests that
a "participant" has a greater role in a solicitation than may be the case.
May --, 2018
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF THE SWISS HELVETIA FUND (THE
"FUND") FOR THE FUND'S 2018 ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby appoints Phillip Goldstein and Rajeev Das and each of
them, as the undersigned's proxies, with full power of substitution, to
attend the Meeting and any adjourned or postponed Meeting, and to vote on
all matters that come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person, as specified
below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF TWO DIRECTORS.
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
2. TO RATIFY TAIT, WELLER & BAKER, LLP AS THE FUND'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2018.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. TO APPROVE A NON-BINDING PROPOSAL TO AMEND THE FUND'S BYLAWS "TO GIVE
HOLDERS IN THE AGGREGATE OF 10% OF OUR OUTSTANDING COMMON STOCK THE POWER TO
CALL A SPECIAL SHAREOWNER MEETING."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. TO REQUEST A SELF-TENDER OFFER FOR AT LEAST 50% OF THE OUTSTANDING COMMON
SHARES OF THE FUND AT OR CLOSE TO NET ASSET VALUE.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the above
nominees as Director, FOR Proposals 2 and 4, and TO ABSTAIN on Proposal 3.
The undersigned hereby acknowledges receipt of the proxy statement dated
May --, 2018 of Bulldog Investors and revokes any proxy previously executed.
Signature(s) ___________________________ Dated: ______________