SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)

Filed by the Registrant                                                                           þ
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Check the appropriate box:
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þ  Definitive Proxy Statement
o  Definitive Additional Materials
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THE SWISS HELVETIA FUND, INC.

(Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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THE SWISS HELVETIA FUND, INC.

 

 

1270 Avenue of the Americas
Suite 400
New York, New York 10020

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 10, 2009

 

 

To our Stockholders:

 

Notice is hereby given that the Annual Meeting of Stockholders (the “Meeting”) of The Swiss Helvetia Fund, Inc. (the “Fund”) will be held at 11:30 a.m., on Wednesday, June 10, 2009, at The Michelangelo Hotel, Roman Room (Mezzanine Level), 152 W 51st Street, New York, New York 10019, for the following purposes:

 

1.     To elect three Class III Directors to serve for a three-year term.

 

2.     To ratify the selection by the Fund’s Board of Directors of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the year ending December 31, 2009.

 

3.     To approve changes to certain of the Fund’s fundamental investment restrictions to permit the Fund to enter into futures and forward contracts and certain option contracts.

 

4.     To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof.

 

The Fund’s Board of Directors has fixed the close of business on April 13, 2009 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.

 

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. The enclosed Proxy is being solicited by the Board of Directors of the Fund.

 

By Order of the Board of Directors,

 

Edward J. Veilleux

 

 

 

 

 

IMPORTANT NEWS FOR STOCKHOLDERS

 

While we encourage you to read the full text of the enclosed Proxy Statement, for your convenience, we have provided a brief overview of the matters to be voted on.

 

QUESTIONS AND ANSWERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

It is important that you vote promptly.

THE SWISS HELVETIA FUND, INC.

1270 Avenue of the Americas

Suite 400

New York, New York 10020

Annual Meeting of Stockholders

June 10, 2009

 

PROXY STATEMENT

 

INTRODUCTION

 

This Proxy Statement is furnished by the Board of Directors of The Swiss Helvetia Fund, Inc. (the “Fund”) in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders (the “Meeting”), to be held at 11:30 a.m., on Wednesday, June 10, 2009, at The Michelangelo Hotel, Roman Room (Mezzanine Level), 152 W 51st Street, New York, New York 10019. The purpose of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders. It is expected that the Notice of Annual Meeting of Stockholders, Proxy Statement and form of Proxy will first be mailed to stockholders on or about May 1, 2009.

 

About the Fund

 

The Fund’s investment adviser is Hottinger Capital Corp. (“HCC”). The executive offices of the Fund and HCC are located at 1270 Avenue of the Americas, Suite 400, New York, New York 10020. The Fund’s administrator is Citi Fund Services Ohio, Inc. (“Citi Fund Services”), and its executive offices are located at 3435 Stelzer Road, Columbus, Ohio 43219.

 

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 on the Proxy, the shares will be voted FOR the election of each nominee as a Class III Director, FOR the ratification of the Fund’s independent registered public accounting firm and FOR the proposal to approve changes to certain of the Fund’s fundamental investment restrictions. A Proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Fund revoking it, by submitting a properly executed Proxy bearing a later date, or by attending the Meeting and voting in person. Attending the Meeting will not automatically revoke a previously executed Proxy. Shares represented by a Proxy marked to withhold authority to vote for a Director, abstentions and broker non-votes will be included in determining the existence of a quorum at the Meeting, but will not constitute a vote in favor of a proposal. As a result, because they are not votes cast “FOR” a proposal, they will have the effect of a vote “AGAINST” Proposals 2 and 3. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

 

If a stockholder owns shares of the Fund in violation of applicable law, including the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund may determine that any vote attributable to such shares shall not be counted, or that such shares will not be counted for quorum purposes, or both. Under Section 12(d)(1) of the 1940 Act, the acquisition of more than 3% of the Fund’s common stock by another fund (whether registered, private or offshore) is unlawful. The Fund will invalidate votes cast on behalf of any such fund or by any other stockholder whose holdings are unlawful, that are otherwise properly cast, only after it has obtained a decision through appropriate proceedings in a court or other forum of competent jurisdiction that such votes are not valid. The Fund may suspend the final counting of votes pending such a decision.

 

The Board of Directors has fixed the close of business on April 13, 2009 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. On that date, the Fund had 32,466,127 shares of Common Stock outstanding and entitled to vote. Each share

will be entitled to one vote at the Meeting. Stockholders are not entitled to any appraisal rights as the result of any Proposal.

 

Management of the Fund 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, 2008 and its most recent Quarterly Report to any stockholder upon request. Requests for these Reports should be made in writing to The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York, New York 10020, or by calling the Fund’s toll-free telephone number: 1-888-794-7700.

 

PROPOSAL 1: TO ELECT THREE CLASS III DIRECTORS

 

The Fund’s Certificate of Incorporation provides for three classes of Directors with overlapping three-year terms. The number of Directors is currently eleven and is divided into three classes, composed of four Class I Directors, four Class II Directors and three Class III Directors. Stockholders are being asked to elect three Class III Directors to serve for a three-year term. The Class III nominees, Paul Hottinguer, Michael Kraynak, Jr. and Stephen K. West, Esq., are the only nominees to be considered for election as Class III Directors at the Meeting and, if elected, each will serve a three-year term of office until the Annual Meeting of Stockholders in 2012, or until his respective successor is duly elected and qualified.

 

Each of the Class III nominees was first nominated by the Governance/Nominating Committee of the Board of Directors, consisting of the nine Non-Interested Directors (as defined below), two of whom are Class III nominees. Messrs. Hottinguer, Kraynak and West were last elected by stockholders as Class III Directors in 2006 to serve until this Meeting. The Board of Directors of the Fund, including all of the Directors of the Fund who are not “interested persons” (as defined in the 1940 Act) of the Fund (each such Director, a “Non-Interested Director”), unanimously proposed the Class III nominees for election at this Meeting.

 

Unless authority is withheld, it is the intention of the persons named in the accompanying form of Proxy to vote each Proxy FOR the election of the three Class III nominees of the Fund listed above. Each nominee has indicated he will serve, if elected, but if any such nominee should be unable to serve, Proxies will be voted for an alternate nominee, if any, designated by the Board of Directors. The Board of Directors has no reason to believe that any of the above nominees will be unable to serve as a Director. Each of the nominees is currently a member of the Board of Directors.

 

Please see pages 9-10 of this Proxy Statement for additional information concerning the Class III nominees.

 

Required Vote and the Board’s Recommendation

 

In accordance with Delaware law and the Fund’s Certificate of Incorporation and By-Laws, Directors are elected by a plurality of the votes cast at the Meeting by the stockholders entitled to vote.

 

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE THREE
NOMINEES AS CLASS III DIRECTORS.

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, including his or her beneficial ownership of Common Stock of the Fund. All of the information is as of December 31, 2008. The information with respect to the Directors is separately stated for Directors who have been determined to be Non-Interested Directors and Directors or nominees for Director who are deemed to be “interested persons” of the Fund under the 1940 Act.

 

 

 

 

 

 

 

The Fund’s officers are elected annually by the Board of Directors at its Annual Meeting following the Annual Meeting of Stockholders. In addition to the executive officers, the Fund’s other officer is Glen Fougere, an employee of Citi Fund Services. Mr. Fougere serves as the Fund’s Assistant Secretary.

 

The Board of Directors provides oversight with respect to the Fund’s governance, operations, performance and stockholder relations. In that capacity the Board, directly and through permanent and ad hoc committees, provides oversight of the Fund’s investment adviser, HCC, the Fund’s independent registered public accounting firm, Deloitte & Touche LLP (“D&T”), the Fund’s administrator and fund accountant, Citigroup Services, and Fund management.

 

The current members of the Audit Committee of the Board of Directors are Messrs. Brenner, Kraynak, Pineau-Valencienne and West and Mme. Hooper, each of whom is a Non-Interested Director. Mr. Brenner serves as Chairman of the Audit Committee. Mr. Witt, as Chairman of the Board of Directors, serves as an ex-officio member of the Audit Committee. In this capacity, Mr. Witt does not have any voting powers and is not counted for purposes of determining a quorum at meetings of the Audit Committee. Each member of the Committee, including Mr. Witt, also is “independent” under the listing standards of the New York Stock Exchange.

 

Pursuant to the Audit Committee Charter adopted by the Fund’s Board of Directors, 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 six meetings during the year ended December 31, 2008. The Fund’s Audit Committee Charter is available on the Fund’s website at www.swz.com.

 

The Board of Directors has a Governance/Nominating Committee whose current members are Messrs. Boillat, Brenner, Frey, Helbig, Kraynak, Pineau-Valencienne, West and Witt and Mme. Hooper, each of whom is a Non-Interested Director. Mr. Pineau-Valencienne serves as Chairman of the Governance/Nominating Committee. Each member of the Committee is “independent” under the listing standards of the New York Stock Exchange.

 

Among other responsibilities, the Governance/Nominating Committee selects and nominates persons for election or appointment by the Board as Directors of the Fund 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/Nominating Committee to be appropriate. In evaluating potential nominees, including any nominees recommended by stockholders, the Committee takes into consideration the factors listed in the Governance/Nominating Committee Charter, including character and integrity, experience in business, investment and economic matters in Europe, the United States, or Switzerland or political matters of Switzerland, and whether the Committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its stockholders. The Governance/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/Nominating Committee Charter and the Fund’s By-Laws. Any such recommendations should be submitted to: Secretary, The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York, New York 10020. The Governance/Nominating Committee held four meetings during the year ended December 31, 2008. The Fund does not provide a copy of the Governance/Nominating Committee Charter on its website, but the current Governance/Nominating Committee Charter is attached as Exhibit A to the Proxy Statement.

 

In 2008, the Board of Directors also established a Pricing Committee whose current members are Messrs. Brenner, Kraynak, Pineau-Valencienne, West and Witt and Mme. Hooper, each of whom is a Non-

Interested Director. Mr. West serves as Chairman of the Pricing Committee. The Pricing Committee assists in the fair valuation of the Fund’s portfolio securities for which market prices or quotations are not readily available or are deemed to be unreliable. The Pricing Committee held three meetings during the year ended December 31, 2008.

 

During the year ended December 31, 2008, the Board of Directors met four times. Each incumbent Director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all Committees of the Board on which he or she served (held during the period he or she was a Director). The Fund has no formal written policy regarding Directors’ attendance at annual meetings of stockholders. The Fund’s Directors, however, are encouraged to attend stockholders meetings and all of the current Directors, who were serving at the time, attended the Fund’s 2008 Annual Meeting of Stockholders.

 

Each Non-Interested Director of the Fund is paid an annual aggregate fee of $31,116, plus $1,300 for each meeting of the Board of Directors attended and $750 for each Committee meeting attended, if held separately. In addition, the Chairman of the Board receives an annual fee of $12,644, and the Chairmen of the Audit Committee and the Governance/Nominating Committee each receives an annual fee of $5,448. The annual fee of Non-Interested Directors (including the annual fee paid to the Chairmen of the Audit Committee and the Governance/ Nominating Committee) is adjusted annually, as of each January 1, in proportion to the increase in the Consumer Price Index for the preceding twelve month period. Each Director who is a Non-Interested Director and who is a member of the Audit, Governance/Nominating or Pricing Committees may be compensated for incremental work over and above attending a meeting based upon the value added to the Fund. Finally, the Fund reimburses Non-Interested Directors for certain out-of-pocket expenses, such as travel expenses in connection with Board meetings. During the year ended December 31, 2008, the incumbent Non-Interested Directors received from the Fund individual remuneration (exclusive of reimbursed expenses), as follows:

 

 

 

Sullivan & Cromwell LLP, who have served as counsel to the Non-Interested Directors since 1987, received approximately $102,801 for legal services rendered and disbursements incurred during 2008. Mr. West serves as Senior Counsel to such Firm. No executive officer of the Fund received aggregate compensation

from the Fund for the most recently completed fiscal year in excess of $60,000. Accordingly, no other persons have been included in the compensation table set forth above.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Under the securities laws of the United States, the Fund’s Directors, its executive (and certain other) officers, HCC and certain affiliated persons of HCC and any persons beneficially owning more than ten percent of the Fund’s Common Stock are required to report their ownership of the Fund’s Common Stock and any changes in that ownership to the Fund, the Securities and Exchange Commission (the “Commission”) and the New York Stock Exchange. Specific due dates for these reports have been established, and the Fund is required to report in this Proxy Statement any failure to file by these dates during 2008. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Fund during its most recent fiscal year, Forms 5 and amendments thereto furnished to the Fund with respect to its most recent fiscal year and written representations received from such persons, all of these requirements appear to have been satisfied by such persons during the year ended December 31, 2008.

 

Security Ownership of Certain Beneficial Owners

 

As of December 31, 2008, no stockholder, to the knowledge of the Fund, other than 1607 Capital Partners, LLC, 4991 Lake Brook Drive, Suite 125 Glen Allen, Virginia 23060, and Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112, beneficially owned more than five percent of the Fund’s outstanding shares of Common Stock. 1607 Capital Partners, LLC, on behalf of its advisory clients, filed on February 17, 2009, a beneficial ownership report on Schedule 13G/A with the Commission stating that as of December 31, 2008 it beneficially owned 3,631,889 shares of Common Stock, and Lazard Asset Management LLC, on behalf of its advisory clients, filed on February 10, 2009, a beneficial ownership report on Schedule 13G/A with the Commission stating that as of December 31, 2008, it beneficially owned 2,424,956 shares of Common Stock. Based on such filings, these holdings represented approximately 10.94% and 7.30% of the Fund’s outstanding shares of Common Stock, respectively, as of December 31, 2008.

 

PROPOSAL 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

At a meeting held on March 10, 2009, the Audit Committee of the Fund’s Board of Directors approved, and the Board of Directors approved and ratified, Deloitte & Touche LLP to act as the independent registered public accounting firm for the Fund for the year ending December 31, 2009. Based principally on representations from D&T, the Fund knows of no direct financial or material indirect financial interest of D&T in the Fund. D&T, or a predecessor firm, has served as the independent registered public accounting firm for the Fund since 1987. No representative of D&T is expected to be present at the Meeting. Neither the Fund’s Certificate of Incorporation nor By-Laws requires that the stockholders ratify the appointment of D&T as the Fund’s independent registered public accounting firm, but the Fund is doing so as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee and the Fund’s Board of Directors will reconsider whether or not to retain D&T, but may retain such independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee and the Board of Directors in their discretion may change the appointment at any time during the year if they determine that such change would be in the best interests of the Fund and its stockholders.

 

Certain Information Concerning Deloitte & Touche LLP

 

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by D&T for the audit of the Fund’s annual financial statements, or services that are normally provided by D&T in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $52,656 in 2007 and $39,000 in 2008.

 

(b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services rendered by D&T that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under paragraph (a) above.

 

There were no fees billed by D&T in the Reporting Periods for services rendered by D&T to HCC or any entity controlling, controlled by or under common control with HCC that provides ongoing services to the Fund (“Service Affiliates”).

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by D&T for tax compliance, tax advice and tax planning (“Tax Services”) were $4,625 in 2007 and $5,000 in 2008. These Tax Services consisted of review or preparation of U.S. federal, state, local and excise tax returns.

 

(d) All Other Fees. D&T did not provide any additional services in the Reporting Periods other than those services reported in paragraphs (a) through (c) above.

 

Audit Committee Pre-Approval Policies. The Audit Committee pre-approves D&T’s engagements for audit and non-audit services to the Fund and non-audit services to Service Affiliates on a case-by-case basis as required. Pre-approval considerations include whether the proposed services are compatible with maintaining D&T’s independence.

 

Non-Audit Fees. The aggregate non-audit fees billed by D&T for services rendered to the Fund for the Reporting Periods were $4,625 in 2007 and $5,000 in 2008 (for the Tax Services described above). There were no fees billed in the Reporting Periods for non-audit services rendered by D&T to Service Affiliates.

 

Auditor Independence. The Audit Committee considers whether the provision of any non-audit services rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining D&T’s independence.

Required Vote and the Board’s Recommendation

 

The selection of the Fund’s independent registered public accounting firm will be ratified if approved by a majority of shares present in person or represented by proxy at the Meeting and entitled to vote thereon.

 

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2 TO RATIFY THE SELECTION
OF DELOITTE & TOUCHE LLP AS THE FUND’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2009.

 

REPORT OF AUDIT COMMITTEE

 

The Audit Committee has exclusive oversight of the Fund’s financial reporting process. The Committee operates pursuant to a Charter which has been approved by the Board, a copy of which is available on the Fund’s website at www.swz.com. As set forth in the Charter, Management of the Fund is responsible for the (i) preparation, presentation and integrity of the Fund’s financial statements, (ii) maintenance of appropriate accounting and financial reporting principles and policies and (iii) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Fund’s independent registered public accounting firm, D&T, is responsible for auditing the Fund’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

 

In the performance of its oversight function, the Committee has considered and discussed the December 31, 2008 audited financial statements with Management and with D&T. The Committee has also discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board AU Section 380, Communication With Audit Committees, as currently in effect. Finally, the Committee has reviewed the written disclosures and the letter from D&T required by Public Company Accounting Oversight Board Rule 3526, Communicating with Audit Committees Concerning Independence, as currently in effect, and has discussed with D&T the auditors’ independence.

 

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 D&T. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that Management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that D&T is, in fact, “independent.”

 

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Charter, the Committee determined, and recommended to the Board, that the Fund’s audited financial statements be included in the Fund’s Annual Report to Stockholders for the year ended December 31, 2008, and filed with the Commission.

 

Paul R. Brenner, Esq., Audit Committee Chairman

R. Clark Hooper

Michael J. Kraynak, Jr.

Didier Pineau-Valencienne

Stephen K. West, Esq.

 

Dated: February 19, 2009

 

PROPOSAL 3: ENTERING INTO FUTURES AND FORWARD CONTRACTS AND CERTAIN OPTION CONTRACTS

 

HCC believes it is appropriate to modify certain investment restrictions that are fundamental (which means they can be changed only upon a stockholder vote) to permit the Fund to enter into futures and forward contracts and options thereon, and certain option contracts not already permitted by the Fund’s policies (which are referred to collectively as “strategic transactions”). Management of the Fund believes that the current restrictions prohibit the Fund from using certain strategic transactions, described below, that HCC desires to employ principally to manage the Fund’s market risk and exposure to changing security prices (i.e., hedging purposes) and as a sometimes more efficient substitute for a comparable equity position. Certain transactions also may provide incidental income generation.

 

If approved by stockholders, the Fund would be permitted, but not required, to enter into various strategic transactions, including, but not limited to, the following:

 

 

 

 

The Fund could engage in these transactions on an established Swiss or European exchange (for example, Eurex) and in the over-the-counter market.

 

Rationale for Proposal

 

During the current global economic crisis, the volatility of the markets, including those for Swiss equity and equity-linked securities, has increased and, in some instances, the liquidity of individual securities and market segments has declined. To provide the Fund with additional tools to address current and anticipated market challenges, HCC desires the ability to enter into certain strategic transactions, which would be used to accomplish two primary goals: (1) reduce market risk and exposure to falling security prices (i.e., hedging) and (2) when appropriate, invest its excess cash through a more efficient substitute for a comparable equity position. (i.e., market exposure) in a rising market environment.

 

The Fund expects to enter into the proposed strategic transactions principally for hedging purposes. The Fund would seek to hedge its market risk in falling market conditions primarily by selling (i.e., writing) futures and forward contracts. Strategic transactions on securities generally would be used to attempt to hedge against downward price movements in one or more particular securities positions that the Fund owns or intends to acquire. Strategic transactions on indices generally would be used to attempt to hedge against downward price movements in market sectors in which the Fund has invested or expects to invest.

 

At times when the Fund holds excess cash and HCC does not believe that there is an attractive comparable equity position available for investment by the Fund or that the Fund’s ability to invest in the position, because of size or liquidity constraints, is unfavorable, the Fund would enter into a strategic transaction as an efficient substitute until such time as HCC was able to buy the equity security or securities and close out of the strategic transaction. The Fund would seek to gain market exposure primarily by buying futures and forward contracts. These types of strategic transactions will tend to increase the volatility of the Fund’s returns.

 

Investments in these strategic transactions could be combined with the Fund’s existing options strategies in order to adjust the risk and return characteristics of the Fund’s overall strategy in a manner deemed appropriate to HCC and consistent with the Fund’s investment objective and policies. The Fund’s Board has imposed limitations on the Fund’s use of strategic transactions. See “Limitations on Strategic Transactions” below.

 

Types of Strategic Transactions

 

Futures Contracts. The Fund may buy futures contracts as a means to efficiently invest (or “equitize”) cash in a rising market when an attractive comparable equity position is not otherwise available. In connection with the purchase of a futures contract, the Fund would segregate sufficient cash or liquid assets to cover the Fund’s obligations under the contract. To the extent the Fund segregates cash to cover its obligations, it will eliminate any effect of leverage on its portfolio.

 

The Fund would sell (i.e., write) futures contracts only for the purpose of hedging the Fund’s portfolio against a falling market. To the extent the Fund sells a future on a security or basket of securities, and segregates liquid assets other than cash to cover its obligations, leverage may be employed.

 

A security futures contract is an agreement between two parties to buy and sell a security or basket of securities for a set price on a future date. In most cases, either party can close out its position on the exchange for cash, without delivering the security. A stock index future is a contract for the future delivery of a sum of money based on the value of a stock index. An option on a futures contract gives the purchaser of the option the right to buy from or sell to the writer of the option a position in a futures contract at a specified price on or before a specified expiration date. Futures contracts are listed and traded on exchanges.

 

Although some futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out before delivery by cash settlement or by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). Closing out a futures contract, which has been sold as part of the Fund’s hedging strategy, may be effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. When the Fund closes out a futures contract, which it has purchased to anticipate a rising market, by selling an offsetting futures contract, if the offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. Transaction costs also are included in these calculations.

 

An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position to the purchaser of the option will be accompanied by delivery of the accumulated balance in the seller’s futures margin account. In the case of a purchased call, the balance represents the amount by which the market price of the futures contract exceeds the exercise price of the option. In the case of a put, the balance represents the amount by which the market price of the futures contract is less than the exercise price of the option. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction costs). Because the value of the option is fixed at the point of sale, there are no daily cash payments to reflect changes in the value of the underlying contract; however, the value of the option does change daily and that change would be reflected in the Fund’s net asset value. The Fund intends only to buy options on futures contracts and will not sell options on futures contracts without prior Board approval and notice to the Fund’s stockholders.

 

Forward Contracts. The Fund would buy and sell forward contracts for the same reasons its would buy and sell futures contracts and would segregate (i.e., “cover”) assets accordingly. A forward contract involves a privately negotiated obligation to purchase or sell a specific security, basket of securities or financial instrument at a future date, which may be any fixed number of days from the date of the contract as agreed upon by the parties, at a price set at the time of the contract. Forward transactions are conducted in the over-the-counter market and are not guaranteed by an exchange. Forward contracts are similar to futures contracts, except that futures contracts are traded on exchanges, paid by the exchanges and are standardized as to contract size and delivery date. In addition, forward contracts, unlike futures contracts, do not typically require margin payments. However, forward contracts are subject to the same segregation requirements as futures contracts.

 

Put Options. A put option on a security gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security or securities at the exercise price at any time during the option period or at a specific date. A put option on an index operates similarly but is settled by a cash payment. The Fund may write put options to realize, through the receipt of premiums, a greater return than would be realized on the underlying securities alone. The Fund receives a premium from writing put options which it retains whether or not the option is exercised, although the Fund has loss exposure when the price of the underlying security or index declines below the price at which the option may be exercised (minus the premium received). The purpose of this strategy is similar to the one the Fund currently employs with respect to selling covered call options, but, unlike the sale of covered call options, the sale of put options involves the risk of loss to the Fund’s net asset value. The Fund will “cover” its written put options by segregating assets, as described below. The Fund intends only to write put options with respect to specific securities in which the Fund may invest. The Fund will not write put options with respect to Swiss stock indicies or baskets of securities in which the Fund may invest without prior Board approval and notice to the Fund’s stockholders.

 

Strategic Transactions Risk

 

Engaging in strategic transactions involves risk of loss to the Fund which would adversely affect the value of the Fund’s net assets. Strategic transactions can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular transaction and the Fund as a whole. If the Fund invests in a strategic transaction at inopportune times or if HCC judges market conditions incorrectly, such investment may lower the Fund’s return or result in a loss.

 

When purchasing a security, basket of securities or financial instrument on a futures or forward basis, the Fund assumes the rights and risks of ownership of the security or instrument, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. Because the Fund is not required to pay for these securities or instruments until the delivery date, these risks are in addition to the risks associated with the Fund’s other investments.

 

Counterparty Risk. Futures contracts may be purchased on established Swiss or European exchanges and are guaranteed by the clearing house which is the issuer or counterparty to such transactions. This guarantee usually is supported by a daily variation margin system operated by the clearing house in order to reduce overall credit risk. As a result, unless the clearing house defaults, there is relatively little counterparty credit risk associated with futures contracts purchased on an exchange. By contrast, no clearing house guarantees forward contracts that are purchased in the over-the-counter market. Therefore, each party to such a contract bears the risk that the counterparty will default. In addition, forward contracts do not require margin payments. Accordingly, HCC will evaluate the creditworthiness of counterparties to over-the-counter strategic transactions.

 

Market Risk. Successful use of strategic transactions by the Fund is subject to HCC’s ability to anticipate correctly movements in the direction of the relevant market and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the futures or forward contract. For example, if the Fund uses futures or forward contracts on indices to hedge against the possibility of a decline in the market value of its portfolio securities and the prices of such securities instead increase, the Fund will lose part or all of the benefit of the increased value of securities which it has hedged because it will have offsetting losses in its futures and forward positions. Furthermore, to the extent the Fund has segregated, or is required to segregate, cash to meet its coverage requirements, described below, it may have to sell securities to meet those requirements. As a result, the Fund may have to sell such securities at a time when it may be disadvantageous to do so.

 

Liquidity Risk. Although the Fund intends to buy or sell futures contracts or buy options thereon only if there is an active market for such contracts or options, no assurance can be given that a liquid secondary market will exist for any particular contract or option at any particular time, and for some options no such secondary market may exist. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended

for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses. In addition, over-the-counter strategic transactions, such as forward contracts, are less liquid than exchange-traded strategic transactions, such as futures contracts, because the other party to a transaction may be the only investor with sufficient understanding to be interested in bidding for it.

 

Segregation. The Fund may be required to segregate cash or other permissible liquid assets, or engage in other measures approved by the SEC or its staff, to “cover” the Fund’s obligations relating to its strategic transactions. For example, in the case of strategic transactions that are not contractually required to periodically cash settle, the Fund must set aside cash or other liquid assets equal to such contracts’ full notional value (generally, the total numerical amount of the asset underlying a future contract at the time of valuation) while the positions are open. With respect to strategic transactions that are contractually required to periodically cash settle, however, the Fund is permitted to set aside cash or other liquid assets in an amount equal to the Fund’s daily marked-to-market net obligation (i.e., the Fund’s daily net liability) under the contracts, if any, rather than such contracts’ full notional value. By setting aside assets equal to only its net obligations under periodically cash-settled strategic transactions, the Fund may employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.

 

The Fund’s use of strategic transactions may have the economic effect of leverage by creating additional investment exposure. Using leverage is a speculative investment technique and involves certain risks. These include higher volatility of the Fund’s net asset value and the likelihood of more volatility in the market value of the Fund’s common stock. The Fund, however, will manage its use of strategic transactions so that they would not be considered to constitute “senior securities” under the 1940 Act. To the extent the Fund segregates cash to cover its obligations, it will eliminate any effect of leverage on its portfolio.

 

Limitations on Strategic Transactions

 

The Fund’s Board has established certain internal restrictions as a means to limit the Fund’s exposure under its strategic transactions. The Board has limited the use of futures and forwards contracts, and options thereon, so that the Fund’s marked-to-market unrealized loss on any business day of the Fund does not exceed 5% of the value of the Fund’s net assets. In addition, the Board has limited the total amount of the notional value that the Fund can invest in futures and forwards contracts, and options thereon, to 20% of the Fund’s net assets. To the extent either limit is exceeded, HCC will promptly seek to close out all or a portion of the Fund’s strategic transactions to reduce the Fund’s exposure to below the relevant internal restriction. See “Strategic Transactions Risk — Liquidity Risk” above for a discussion of the risk of the Fund’s inability to close out strategic transactions. These restrictions may not be changed without prior Board approval and notice to the Fund’s stockholders.

 

The Fund will not be a commodity pool (i.e., a pooled investment vehicle which trades in commodity futures contracts and options thereon and the operator of which is registered with the Commodity Futures Trading Commission). In addition, prior to entering into these strategic transactions, the Fund will file a notice with the National Futures Association for an exclusion from the definition of commodity pool operator and, therefore, will not be subject to registration or regulation as a pool operator under the Commodity Exchange Act.

 

HCC believes that the proposed changes are in the best interests of the Fund and will enhance its ability to manage the Fund’s assets, especially in a rapidly changing market.

 

The Fund’s current investment restrictions with respect to investing in strategic transactions read as follows:

 

The Fund may not:

 

Make short sales of securities or maintain a short position in any security.

 

Purchase securities on margin, except such short-term credits as may be necessary or routine for the clearance or settlement of transactions.

 

Buy or sell commodities, commodity contracts, futures contracts, real estate or interests in real estate, except that the Fund may purchase and sell securities issued by Swiss Real Estate Companies, and the Fund may acquire, hold and sell real estate or mortgages on real estate as a result of default, liquidation or other distributions of an interest in real estate as a result of the Fund’s ownership of securities of Swiss Real Estate Companies.

 

If this Proposal 3 is approved by the Fund’s stockholders, the Fund’s investment restrictions would read as follows (new language is underscored and language to be deleted is in brackets):

 

The Fund may not:

 

Buy or sell physical commodities and commodity contracts, [futures contracts,] real estate or interests in real estate, except that the Fund may purchase and sell securities issued by Swiss Real Estate Companies, and the Fund may acquire, hold and sell real estate or mortgages on real estate as a result of default, liquidation or other distributions of an interest in real estate as a result of the Fund’s ownership of securities of Swiss Real Estate Companies. This restriction shall not prohibit the Fund from purchasing, selling or entering into options and futures and forward contracts, and options thereon when their economic return is not determined by reference to the price of physical commodities or commodity contracts.

 

Make short sales of securities or maintain a short position in any security, except that the Fund may enter into options and futures and forward contracts, and options thereon that have the same economic effect as short sales of securities.

 

Purchase securities on margin, except such short-term credits as may be necessary or routine for the clearance or settlement of transactions and any margin deposits required to be made in connection with options and futures and forward contracts, and options thereon.

 

Required Vote and the Board’s Recommendation

 

Approval of Proposal 3 requires the affirmative vote of (a) 67% of the Fund’s outstanding voting securities present at the Meeting, if the holders of more than 50% of the Fund’s outstanding voting securities are present or represented by proxy, or (b) more than 50% of the Fund’s outstanding voting securities, whichever is less.

 

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING THE NON-INTERESTED DIRECTORS,

UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 3 TO APPROVE THE CHANGES TO THE FUND’S FUNDAMENTAL INVESTMENT RESTRICTIONS TO PERMIT THE FUND TO ENTER INTO FUTURES AND FORWARD CONTRACTS AND CERTAIN OPTION CONTRACTS.

 

OTHER MATTERS

 

No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of stockholders properly arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interest of the Fund.

 

Stockholders who wish to communicate with Directors should send communications to The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York, New York 10020, 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

 

Stockholder proposals intended to be presented at the Fund’s Annual Meeting of Stockholders in 2010 must be received by the Fund on or before December 31, 2009 in order to be included in the Fund’s

Proxy Statement and form of Proxy relating to that meeting. In addition, the Fund’s By-Laws provide that if a stockholder of record entitled to vote desires to bring proposals (including Director nominations) before the 2010 Annual Meeting, written notice of such proposals as prescribed in the By-Laws must be received by the Fund’s Secretary, The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York, New York 10020, between February 10, 2010 and March 12, 2010.

 

For additional requirements, stockholders may refer to the By-Laws, a current copy of which may be obtained without charge upon request from the Fund’s Secretary. If the Fund does not receive timely notice pursuant to the By-Laws, the proposal will be excluded from consideration at the meeting.

 

EXPENSES OF PROXY SOLICITATION

 

The Fund will bear the cost of soliciting proxies on behalf of the Board of Directors. The Fund has engaged Georgeson Inc. to serve as Proxy solicitor at an anticipated cost of between $20,000 and $35,000, plus disbursements. In addition to the use of mails, Proxy solicitations may be made by telephone, fax and personal interview by the Fund’s officers and officers of HCC. Brokerage houses, banks and other fiduciaries may be requested to forward Proxy solicitation material to their customers to obtain authorization for the execution of proxies, and they will be reimbursed by the Fund for out-of-pocket expenses incurred in this connection. If you have any questions concerning this Proxy solicitation, please contact Georgeson Inc., Telephone Number: 1-800-561-3947.

 

Authorizations to execute Proxies may be obtained by telephonic transmitted instructions in accordance with procedures designed to authenticate the stockholder’s identity. In all cases where a telephonic Proxy is solicited, the stockholder will be asked to provide his or her address, social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) and the number of shares owned and to confirm that the stockholder has received the Proxy Statement and Proxy card in the mail. Within 72 hours of receiving a stockholder’s telephonic transmitted voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been taken in accordance with the stockholder’s instructions and to provide a telephone number to call immediately if the stockholder’s instructions are not correctly reflected in the confirmation. Any stockholder giving a Proxy may revoke it at any time before it is exercised by submitting a new Proxy to the Fund or by attending the Meeting and voting in person.

 

VOTING RESULTS

 

The Fund will advise the 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.

 

If you have any questions concerning this Proxy solicitation, please contact Georgeson Inc., Telephone Number: 1-800-561-3947.

 

EXHIBIT A

 

GOVERNANCE AND NOMINATING COMMITTEE
CHARTER AND PROCEDURES

 

THE SWISS HELVETIA FUND, INC.

 

Organization

 

The Governance and Nominating Committee (the “Committee”) of the Fund shall be composed solely of Directors (“Directors”) who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”). The Board of Directors of the Fund (the “Board”) shall select the members of the Committee and shall designate the Chair of the Committee. Among other responsibilities, the Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund, act on matters that are required by the 1940 Act to be considered by the Independent Directors acting separately (including those matters described in Appendix A hereto), and oversee the annual assessment of the effectiveness of the Board as set forth below and such other matters of Fund governance as may be delegated to it by the Board or determined by the Committee to be appropriate.

 

Evaluation of Potential Nominees

 

In evaluating a person as a potential nominee to serve as a Director of the Fund (including any nominees recommended by stockholders as provided below), the Committee shall consider, among other factors it may deem relevant:

 

 

In addition to the factors listed above, when evaluating a potential nominee to serve as a Director, the Committee shall consider whether such nominee has “Relevant Experience and Country Knowledge” and whether such nominee has any “Conflict of Interest,” as such terms are defined in Article II, Section 2 of the Fund’s Amended and Restated By-Laws, which is attached as Appendix B hereto.

 

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., 1270 Avenue of the Americas, Suite 400, New York, New York 10020. 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 Fund’s stockholders, each Independent Director may, if he or she believes it necessary, communicate privately with the Chair of the Board,* to discuss his or her views of the performance of the Board as a whole and, if appropriate, re-nominations to the Board of Directors. The Chair shall review and consider the views, if any, of the Independent Directors and report to the Committee his conclusions. The Committee will then discharge its responsibility to recommend appropriate changes, and re-nominations to the Board of Directors.

 

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 Independent Director shall communicate privately with the Chair of the Committee, who in turn will follow the same procedure as outlined above to be followed by the Chair of the Board.

 

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.

 

Any Director who attains the age of 80 during his or her service of the Board of Directors shall be ineligible for re-nomination to the Board of Directors at the conclusion of the term during which he or she attains such age. In addition, no nominee recommended by a Fund stockholder who has attained the age of 80 at the time of nomination shall be qualified to serve as a Director. The age limitation for both incumbent Directors and any other nominee may be waived by a majority of the Committee members then in office.

 

Governance

 

The Committee shall assess the effectiveness of the Board in the following matters and such other matters of the Board’s effectiveness, as it deems appropriate and orally report its findings and recommendations to the Board for its consideration at its September meeting.

 

 

 

The Committee also shall consider such other matters of governance it deems appropriate and report its findings to the Board.

 

 

*    If the Chair is not an Independent Director, the Independent Directors will select each year one of their number to perform these functions.

Meetings

 

The Committee shall meet at least annually and at other such times as may be appropriate coincident with the quarterly Board meetings. The Secretary of the Fund, in consultation with the Committee’s Chair, or his or her designee, shall prepare an agenda to accompany the materials provided to the Committee prior to its meeting.

 

All reasonable efforts shall be made so that the agenda and accompanying materials for each Board meeting and Committee meeting to be held concurrently with the Board meeting are transmitted to all Directors no fewer than fourteen days in advance of the relevant meeting, and the draft agenda for all Board meetings is transmitted to the Independent Directors for approval at least twenty-one days in advance of the Board meeting date. Unless comments are received by the fourteenth day before the Board meeting, the draft agenda shall be deemed satisfactory.

 

Review of Charter and Procedures

 

The Committee shall review the charter and procedures from time to time, as it considers appropriate.

 

As Revised: March 9, 2009

 

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:

 

 

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.

 

Appendix B

 

Article II, Section 2 of the Fund’s Amended and Restated By-Laws

 

Section 2. Qualifications for Office.

 

To be eligible for nomination as a director a person must, at the time of such person’s nomination, have Relevant Experience and Country Knowledge (as defined below) and must not have any Conflict of Interest (as defined below). Whether a proposed nominee satisfies the foregoing qualifications shall be determined by the Board of Directors.

 

“Relevant Experience and Country Knowledge” means experience in business, investment and economic matters in Europe, the United States, or Switzerland or political matters of Switzerland through service:

 

(a)     for at least 5 years in one or more of the following principal occupations:

 

(1)     senior executive officer, including senior legal officer, or partner of a financial or industrial business headquartered in Europe that has annual revenues of at least the equivalent of US $500 million and whose responsibilities include or included supervision of European business operations;

 

(2)     senior executive officer, including senior legal officer, or partner of a financial or industrial business headquartered in the United States that has annual revenues of at least the equivalent of US $500 million and whose responsibilities include or included supervision of European business operations;

 

(3)     senior executive officer, including senior legal officer, or partner of an investment management business having at least the equivalent of US $500 million under discretionary management for others in securities of European companies or securities principally traded in Europe;

 

(4)     senior executive officer or partner (including a lawyer appointed “of counsel”) (i) of a business consulting, accounting or law firm having a substantial number of professionals, and (ii) one of whose principal responsibilities includes or included providing services involving European matters or clients for financial or industrial businesses or investment businesses as described in (1)-(3) above;

 

(5)     senior official (including ambassador or minister or elected member of the legislature) in the national or cantonal government, a government agency or the central bank of Switzerland, in a major supranational agency or organization of which Switzerland is a member, in a leading international trade organization relating to Switzerland, in each case in the area of finance, economics, trade or foreign relations, or in a self-regulatory organization with direct or indirect responsibility for investment or sales practices related to registered investment companies;

 

(6)     director of this [Fund] at the time of nomination for at least five years; or

 

(7)     officer, director, partner, or employee of the [Fund’s] investment advisor or of an entity controlling, controlled by or under common control with the [Fund’s] investment advisor; and

 

(b)     for at least 10 years as a senior executive officer (including senior legal officer), director, partner, or senior official (including elected ambassador or minister or elected member of the legislature) of one or more of the following: (1) a financial or industrial business; (2) an investment management business; (3) a business, consulting, accounting or law firm; (4) a national government, a government agency or central bank, a major supranational agency or organization, or a leading international trade organization, in each case

in the area of finance, economics, trade or foreign relations; or (5) a self-regulatory organization with direct or indirect responsibility for investment or sales practices related to registered investment companies.

 

“Conflict of Interest” means the presence of a conflict with the interests of the [Fund] or its operations through any of the following:

 

(1)     current position as a director, officer, partner or employee of another investment fund whose investment focus is principally (i.e., over 50% of total assets) securities of Swiss companies or securities principally traded in Swiss markets and that does not have the same investment advisor as the [Fund] or an investment advisor affiliated with an investment advisor of the [Fund];

 

(2)     current position as a director, officer, partner, or employee of the investment advisor, sponsor or equivalent of an investment vehicle described in the previous point and who is involved in the day to day operations of such vehicle or the investment decisions made with respect to such vehicle; or

 

(3)     current position as an official of a governmental agency or self-regulatory body having responsibility for regulating the [Fund] or the markets in which it proposes to invest.