SECURITIES AND EXCHANGE COMMISSION

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UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DJVISIONOF

INVESTMENT MANAGEMENT

Stuart H. Coleman, Esq.

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038-4982

Re:

May 5,2010

The Swiss Helvetia Fund, Inc: - Shareholder Proposal of Mr. Walter S.

Baer

Dear Mr. Coleman:

In a letter dated April 2, 2010, you notified the Securities and Exchange

Commission ("Commission") ofthe intent of The Swiss Helvetia Fund, Inc., ("Fund") to

omit from its 2010 proxy materials a shareholder proposal ("Proposal") and supporting

statement ("Supporting Statement") submitted by Walter S. Baer ("Proponent"). We also

received a letter from the Proponent opposing your request to exclude his Proposal and

Supporting Statement.

The Proposal asks the Fund's board of directors to take the steps necessary to

adopt an interval fund structure, whereby the Fund would conduct periodic tender offers

at least semiannually for at least 10% of currently outstanding common shares at a price

of at least 98% ofnet asset value. 1

You argue that the Proposal may be excluded because: pUI:suant to Rule 14a

8(i)(10) under the Securities Exchange Act of 1934, it has been substantially

implemented in that the board of directors has considered and rejected the adoption of an

interval fund structure, including a structure based on the terms contained in the Proposal;

pursuant to Rule 14a-8(i)(7), it deals with a matter relating to the Fund's ordinary

business operations; pursuant to Rules 14a-8(i)(2) and (i)(6), it would constitute a

violation of law and is beyond the authority of the board to submit to shareholders a

proposal that it deems to be against shareholders' best interest; and, pursuant to Rule 14a

8(i)(3), it is contrary to other proxy rules or regulations that permit the exclusion of

proposals that are vague and indefinite. You further argue that certain portions of the

Proponent's Supporting Statement are false or misleading pursuant to Rule 14a-9 and

may be excluded pursuant to Rule 14a-8(i)(3).

We are unable to concur in your view that the Fund may exclude the Proposal

pursuant to Rules 14a-8 (i)(2), (i)(3), (i)(6), (i)(7), or (i)(10). Further, we are unable to

You state that the Fund and the Proponent both agree that the Proposal is precatory and only

reconunends that the board take action to convert the Fund to an interval fimd structure.

Stuart H. Coleman, Esq.

May 5, 2010

Page 2

concur in your view that portions ofthe Supporting Statement rise to the level ofbeing

materially false or misleading. We note that the Fund will have an opportunity to include

it its proxy statement arguments reflecting its own point ofview on the Proposal. See

Rule 14a-8(m)(1); Division of Corporation Finance, Staff Legal Bulletin 14B, Section B

(Sept. 15,2004). Accordingly, we do not believe that the Fund may omit the Proposal or

portions of the Proponent's Supporting Statement pursuant to Rules 14a-8 (i)(2), (i)(3),

(i)(6), (i)(7), or (i)(10).

We note that the Fund did not file its statement of objections to including the

Proposal in its proxy materials at least 80 calendar days before the date on which it will

file definitive proxy materials as required by Rule 14a-8(j)(l). We have considered your

rationale for the delay, but do not agree to a waiver of the 80-day requirement.

Attached is a description ofthe informal procedures the Division of Investment

Management follows in responding to shareholder proposals. If you have any questions

or comments concerning this matter, please call me at (202) 551-6970.

Sincerely,

Maryllole

Senior Counsel

cc:

Walter S. Baer

DIVISION OF INVESTMENT MANAGEMENT

INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Divi~ion of.Investment Management believes that

its responsibility with respect to matters arising under

Rule 14a-S [17 CFR 240.14a-S], as with other matters under

the proxy rules, is to aid those who must comply with the

rule by offering informal advice and suggestions and to

determine, initially, whether or not it may be appropriate

in a particular matter to recommend enforcement action to

the Commission. In connection with a shareholder proposal

urider Rule 14a-8, the Division's staff considers the

information furnished to it by an investment company in

'support of its intention to exclude the proposals from the

investment company's proxy material, as well as any

information furnished by the proponent or the proponent's

representative.

The staff will always consider information concerning

alleged violations of the statutes administered by the

Commission, including argument as to whether or not

activities proposed to be taken would violate the statute

or rule involved. The receipt by the staff of such

information, however, should not be construed as changing

the staff's informal procedures and proxy review into a

formal or adversary procedure.

The determinations reached by the staff in connection

with a shareholder proposal submitted to the Division under

Rule 14a~S do not and cannot purport to "adjudicate" the

merits of an investment company's position with respect to

the proposal. Only a court, such as a u.S. District Court,

can decide whether an investment company is obligated to

include shareholder proposals in its proxy materials.

Accordingly, a discretionary determination not to recommend

or take. Commission enforcement action, does'not preclude a

proponent, or any shareholder of an investment company,

from pursuing any rights he or she may have against the

investment company in court, should the management omit the

proposal from the investment company's proxy materials.

STROOCK

By Email

Ii.

stuait H. Coleman

Direct Dial 212.806.6049

Direct Fax 212.806.9049

scoleman@Stroock.com

April 2, 2010

Securities and Exchange Commission

Division ofInvestment Management

Office of Chief Counsel .

100 F Street, N.E.

Washington, DC 20549

Re:

.,If

The Swiss Helvetia Fund, Inc.-Intention to Omit Stockholder Proposal of Mr.

Walter S. Baer

Ladies and Gentlemen:

In accordance wi:th Rule 14a-8G) under the Securities Exchange Act of1934, as amended,

we hereby give notice on behalf of The Swiss Helvetia Fund, Inc., a non-diversified,

closed-end management investment company incorporated in Maryland (the "Fund"), of

the Fund's intention to omit ~m its proxy statement and proxy card (the "Proxy

Materials") for its 2010 Annual Meeting of Stockholders (the "Meeting") the stockholder

proposal and the statement supporting the proposal (together, the "Proposal") submitted to

the Fund by Mr. Walter S. Baer (the "Proponent") under cover ofa letter dated December

16, 2009. A copy ofthe Proposal is attached as ExlribitAand a copy ofall correspondence

between the Fund and the Propo~ent conc~rning the Proposal is attached as Exhibit B.

;

We believe that 'the Proposal may be excluded, among other reasons, under Rule 14a

8(i)(10) because it has been substantially implemented. On behalfofthe Fund, we hereby

respectfully request that the staff (the "Staffll) ofthe Securities and Exchange·Comnllssion

(the "Commission") express its intention not to recommend enforcement action if the

Proposal is excluded from the Fund's Proxy Materials for the reasons set forth herein.

The Proposal

The Proposal asks the Board of Directors of the Fund (the "Board") to take the steps

necessary to adopt an interval fund structure, pursuant to which the Fund would conduct

;

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repurchase offers on, at minimum, a semi-annual basis for at least 10% ofthe Fund's then

outstanding shares ofcommon stock ata price ofat least 98% of the Fund's net asset value. 1

Corresponde~ce with the· Proponent; Board Meeting to Consider the Proposal

The following chart summarizes the correspondence between the Fund and the Proponent,

the :full content ofwhich is included as Exhibit B to this letter.

Date

(SentIReceived by

the Fund)

12/2812009

Sender

Proponent

Letter Content

Initial Proposal

Noteworthv Tonics

Proposal failed to comply with all

of the procedural requirements of

Rule 14a-8(b)

Propon~t

Letter from Broker

Content did not satisfy Rule 14a

8(b)

(Received)

01/0412010

(Received)

01/08/2010

Fund

(Sent)

01/1212010

Proponent

Notification of

Proposal Defects

under Rule 14a

8 (b)

Letter from Broker

(Received)

Letter provided instruction on

method and time to cure

procedural defects; Notified

Proponent of subsequent letter

identifying substantive ~efects of

the Proposal

!i,

Cured Ru1e 14a-8(b) defects

01/2212010

(Sent)

FuIid

Notification of

Cited specific provisions ofRule

Proposal Defects

14a-8(i) and provided rationale for

under Rule 14a.-8(i) .exclusion; Suggested mew.s to

amend or withdraw Proposal

0112912010

(Received)

Proponent

Resubmission of

Proposal

Clarification by Proponent that'

Proposal was precatory; No other

proposed revisions to Proposal

After receiving the Proponent's response onJanuary 29,2010, the Board dete:mrined that in

light of the pendency of the preparation of the Fund's Proxy Materials, it would consider

the Proposal as if the Proposal (i) had been submitted to and approved by ·the Fund's

·Although not referenced explicitly in the Proposal, the oilly way for the Fund lawfully.to conduct the

periodic repurchases conte1:npJated by the Proponent is for the Fund to convert from a closed-end fund

ro 311 interval fund and operate in compliance with Rule 23c-3 under the Investment Company Act of

1940, as amelided (the "1940 Act").

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ApD12, 2010

Page 3

stockholders at the Meeting and (ii) did not contain any of the deficiencies identified

previously to the Proponent. Among other benefits, this approach eliminated the cost and

burden of seeking a stockholder vote ou the Proposal

On Febroary 25, 2010~ the Board convened a duly authorized special meeting for the

purpose of determining whether the adoption of an interval fund structure, in4uding'a

structure based on the terms contained in the Proposal, was in the Fund's best interest.

After considerab'le discussion and review ofmaterials prepared specifically for the meeting,

hIc1uding information prepared by an independent .third party :financial services :firm

engaged by the Fund, the Board concluded that converting to an interval fund, including

on the terms contained in the Proposal, was not in the best interest of the Fund and its

stockholders. The Fund then promptly notified the Proponent of the outcome of the

Board's considerations. A copy of the minutes of that meeting is attached as' Exhibit C.

Date

(SentlReceived by

the Fund)

03/02/2010

Sender

Fund

Letter Content

Notification of

Board Meeting

Proponent

Resubmission of

PropOsal

(Sent)

03/03/2010

(Received)

Noteworthv TODics

·Notified. Proponent offormal

Board consideration ofProposal;

Requested withdrawal of-Proposal.

Prop~nent declined Fund's

request to withdraw the Proposal

Although the FUI;ld has made an ongoing effort to assist the Proponent in identifying the

Proposal's procedural and substantive deficiencies under Rule 14a-8, and then convened a

special Board meeting to perform t;q.e very acts the Proposal requests, ~e Proponent

continues to refuse to withdraw or amend the Proposal

Requests

Again, we respectfully request that the Staff confinns that it will not recommend any

enforcement action if the Fund omits the Proposal from its Proxy Materials for the reasons

set forth herein, including that the Proposal has been substantially implemented.

.In addition, as the Fund and the Board each has spent a significant amount oftime and cost

attempting to address the Proponent's concerns in advance ofsubmitting this request, we

hereby request that the Staff Waive the 80 calendar day filing requirement for good cause

pursuant-to the authority provided under Rille 14a-86l The Fund has attempted to work

with Proponent on an ongoing basis in an effort to cure procedm:al defects in the Proposal

and then to identify and, as appropriate, revise the terms of the Proposal After the

Proporient provided clarification that he was submitting a precatory request, the Board

convened a special meeting to consider the Proposal. The Fund was" unable to file a no-

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April 2, 2010

Page 4

action request at least 80 days in advance of the :filing of its Proxy Materials as it was

attempting to work with the Proponent to revise his Proposal and, once the Fund was

notified that the Proponent did not wish to revise his proposal, needed time to prepare

materials requested by the Board in connection with the special Boaid meeting held on

February 25, 2010.

As the Fund and the Proponent now agree the Proposal is precatory in nature,· the Fund

believes it is inappropriate to include the Proposal in its Proxy Materials, as the Bo~d has

considered the Proposal and determined not to submit a non-preca~ory proposal to adopt

an interval fund structure to the Fund's stockholders.

Primary GroUnds for Excluding the Prop.osal Pursuant to Rule 14a-8

'1.

Rule 14a-8(t)(10)-Substantially Implemented

Rule 14a~8(i)(iO) permits the exciusion ofa shareholder proposal from a company's proxy

materials where the proposal has been rendered moot. To be rendered moot a proposal

must have been "substantially implemented by the issuer," but need not have been "fully

effected." See Securities Exchange Act Release No. 20091 '(August 16, 1983) (adopting

changes to Ru1:e 14a-8). The Staffhas indicated that, in order for a proposal to have been

"substantially implemented," the company must have actually taken steps·to implement the

proposal. See Brazilian Equity Fund, Inc. (May 8, 1998); The Growth Fund oESpain, Inc.

(May 8,1998) (sharehQlder proposal using mandatory language requiring closed-end fund

to adopt interval fund status could be excluded); The Emerging Mexico Fund, Inc. (May 8,

1998) (shareholder proposal recommending that the fund's board convert dosed-end fund

to an open-end fund).

The Commission clarified the meaning of "substantially implemented" in its 1997

proposing release addressing Rule 14a-8, in which it stated that "{i]t is insufficient for the

company to have merely considered the proposal, unless the proposal clearly seeks only

consideration by the company, and not necessarily implementation." (italics added) Securities

Exchange Act Release No. 39093 (September 19, 1997) (proposing changes to Rule 14a

8). See also Securities E;xchange Act Release No. 40018 (May 21, 1998) (adopting changes

20091 (August '

16,1983). TheFund

to Rule. 14a-8); Securities Exchange Act Release No..

and the Proponent agree the Proposal is precatory and onJr recommends that the Board

take action to covert the Fund to an interval fund structure. As the Board considered the

The Proposal is worded as a request for the Board to take certain actions-namely, all steps necessary to

adopt an interval fund structure. As a matter ofprocess, before the Fund could convert to an interval

fund, two sequential steps must occur: fust, the Board must conclude, that it is in the ~t interest ofthe

Fund to do so and, second, the necessary stockholder approval must be sought and obtained.. As such,

the first action is that the Board must consider whether adopting such a structure is in the Fund's best

interest. If the Board concludes it is, the Board must submit a proposal to stockholders. If the Board

concludes it is not; the Board cannot lawfully submit a. proposal ~ sU;ckholders and the process ends.

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April 2, 2010

Page: 5

Proposal and concluded that the conversion is not in the best mtercit of the Fund and its

stockholders, the Fund believeS that the Proposal bas been substantially implemented

because the Board is no~ able to take further ac;tion wlthout possibly violating its fiduciary

duties, as discussed in greater detail herein. As such, the Fund has taken all necessary steps

. 'to i:i:nplement the Proposal and may now exclude it from'its Proxy Materials pursuant to

Rule 14a-8(i)(10).

Alternatively, ifthe Proponent now believes the wording ofthe Proposal would mandate

further Board action, then the Proposal is ilotprecatory and may be excluded purSuant to

Rule 14a-8(i)(1) UIider the Exchange Act. On several occasions, the Staffhas taken the

position that stockholder proposals that mandate action by a board ofdirectors constitute an

unlawful intrusion on the board's discreti.onary authority, and may be omitted from a

company's proxy materials under Rule 14a-8(i)(1). See Clemente Global Gr<:>wth Fund;,

Inc. (January 14, .1998) (shareholder proposal phrased in mandatory terms to convert a

closed-end fund to an open-end fund could be omitted from the fund's proxy materials

unless cast as a request); Templeton Global Income Fund. Inc. (December 19, 1996) (same);

The Growth Fund of Spain. Inc. (March 15, 1996); The Salomon Brothers Fund Inc.

. Ganuary 24, 1992) (shareholder proposal mandating that the fund's board convert a closed

end fund to an open-end fund could be omitted).

Additional Grounds for Excluding the ProposalPursuant to Rule 14a-8

Rule 14a-8~)(7)-Management Functions

Rule 14a-8(i)(7) permits the exclusion of a shareholder proposal from a company's proxy

materials if it deals with a matter relating to the company's ordinary business operations.

The Staffhas stated that, in deciding whether a shareholder proposal is excludable under

Rule 14a-8(i)(7), it will consider, on a case-by-case basis, whether the proposal deals with a

matter relating to a company's ordinary business operations, taking into account factors such

as the nature of the proposal and the circumstances of the company. See Staff Legal

Bulletin No. 14E (CF) (October 27, 2009). The Staffhas de~cribed the policy underlying

the ordinary business exclusion as resting on two principal considerations: (1) whether the

subject matter of the proposal relates to tasks ·that "are so fundamental to management's

ability to run a company on a day-to-day basis that they could not, as a practical matter, be

subject to direct shareholder oversight," and (2) "the degree to which the proposal seeks to

"micro-manage" the company by probing too deeply into matters of a complex nature

, UPQ.l;L. which shatehplders, as a group, would not be in a position to make an informed

judgment." Securities Exchange Act Release No. 40018 (May 21, 1998).

In a position we believe has been superseded, the Staff, of the Division of Investment

Management stated that a proposal to convert a closed-end fund to an interval fund does

not deal with the ordinary business operations ofa fund.. See The Growth Fund ofSpain,

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Inc. (March 15, 1996). More ,recently, however, the Staff of the Division of Corporate

Finance has taken a different position on analogous facts. See, e.g., Medstone International.

Inc. (May 1,2003) (exclusion ofproposal to implement share repurchase program); Vishay

Intertechnology, Inc, (March 23, 2009) (exclusion of proposal to have company make

irrevocable exchange offer); Cleco Corporation (January 21, 2003) (exclusion ofproposal to

redeem all outstanding shares ofpreferred stock). Specifically, th~ Staffofthe Division of

Corporate Finance has stated that th~ decision whether to repurchase shares ofa company's

outstanding stock is an "integralpart ofthe [c]ompany's capital raising, capital management

and financing activities and clearly a matt~r relating to i.ts ordinary business. The isSuance

and repurchase of a corporation's securities as part of its overall capital structure and

financing activity is a fundamental· aspect ofthe business and affairs ofa corporation to be

managed.by the .[c]ompany's [b]oard of[d]ireetors." Medstone International Inc. (May 1,

'2003),

The Fund respectfully submits that the more recent views of the Staff of the Division of

Corporate Financ~ with respect to the management ofthe capital structure ofan operating

company are generally applicable to a closed-end fund's capital structure as well. The Staff

of the Division of Corporate Finance has determined that the repurchase ora company's

.securities as part of its overall capital structure is fundamental to management of the

company and should not be the subject ofa stockholder proposal. ·As the Proposal seeks to

have the Board make a detennination about the method, timing and amount ofrepurchases

of the Fund's shares, the Fund. believes it should be able to exclude the entire Proposal

under Rule 14a-8(i)(7).

(

!i .

(

Even if the Staffconcludes that the entire Proposal D,lay not be omitted pursuant to Rule

14a-8(i)(7), the F1,lnd believes thatthe.terms ofthe repurchase offers under the Proposal are

excludable from the Fund's Proxy Materials, as the determination ofthe fixed interval for

the repurchase offers ("at least sem-annually... ") and the setting of the amount of each

repurchase offer ("at least 10% of currently outstanding common shares") relates to the

ordinary business operations of the FuncL The Staff has determined previously that the

interval periods and amounts ofrepurchase offers by an interval fund relate to the conduct

ofa :fu;nd's ordinary business. See Templeton Dragon Fund Gune 11, 1997) (fund may omit

parts ofa stockholder proposal to adopt interval :fund structure relating to interval between

repurchase offers and the amount ofthe repurchase offer). Additionally, Rule 23c-3(a)(3)

requires a fund's board ofdirectors to have the fleXibility to set, in·its discretion, the amount

. of a repurchase offer each time an offer is made. The Sta~ has stated previously that the

determination ofthe repurchase offer amount relates to the conduct ofthe fund's ordinary

business operations. rd.

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Rule 14a-8(i)(2}-Violation ojIAW and ~e 14a-8(i)(6;'-:-Absence ojPowerlAuthority

The rationale for excluding the Proposal under Rilles 14a-8(i)(2) and 14a-8(i)(6) is

grounded in the fact that the Board has a fiduciary duty to act in the best int~rest of the

Fund. Prior to submitting a proposal to the Fund's stockholders to approve the conversion,

the Board is required, acting as a fiduciarY, to conclude that operating as an interval fund

under Rme 23c-3 is in the Fund's best interest. The Staffhas stated in granting prior no

action relief that it believes directors have a federal fiduciary duty in considering interval

fund status. See Growth Fund ofSpain, Inc. (March 15, 1996).3

Rule 14a-8(i)(2)-Violation ojLaw .

Rille 14a-8(i)(2) permits a company to exclude a stockholder proposal that would violate

any state, federal or foreign law to which it is subject, including the 1940 Act. 4 If the

Proponent intends the Proposal to require :further action by the Board, including but not

limited to, submitting a proposal to a stockholder vote to approve the conversion, the

Proposal woilld cause the Board to violates its fiduciary duties under federal law as the

Board has concluded that the conversion is not in the best interest of the Fund and its

stockholders.

As a secondary matter, the Proposal's terms seek to require the Board to cause the Fund to

make, at minimum, semi-annl,lal repurchases of10% ofthe Fund's shares. These provisions

alSo preempt the Board's ability to exercise its discretion~ required explicidy by Rule

23c-3-to detennine when Fund shares shoUld be repurchased and the amount of each

repurchase. The Staffhas considered the possibility that a company may exclude proposals

that may cause a board ofdirectors to violate i~ fiduciary duties, even ifpart ofthe proposal

may'be precatory in nature. See Templeton Global Income Fund, Inc. (December 19,

1996). .

The Staff cites to the following precedent in its response to the fund's request for no-action assurance:

Guide 2 ofForm N-2, including footnote 5; footnote 88 to Section rn.A ofChapter 11 ofthe Division

ofIIIvestrnent Management United States Securities and Exchange Commission, Protecting Investoxs: ~

Half Century of Investment Company Regulation (May 1992); footnotes 61 and 62 to Investment

Company Act Release No. 18869 (July 28,1992) (proposing Rule 23c-3»

Section 36(a) ofthe 1940 Act authorizes the Commission to "bring an action in the proper district court

of the United States...aIleging that a person [serving an investment company in various capacities.

including director] has e}lgaged in. .. or is about to engage in any act or practice constituting a breach of

fiduciary duty involving personal misconduct...Ifsuch allegations are established, the. court may enjoin

such person from acting in any or all such capacities either pennanendy or temporarily and award such

injunctive and other relief against such person as may be reasonable and appropriate in the

circumstances...".

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lliIle 14a-8~j(6}-Absence ofPower/Authority

Rule 14a-8(i)(6) permits a company to exclude a stockholder proposal where it lacks the

power or authority' to implement the proposal. The Staffhas considered and permitted the

exclusion of a stockholder proposal if the proposal deals with a matter beyond the

company's po~er to' effectuate. See Alliance World Dollar Government Fund, Inc.

(proPosal to ask a closed-end fund's board-to merge the fund hlto affiliated open-end fund

was ~c1udable) (October 19, 2006); International Business Machines Corp. (January 14,

1992).

The Board concluded at its February 25th meeting that, based on the taets relevant at the .

ti.IDe 'of consideration, operating as an interv.u fund is not in the Fund's best interest. As

such, it cannot, in the exercise ofits fiduciary duties "take all steps necessary to adopt an

interval fund structure," which would inc1ud~ submittllig the terms of the. Proposal to

stockholders and making a recommendation to convert the Fund to an interval fund. As a

separate matt~r, even if the Board ~as able to make the necessary determination and

submitted a properly constructed proposal to the Fund's stockholders, no assurance can be

given that a sufficient number ofstockholders would vote "FOR" the proposal As such,

under Rule 14a-8(i)(6), the Proposal may be excluded because the Fund lacks.the power or

authority to implement it.

Rule 14a-8(i)(3~Contrary to Other Proxy Rules or Regulations

Rule 14a-8(i)(3) permits a company to omit a shareholder proposal or supporting

statement--or portions thereof-ifit is contrary to any ofthe Commissionls proxy rules or

regulationS, including Rule 14a-8(i)(9) , which prohibits the inclusion ofmaterially false or

misleading statements in proxy materials. Under these rules, a company also can exclude a

proposal-or language in a proposal-that is vague and indefinite. See T. Rowe Price

Group, fnc. (January 15, 2003) (shareholder proposal to require company to provide

investors with certain cost basis information could be omitted).

The Proposal is vague and indefinite in violation ofRule 14a-8(i)(3) because a stockholder

ofthe Fund voting on the Proposal would not be able to determine .with any reasonable

certainty what is being voted on. The vagaries ofthe Proposal do not result from the terms

under which the Proponent would have the Fund operate as a interval fund, but rather

frOID the fact that the Board cannot submit the Proposal, as worded, for stockholder

approval, as the terms ofthe Proposal are inconsistent with the Board's fiduciary duties and

th~ regulatory requirements set forth in Rule 23c-3. If the Proposal, in its current foIm,

was approved by the Fund's stockholders and then the Board reconsidered whether it was

In addition to the necessary approval by a fund's board ofdirectors. Rule 23c-3 requires separately that a

"majority'! (as defined in the 1940 Act) of the outstanding voting securities of a fund approve a

fundamental investment policy pursuant to which the fund wonld operate as an interval fund.

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Page 9

in the Fund's best interest to .convert to an interval fund structure, it may conclude that the

terms ofthe repurchase offers should be different from those contained in the Proposal. As

such, the·Board would then need to propose a fundameribl investment policy under Rule

23c-3 that is materially different from thetenns contained in the Proposal. The Staffhas

noted that in such a situation, lithe proposal may be misleading because any action

ultimately taken by the Company upon implementation could be significandy different

from the actions envisioned by shareholders voting on the proposal II Fuqua Industri'es, Inc.

(March 12,-1991).

Resolution-Board Action Insufficient. The Proposal implies that Board action

alone is sufficient to adopt an interval fund structure, and that the Board will otherwise take

all necessary steps to adopt that structure. As noted above, Rule 23c-3 requires additional

action, namely stockholder approval of the conve~on. As a separate matter, the Proposal

does not contemplate a result where, in the reas~nable exercise ofits bus,iriess judgment, the

Board concludes that a~ interval fund structure is not in the Fund's best interest. As such;

the Proposal is both vague and indefinite and, as a result, excludable under Rule 14a

8(i)(3).

Supporting Statement-Discoimt Reduction. The supporting statement includes

the following language: .. One proven way to reduce the discount is for the Fund to adopt an

interval fimd structure..." (italics added). The Staff has taken the position that similar

unequivClcallanguage is false and misleading in the context ofinterval funds, as Rule 23c-3

contemplates multiple situations where repUrchase offers may be suspended, ·postponed or

otherwise limited by a fund's board. See Templeton Dragorr Furid aune 11, 1987). In

addition, there is no evidence provided by the Proponent that links a reduction in a fund's

discount to the conversion to an interval fund structure, much less on the terms set forth in

the Proposal. As such, the Fund believes that portion of the supporting statement may be

omitted under Rule 14a-8(i)(3). .

SUIWorting Statement-Inappropriate Comparisons to Other Interval Funds. The

Proposal cites two other funds, The Asia Tigers Fund and The India, Fund, as examples of

interval funds that have smaller discounts than the Fund during the five-year period ended

December 31, 2009 (together, the "Comparison Funds"). The Proposal then states that

"what has workedfor The Asia Tigers Fund and The India Fund..• willworkfor our Fund to reduce

the discount and substantially increase shareholder value." (italics added)

The Proposal is 'silent on what sort· of interval fund structures were adopted by the

Compadson Funds and what repUrchase offers have been approved by their boards of .

directors. Although the Comparison Funds have operated with smaller discounts than the

The Asia Tigers Fund and The India Fund have operated as interval funds in accordance with Rule 23c-3

since 2002 and 2003, respectively. The Asia Tigers Fund conducted quarterly repurchase offen until

2007, when it received stockholder approval to amend its nmdamental policy to conduct semi-annual

NY 72597251v4

STRODCR & STlIOOCK & 1A\'1I1'I lLP , Nl'W YOM!; • lOS <\NGEUS • MIAMI

LSO MALDF.t" Urili, KE\\' YORK, I<'{ 1003.8-4982 TEL ~12.8(>(j,Hn(> F.\X zll.So6.6no6 wWW.SLRO.)L:K.CCll>j

April 2; 2010

Page-10

Fund over the last five years, it is materially misleading to draw a direct comparison from

the oper:ttions of the Comparison Funds to the interval fund structure described in the

Proposal. The Proposal would require the Fun~ to conduct at least semi-annual

repurchases for at least l00A ofits outstanding shares. Neither ofthe Comparison Funds has

operated under that structUre during the prior five years. In addition, The India Fund has

conducted several rights offerings to raise additional capital, which has more thai? offiet the

amount of. shares repurchased since 2003. There _is no support for the Proposal's

comparison between the Comparison Funds and the Fund, given their different interval

fund structUres, with respect to the purported effect on a fund's discount or any resulting

increase in shareholder value. In fact, the Fund believes it is materially misleading to draw

the comparison' as the Fund's ID:terval fund structure under the Proposal is materially

different from the structures of the C9mparison Funds. As sUch, the Fund believes that

portion ofthe supporting statement may be omitted under Rule 14a-8(i)(3).

In accordance with Rule 14a-8(j), the Fund is contemporaneously notifying the Proponent,

by copy of this letter and related exhilJits, of its intention to omit the Proposal from its

Proxy Materials. As detailed in the correspondence included in Exhibit B, the Fund has

previously notified the Proponent of its intention to omit the Proposal and submit this

request for no-action relief.

Pursuant to StaffLegalBulletin No. 14D (CF),-Shareholder Proposals (November 7, 2008),

Question C, we have submitted this letter and the related exhibits to the Commission via

email to shareholdelJ1roposals@Sec.gov.

The Fund acknowledges the Staff's long-standing practice of issuing ncraction responses

that pernrit stockholders to make revisions that are minor in nature and do not alter the

substance of the proposal. See Asia Pacific Fund. Inc. Guly 22, 2004); Division of

Corporate Finance StaffBulletin No. 14 Guly 13, 2001). lithe Staffwere to pernrit the

Proponent to amend the Proposal to address the various grounds for exclusion discussed

above, the Staffwould be permitting the alteration of the substance of the Proposal. The

Fund believes this would constitute a significant departure from the Staff's long-standing

tender offe~. One of the primary reasons the fimd cited for the need to switch to semi-annual

repurchases was the substantial reduction in the fund's asset base and increase in expense ratio. Exceptfor

the first year it op=ted as an interval fuDd, The Asia Tigexs Fund has never offered to repurchase more

than 5% ofits then-outstanding shares. The India Fund has conducted sexi:ri-annual repurchase offexs

since its conversion to an interval fund. Except for the first repurchase offer in September 2003, the India

Fund has Dever offered to repurchase more than 5% ofits then-outstanding shares. In addition, Since its

conveISion to _an interval fimd, The India Fund has conducted three substantial rights offerings in 2005,

. 2006 and 2009. Those ~ghts offerings raised approximately $250 million, $448 million and $415 million,

respectively.

NY 72597251v4

STnooCK .. STROOCK .. LAVAN LLI' • NEW YO~J( • LOS JlNCElES • MIAMI

I SO MAIDEN LANE •. rlSw YORK. NY IQ031l-498z- ·rF.L 212.806.54-00 FAX 2.1:1..801),6006 \VWW.STROOCIt.COM

April 2, 2010

Page 11

policy and practice: In the alternative, to the extent the Staff believes that minor revisions

to the Proposal are possible. the Fund believes that any revis~d Proposal would continue to

be excludable under Rule 14a-8(i}(10), given the Board's consideration of adoptipg an

interval fund structure at its meeting on February 25, 2010.

Ifthe Staffdisagrees with the Fund's conclusions regarding the omission ofthe Proposal, or

if any additional submissions· are desired in support of the Fund's position, we would

appreciate an opportunity to meet with the Staff or to speak with the Staffby telephon~

prior to the issuance ofthe Rule 14a-8(j) responSe. Ifyou have any questions regarding this

reguest, or need any additional infonnation, please telephone the undersigned at (212)

806.6049.

Very truly yours,

Stuart H. Coleman

Enclosures

NY 72597251v4

STROOClt .. S'fROOCK .. LAVAN LLI' • NEW YORK' I.OS ANCEI.ES • MI ... MI

180 ~lAIOEN 1.... !'lE. NEW YORK. NY 10038-4982 ~·£I. :1.12.8.06.$400 FAX 212.806.6006 \VWW.STROOCK.COM

ExmBIT A

STOCKHOLDER PROPOSAL

..........

Walter S. Baer

Inc.

The Swiss Helvetia Fund,

1270 Avenue ofthe Americas, Suite 400 .

New York, New York 10020

Attn: ·Secreiary of the Fund

December 16,2009

I have been the beneficial owner ofshares ofThe Swiss Helvetia Fund, Inc. ("Fund")

continuously for at least one year with a xmirket value ofat least $2000. I intend to hold these

shares continuously until1he next meeting ofshareholders. Pursuant to Rule 14a-8 of the .

Securities Exchange Act of 1934, I hereby submit the propo~aI and supporting statement .

shown below for inclusion in the Fund proxy materials for the next meeting of shareholders.

.I intend to present this proposal personally or through an authorized representative at that

meeting.

Please feel free to contact me by email;

or phone (

representatives ofthe Fund or its Board ofDirectors would like to discuss Uns proposal.

WalterS. Eaer

REsOLVED: The shar~holders ofThe Swiss Helvetia Fund, Inc. ("Fund") ask the·Board of

Directors to:take the steps necessary to adopt an interval fund structure, whereby the Fund

will conduct periodic tender offers. at least semiannually for at least 1O%~of cuttently

outstanding commo~ shares at a price of.at least 98% ofnet asset value (NAV):

SUPPOlITlNG STATEMENT: During 2009, our Fund has significantly underperformed

the overall Swiss market both on a share price and NAV basis. Moreover, the FUI'1d's shares

persistently trade at a double-digit discount from NAV, which has averaged more ~ 13%

over the past five years. One proven way to .!educe tb,e discount is for the Fund to adopt an

interval fund structure, in which the Fund conducts periodic tender offers for its shares at a

price at or near NAV. This approach has been succe~ "implemented by other closed-end

funds) such as.The Asia Tigers Fund and The India Fund, whose discounts under interval

fund strUctures have averaged below 6% over the same five-year period.

What has worked for The Asia Tigers Fund and The India Fund will, in my opiniOJ;1, also

woi;k for our Fund to reduce the .discount and Substantially increase shareholder value:.

EXHIBITB

CORRESPONDENCE WITH PROPONENT

The Swiss Helvetia Fund, Inc.

1210AvenueofilieAmericas, Suite 400

NewYork, New York 10020

AtIn: Secretary of the Fund

December 16,2009

I have been the beneficial oWner ofshares ofThe SwiSs Helvetia F~d, Inc. ("Fund")

continuously for at least 000 year with a market value of at least $2000. I intend to hold these

shares continuously until the next 'meeting ofsharehQlders. Pursuant to Rule 14a-8 of the .

Securities Exchange Act of 1934, I hereby submit the proPosal and supporting statement .

shown below for inclusiOIi in the Fund proxy materials for the next meeting pf shareholders.

I intend to present this proposal personally or through an authorized representative at that

meeting.

Please feel free to contact me by email \

_ _

\J! phone

representatives ofthe Fund or its Board ofDirectors would like to discuss this proposal.

Yours very truly,

Walter s. :Baer

RESOLVED: The s1lan;holders of The swiSs Helvetia Fund, Inc. ("Fund") ask the Board Of

Directors to .take the steps necessary to adopt an interval fund structure, whereby the Fund

will conduct periodic tender offers. at least semiannuallY for at least 1O%.of C1ll'rentIy

outstanding commo~ shares at a price of.at least 98% ofnet asset value (NJ\.V):

SUPPORTING STATEMENT: During 2009, our Fund has significantly underperformed

the overall Swiss market both on a share price and NAV basis. Moreover, the Food's shares

persistently trade at a doubl~digit discount from NAV, which has averaged more than 13%

over the past five years. One proven way to .reduce tb,e discount.is. for the Fund to adop~ an

interval fund structure, in which the Fund conducts periodic tender offers for its shares at a

price at or near NAV. This approach has been succes~ b:nplemented by other closed-end

funds, such as The Asia Tigers Fund and The India Fund, whose discounts under interval

fund structures have averaged below 6% over 1he same five-year period.

What has worked for The Asia Tigers Fund and The India Fund will"in my opWap, also

wm:k for our Fund to reduce the.discount and substantially increase shareholder value. .

? ' _.

~... .

'-~ . -

..!.-.,..-. ·I..

.,~··_:._..-----. __ ......

~_._-

E*TRADE Securities LLC

P.O. Box 1542

M.;:rrifili!ld, VA 22116-1542

E*TRADE

FI N A NC'IALo

www.etrade.com .

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E*TRADE Securities AccOl.mt

Walter Baer Revocable Trust

Dear Mr. Baer.

This letter is in response to your request received on December 15. 2009, .for written confumation

of ymp- ownership of Swiss Helvetica Fund (SWZ) shares in the above referenced E*TRADE

Securities Trust ACcOlmt~

Please allow this letter to serve as confirmation that Walter Baer is beneficial owner of slJares of

Swiss Helvetica Food (SWZ) with a market value of over $2.000.00 as of Friday's market close

(December 18, 2009). 'We can also confirm that Mr. Baer has owned these shares continuously

for at.l~ one year p~or to October 30, 2009. .

Need help have additional questions? Feel free to visit our Online Service Center 24 hours a

Clay.·7 days a week. You can quickly find the answer to common 'questions, track the progress of

yo~. ~~~Re. ~quests, and seryice your accounts with the click of your mouse. Please visit

litfps:fltis:etrad6{co'mleltlwelcome/oscinstructions, or simply type your keywords or questions in

the search box on the top right ofour website and click "Go". .

" you have any further

E*TRADE is committed to providing quality customer service. Should

. questions, plt<.ase contact a Financial Service Associate at 1.800.387.2311. 7:00 am to midnight

. (HI) seven days a week

. '

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!Y.lQ11!LTmy'~$ ••

Correspondence Specialist

E*TRADE Securities LLC

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'-'-_.

_._. -.---_..- ---- _._

---.. _ -

STROOCK

BY OVERNIGHT MAIL

January 8, 2010

Mr. Walter S. Boor

Re:

The Swiss Helvetia Fund. Inc.

Dear Mr. Baer:

I am writing oil behalf ofThe Swiss Helvetia Fund, Inc. (the "Fund"), which received on December 28,2009,

your stockholder proposal for consideration at the Fund's 2010 Annual Meeting of Stockholders (the

"ProPosalll). The Proposal, in the fonn received'on that date, contained procedural deficiencies that Securities

and &change Commission ("SEClI) regulations require us to bring to your attention. Rule 14a-8(b) under the

Securities Exchange Act of 1934, as amended, provides that stockholder proponents must Submit sufficient

proof of their continuous ownership of at least $2,000 in market value, or 1%, of a company's shares entitled

to vote on the proposal for at least one year as of the date the stockholder's proposal was submitted.· The

Fund's s~k records do not indicate that you are the record owner of sufficient shares for an appropriate

period of tim~ t() satisfy that requirement.

As you are aware, the Proposal received on December 28,2009 did not include any proof of yom- ownership

of any shares of the Fund. On January 4, 2010, we receiVed a letter from E*1RA"DE Financial attempting to

verify your ownership of Fund shares in accordance with the requirements under Rule 14a-8(b). The proof of

ownership submitted by E*TRADE Financial,. on your behalf, does not satisfY Rule 14a-8's ownership

requirements as of the date the Proposal was submitted (your letter was dated Decemper 16, 2009, but

postmarked December 25, 2009). Instead, it references a date of October 30, 2009. In addition, although the

E*TRADE Financial letter refers to a ticker symbol that is the same ticker symbol as the Fund's (SWZ), the

fund referred to in the letter is the "Swiss Helvetica Fund. 1I There is no proof provided in this letter that your

own shares-beneficially or of record--of "The Swiss Helvetia Fund, Inc. lt• Accordingly, ~e E*TRADE

Financial letter does not demonstrate that you continuously owned the requisite number of shares ofthe Fund

for a period of one year as ofthe date you submitted the proposal.

To remedy these defects, you must submit written proof ofyour ownership ofthe Fund1s shares in satisfaction

of all of the requirements ofRule 14a-8(b). It does not appear that you have filed a Schedule 13D, 13G, Form

3, Form 4 or Form 5, or any amendments thereto, with respec;t to your ownership of the Fund's shares, thus

the I1 record" holder of your shares must provide sufficient proof of your share ownership. As explained in

Rule 14a-8(b)(2), sufficient proof may be in the form of a written statement from the "record" holder ~f your

shares' (usually a broker or a bank) verifying that, at the time you submitted your Proposal, you continuously

held the securities for at .1~ast one year.

NY 724877S3v2

STlIOOClt llt STltOOCK " LAVAN LLP • NIlW YOltK • LOS ·ANGELES • MIAMI

180 MAIDEN LANE, NEW YORK, NY 10038-498;> TEL ;>1;>.806.5400 PAX 2I2.806~6oo6 WWW.STltOOCK.COM.

.. .-

-'-~"_."--'-'-'.'-

-"-" ...

_--.--_.- . .-..----

.....

-_ ..--_..•._--

The SEC's roles require that your response to this letter be postmarked or transmitted electronically no .later

than 14 calendar days from the date you receive this letter. Please address any response to the Secretary of

the Fund at The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York, New York

10020.

In addition to this letter outlining the procedural deficiencies of the Proposal, we will be sendIng you a

subsequent letter outlining certain substantive reasons under Rille 14a-8 that we believe would permit the

Fund to exclude the Proposal from its proxy statement to stockholders in connection with the 2010 Annual

Meeting of Stockholders.

Ifyou have any'questions with respect to the foregoing, please contact me at 212.806.6049.

Sincerely,

Stuart H.- Coleman

cc:

RudolfMillisits, ChiefExecutive Officer ofthe Fund

Samuel B. Witt, ill, Esq., Chairman ofthe Board ofDirectors ofthe Fund

William G. Farrar, Esq., Counsel to the Independent Directors ofthe Fund

. STnOOCl{ " STaOOC\( 3< LAVhN LLP • Nnw YORK· LOS oI.NCIOLIlS • MIAMI

TlIo M~ 1Pl!l'l LANll, NBW Yr)l\s. NY 10038-498:1 luL ~ n.ll06. 5400 FAX Z IZ .806.6006 WWW.STllOOCK.CQItl

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Walter ,gIim- Revocab"le 'rnlst

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pictJ:se: atld~~.lbi-s ]~iit.T. ,to "SeT:\lCBS eonfi~ti0q. \htif :~1~: ~~kij.eq li:tmr. Is. a' t'o.rrectlofj ~f ,!!t~

.p.i~iiQ~g :co.rrfirmntf.~ ol,ow~e(i:hlp l.etter rJatcd De'-Celllber :.11, ~Q9'9. '~~9W-~"'sl~81es of The

-S\yiss Heh'ctki!- Fltrl.d,. ~c, .(SNY'~) 'ht:;Id}n the abeVlf :re;.ti::l'cnced accouo;t-. 'PJefls,e :iu~:pt Qur'

~poJ:ogi~ ji:!r .any incQl)"vcnience yglJ. R)~y~h4ye ~t.!~rhnit.6fl.

-.ElIo tRADE is ,co;mnlllt~~. f9:Pl'l)vjamg q\Ullity :C\lstoTi:)~ ·('(,~fV~~.~, :$.hpqlg: y~~ fun'e· any. rUf'lh~

g4?,~Jltinsr,Ii~e<1s,f; oOIl1acL;a' ffin;j,~~lij :$ei"'-i~~'A~s.oci.ljie .al J.8Q(B87-.2~3~;" '!7PQ-'1\m.:t9 .miql)jgbt

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h~mE ~ecgrities".Accoun'f

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.Dear. MJ;", I(acr.

:".ffiig I~~t~ i;~ j.n resPQos.e·.t'6·your xeq'Ue..<;l reaci'\'e.d on .Dece.liJ,ber:15~,1!J0.9;.rQr:wrihen.cotlffunliti0Ji.

of. yklltr o.t\q~~ship" oJ t1w s~il!s: I'fe]yetica Fui;l.d, .fuc. (SW.tfs'ha:r~.·in: t~ie. ~1J~V9. referel)ted

:E'!='TRAP'B SecUl:iltCS 1Wst".Ac;cou:nl:.

Please :allow.this letter to· serve ~s··.eotifihnntioh that Walter Baer'iis bC.llefle.iiil.o\\'i1<:r of shnres of

Tfi~. :$y;fi,$ ·:.E!d~;d~ Fu:n~' fu~~ (~~) .wljh- a ffi~~'i't· ~/a1U& '-of Qv.~r.· $.~;00@.Qb as .~f. Fiim;Ji's

l1'Ia:rkl:{ Ci.DS~ (I:?ec;~iti!?~r f8; iO.09.}:. \y.e ",a,l~ ai$9: cpn t~. \:trn\t Mr: Baer li\ismiri:u;:~ ihe$e share&

contiuuously t'Jl-·<~t·~~;Qi;).l; 5;eaq?~or-ta D.ec~mber 16. 20a~.

:-N~d ti~j-p or Jlave.a\iilitiona) quesli()ns~ Feel free.~i? vis~t. !JIp-"Onlme SerV.lc~:Center 24 n.otn5·~"

~, 1"chy~n w~¢k. YM san quib.k1Y·fmq the answer t(l:·coi~il.tjU~~ti6L1~i·ltucJcthe. proWess"of.

. ·Y.\~U( setv.ic.~ requ~Sl5", "an!i,,:~~ce joer- accft,unts w-ith. the click ofY0t!.' .m~c.· lile:lse ,-oisU

llr.t'p~:t/~.~LT;:lde~cori:ll'citi\vercQ!"!J.tY.q~cinstructi().tlS> ;or siriJPly t}~ youd:cyiV-bras of 'que~liorisil"

. th~ s.eiir;ch box 0n;th~·t~p ti&ht of-our We?sILc {lnd".diyk: '~G.~.

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E""TI?ADE is commilled to .p(ovi~liJlg quylily cus.toincr .sei-\;ib~i ShQ~.l~. YPl;! 'ha~'e;: any··.fi}rlhlT

C]u€s(ion~ .. p1ea.~e i;ortact (l·Financial·S.erv-i.ce /i.:>~~j.lltt; :t!.t :Ls.Q0,2Si2331. 'l-:Q'O ~~ t~ n~.i.dntgh1

{£1j"seyen days' a week.:.

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Mella· Trav.eroS

'C6t:J:e1,'POn~~Dce Specialist

nij1ini6,.DE·SceunUes I).(.~

STROOCK

January 22, 2010

Stuart H. Coleman

Direct Dial 212.806.6049

Direct Fax 2i2.806.9049

scoleman@s.troock.coi:n

Mr. Walter S. Baer

Re:

The Syriss Helvetia Fund, Inc.

Dear Mr. Baer:

I am writing to inform you. ofdeficiencies that will permit our client, The Swiss Helvetia

Fund, Inc. (the "Fund"), to exclude from its proxy statement and fonn ofproxyforits 2010

Annual Meeting of Stockholders (together, the "2010 ProXy Materials") your proposal

received by the Fund on December 28, 2009 (the "Proposal"). In an effort to conserve the

time and resources ofthe staffofthe Securities and Exchange Commission (the "SEC") and

to avoid unnecessaty costs to the Fund and its stockholders, we advise you ofthese defects

in advance ofour deadline·to submit the Fund's no-action request to exclude the Proposal

from the 2010 Proxy Materials to permit you either to withdraw the Proposal or correct it,

where you believe possible.

The Proposal

The Proposal would require the Fund's Board ofDirectors (the IIBoardll) "to take the steps

. necessary to adopt

interval fund structure, whereby the Fund will conduct periodic

tender offers at least semiannually for at least 10% ofcurrentlY outstanding common: shares

at a price ofat least 98% ofnet asset value (N"AV}.I' The only way for the Fund lawfully to

conduct the periodic repurchases you contemplate is for it to comply with Rule 23c-3

under the Investment Company Act of1940, as amended (the "1940 Act"). The Proposal

contains elements not peni:rltted by Rule 23c-3. .

The principal probiem with the Proposal arises because the Board is required, acting as a

fiduciary, to conclude that operating ~ an interval fund under Rule 23c-3 is in the Fund's

best interest. The Proposal would strip impermissibly the Board ofits discretion to make

this judgment and to make similar necessa1.Y judgmenrs about the frequency ofrepurchase

offers and their respective amounts.

Rule 23~-3also requires separately that the Fund's stockholders (based on the larger vote

commonly known as a "1940 Act Majority Vote") approve a fundamental investment

NY 72496934v6

STROOClt .. STROOCK .. LAVAN l-l-P • NEW YO 11K • LOS ANGELES. MIAMI

180 MAIDBN LANE, NI>W YORK, NY 10038-4982 TEL 212.806.5400 FAX 216:806.6006 WWW.STBOOCK.COM

January 22, 2010

Page 2

policy permitting the Fund to operate as an interval fund. This policy ma.y not be

submitted for stockholder approVal unless and until. the Board has made the determination

descnbed above. The Board has not made that determination and it may not do so in the

,future because, based on the facts relevant at the time of consideration, the Board may

properly and reasonably conclude that operating as an interval fund is not in the Fund's best

interest. As a' separate matter, even if the Board was· able to make the necessary

determination and submitted a properly constructed proposal to the Fund's stockholders, no

assurance can be given that a sufficient nUmber of stockholders would vote "FORII the

propos~.

In addition, the Proposal se~ to require the Board to cause the Fund to make, at

miniIllllITI., (i) semi-annual repurchases of (ii) 10% of the Fund's shares. These provisions

also preempt the Board's ability to exercise its discretion-as required by Rule 23c-3--to

determine when Fund shares should be repurchased and the amount of each repurchase.

ReasQns to Exclude the Proposal

The Proposal, as worded, can be excJnded from the 2010 ProXy Materials pursuant to Rnle

14a-8(i) for the following principal reasons: .

Rule 14a-8(i)0)-ManagementFuncti.ons. Rule 14a-8(i)(7) permits the Fund to excJnde

the Proposal because it deals witli. a matter relating to its ordinary business operations.1 The

decision whetherto repurchase shares ofthe Fund's outstanding common stock (that is, the

decision to adopt

interval fund structure)' is an integral part of the Fund's capital

management and clearly a matter relating to its ordinarY business. 2

Similarly, the SEC has determined that the terms of the repurchase'offers that the Fund

would be required to conduct pursuant to Rule 23c-3 fall within the ordinary business

operations of the Fund.

Rule 14a-8(i)(2)=-Violation ofLaw. Pursuant to Rule 14a-8(i)(2), the 'Fund can exclude

proposals that would violate

state, federal or foreign law to which it is subject,

any

Amendments to Rules on Shareholder Proposals, Securities Exchange Act Release No. 23200, 1998 WL

254809 (May 21, 1998).

The Division ofCorpo:rate Finance has taken the view that stockhokier proposals requesting companies

to implement share repurchase programs, offer to repurc:!lllSe and exchange one class ofcOIPIIlonstock:for

another, and redeem. preferred stock were excludable under Rule 14a-8(i)(7). See, fur example.

Medstone International, Inc.• 2003 WL 2013182, SEC :tq'o-Action Letter (May 1. 2003) (exclusion of

Eroposal to implements1me repurchase program), VlShay Intertecbnology, Inc., 2009 WL 890016, SEC

No-Action ~er (March 23, 2009) (exclusion ofproposal to have company make in:evoc;lble exchange

, offer), 3:Q.d CIeco Corporation, 2003"WI. 194455. SEC No-Action Letter aanuary21. 2003) (exclusion

ofproposal to redeem. all outstanding shares ofpreferred stock).

Templeton Dragon Fund, Inc., 1997 SEC No-Act. Letter LEXIS 675 anne 11. 19~7).

NY 72496934v6

STROOCK !>l STROOCIt 1'1 LO\VAN LLP • NBW YORK. LOS ANGOlSS • MIAMI

180 MAID.N LANS, NEW YORK, NY I0038~oJ.98~ 'fEL 2I2.806:S400 fMc 212.806.6006 WWW.STl\OOCK.COM

January 22, 2010

Page 3

including Delaware state law and the 1940 Act. The defects identified above are cause to

exclude the Proposal under Rule 14a-8(i)(2).

Rule 14a-8(i)(3bViolation of Proxy Rules· and Rule 14a-9-False or Misleading

Statements. Pursuant to Rule 14a-8(i)(3), the Fund can exclude a proposal or supporting

statement if the proposal or supporting statement-or portiqns thereof-is contrary to any

of the SEC's proxy rules, including Rule 14a-9, which prohibits materially £Use or

misleading statements in proxy solicitation materials. Under these !=illes, the.Fund also can

exclud:e a proposal-or language in a proposal--that is vagu.e and indefinite.4 .

Certainly, directing the Board to take action it lawfully cannot take constitutes such

grounds. Similarly, language in the supporting statement-including its failure to identify

circumstances where repurchase offers may be suspended, postponed or otherwise limited

by the Fund's Bottd-renders portions ofthe supporting statement "false and misleading." 5

We, urge you to consider our position and to consult as you deem necessary with your own

advisers, recognizing that we are not your counsel. We are voluntarily providing you with

the opportunity to make any revisions to the Proposal, in light ofthe Fund's views, as you

feel appropriate. Please notify us no later than February 1, 2010 of any revisions to the

Proposal, as we will need to take th.em into consideration should the Fund decide to file a

no-acti.o~·request with the SEC. We will evaluate any 'revisions or amendtnentsto th.e

Proposal in light ofpublic SEC guidance on amendments to stockholder proposals Under

Rule 14a-8, and, on behalf of the Fund, take such action as the Board and management

believe is appropriate.

Stuart H. Coleman

cc:.

Rudo]fMillisits, ChiefExecutive Officer of the Fund

Samuel B. Witt, III, Esq., Chaiiman ofthe Board ofDirectors of the Fund

William G. Fan41', Esq., Counsel to the Independent Directors of the Fund

T. Row.e Price Group, Inc., 2003 WL 161102, SEC No-Action Lette:c (Tanuary 15, 2003) (permitting

the company to exclude a proposal that was vague and indefinite, whereby stockh~ldcrs"VOting on the

proposal would not be a.ble to determine with reasonable certainty what is being voted on).

Templeton Dragon Fund, Inc., 1997 SEC No:-Act. Letter LEXIS 675 (Tune 11, 1997).

NY 72496934v6

STnOOCR " STl\OO~K !'l LAVAN LLP • NEW YORK. LOS ANGlilES • UIA/oil

180 MAIDEN LANB, NaW YOR", NY 10038-4982 'TEL 212.806.$400 PAX 2t2.80G.GoolS WWW.STROOCK.COM

Walter S. Baer

Stuart H. Coleman

Stroock, Stroock & Lavan LLP

180 Maiden Lap.e

New York, New York 10038

JanlWY 29, 2010

Dear Mr. Coleman:

I am responding to your letter of January 22,2010 alleging "deficiencies" in my shareholder

proposal ofDecember 16,2009 submitted to The SWiss I:Ielvetia Fund, inc. ("Fund''), and

advising me "either to withdraw the Proposal or correct it, where you believe possible."

I first want to restate what I said in my earlier letter emailed on January 9, 2010: "1 hope that

we will be able to work together to perfect the wording ofmy proposal, ifnecessary, or

otherwise resolve such issues without Unnecessarily bothering the SEC or burdening the.

Fund's shareholders with further legal expenses." I would very much like to do this, but your

January 22lt?tter seems to misconstrue entirely the nature ofmy proposal.

You say my proposal "would require the Fund's Board ofDirectors (the ''Board'') to take the

steps necessary to adopt an interv81 fund structure, ..." In fact, my proposal (copy attached)

says "The shareholders ask the Board ofDirectors to take the steps necessary to adopt an

interval fund structure, " The words ask and require have quite different meanings, and my

use ofthe word "ask" should clearly indicate that this is a precatory proposal for the Board's

consideration. However, ifyou think the word "ask" is unclear or too belligerent, I would be

willing to substitute "request" for "ask" in the proposal.

Let me now turn to the three "Reasons to Exclude the Proposal" stated in your letter:

Management Functions. "Rule 14a-8(i)(7) permits the Fund to exclude the Proposal because

it deals with a matter relating t~ its normal business operations." It is hard for me to believe

that anymie would seriously consider adoption ofan interval fmid structure to be an ordinary

business operation; but if that is your position, I certainly dispute it.

Rule 14a-8(i)(2) - Violation ofLaw. I assume this refers to your misconstruing the proposal .

as requiring Board action, which I've discussed above. Otherwise, I have no idea what law(s)

you believe would be violated, or why, so I have no idea how to respond.

Rule 14a-8(i)(3) - Violation ofProxy Rules and Rule 14a-9 - False or Misleading Statements

Your letter doesn't ide:ntify what wording in the proposal or supporting statement you find

objectionable. If you did so mdicate, I'd try to respond with the goal offmding language that

.if you

is mutually acceptable. Please feel free to call me at

think further discussion cotild help us reach that goal.

Sincerely,

Walter S. Baer

froposal submitted to The Swiss Helvetia Fund, Inc. on December 16. 2009

RESOLVED: The shareholders ofThe Swiss Helvetia Fund, Inc. (''Fund'') ask the Board of

Directors to take the steps necessary to adopt an interval fund structure, whereby the Fund

will conduct periodic tender offers at least semiannually for adeast 10% of currently

outstanding commo~ shares at a price of at least 98% of net asset value (NAV).

SUPPORTING STATEMENT: During 2009. our FtIlld has significantly underperfonned

the overall Swiss market both on a share price and NAV basis. Moreover, the Fund's shares

persistently trade at a double-digit discount from NAV, which has averaged more than 13%

over the past five years. One proven Way to reduce the discoUnt is for ~e Fund to adopt an

interval fund structure, in which the Fund conducts periodic tender offers for its shares at a

price at or near NAV. This approach has been successfully implemented by other closed-end'

funds. such as The Asia Tigers Fund and The India Fund, whose discounts under interval

fund structures have averaged below 6% over the same five-year period.

What has worked for The Asia Tigers Fund and The India Fund will, in my opinion, also

work for our Fund to reduce the discount and substantially increase shareholder value.

STROOCK

March 2, 2010

Stuart H. Coleman

Direct Dial 212.806.6049

Direct Fax 212.806.9049

scoleman@stroockcom

Mr. Walter S. Baer

Re:

The Swiss Helvetia Fund, Inc.

Dear Mr. Baer.

I am writing tci inform you that the Board ofDirectors (the "Boai:d") ofThe Swiss Helvetia

.Fund, Inc. (the "Fund") met on February 25, 2010 to consider the .substance .of your

proposal received by the Fund on December 28, 2009 (the "Proposal"), which has been the

topic of our .correspondence over the last several weeks.

As a matter ofprocess, before the Fund could convert to an interval fund, two sequential

steps must occur: first, the Board must conclude that it is in the best interest ofthe Fund

and its stockholders to do so ·and, second, the necessary. stockholder approval must be

sought and obtained.1 Accordingly, the Board determined that light ofthe pendency ofthe

preparation ofthe Fund's proxy statement for its 2010 Annual Meeting ofStockholders, it

should consider your Proposal as ifit (1) had been submitted to and approved by the Fund's

.stockholders at the 2010 Annual Me~ting ofStockholders and (ii) did not contain any of

the deficiencies we identified previously. Doing so would enable the Fund to include a

non-precatory proposal in its proxy statement if the Board determined tl;tat converting to an

interval fund was in the best interest of the Fund and its stockholders.

At its meeting on the 25th,· at which it was assisted by Fund counsel, the Board took the

first necessary step and considered converting to an interval fund, After considerable

discussion and review of materials prepared specifically for the ·meeting, including

information prepared by an independent third party financial services fum engaged by the

Fund, the Directors concluded that conversion to an interval fund,· including pursuant to

the terms contained in your Proposal, was not in the best interest of the Fund and its

stockholders.

Under the applicable rules of the Securities and Exchange Commission, impleIJientation of an ~terval

fund structure requires the adoption of a "fundamental investment policy," which requires stockholder

apprOV2l subsequent to the necessary Board determinations..

NY 72601214v5

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180 MAII>EN LANE, )<EW YOllK. NV 10038-498z TEI;~I2.806.S400 fAX 2.12.806.6006 WWW.STllOOCK.COM

March 2, 2010

Page 2

Rule 14a-8(i)(10) under the Securities andExchange Act of1934, as amended, permits the

Fund to omit a stockholder proposal from its proxy statement where the proposal has been

rendered moot~ To be rendered moot, a proposal must have been "substantially

implemented by tb.e issuer." Given the reguhtory process and the Board's conclusions, we

believe that the Proposal has been substantially implemented: the Board has acted precisely

as requested in the Proposal, although the outcome of its deliberations is not what you

des~e~

* * *

Accordingly, the Fund and the Board respectfully request that you formally withdraw the

Proposal by notice to our:firm or to the Fund no later than March 8, 2010. If we do not

receive a formal withdrawal by that date, we will submit a request for no-action relief to

the Securities and Exchange Commission to permit the Fund to omit the Proposal from its

proxy statement for the 20i0 Annual Meeting ofStockholders.

Stuart H. Coleman

cc:

RudolfMillisits, CbiefExecutive Officer ofthe Fund .

Samuel B. Wltt, III, Esq., Chairman of the Board ofDirectors ofthe Fund

William G. Farrar, Esq., Counsel to the Independent Directon of the Fund

NY 72604214v5

S1 ROOCK l!< STRQ('CK " LAVAN LLP • N~\'I' YORK. LOS Al",a.L~S • MIAMI

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Page 1 ofl

Runyan, Nicole M.

From:

WS Baer

Sent:

Wednesday, March 03, 20106:49 PM

To;

Runyan, Nicole M.

Cc:

Ruedi Miflisits; Sam Witt; William G.Farrar; Coleman, SliJart H.

Subject: Re: The Swiss Helvetia Fund, Inc.

Dear Ms. Runyan,

This message is to acknowledge receipt ofthe letter from Stuart H. Coleman dated Mw:ch 2,2010. This is in fact the

.third letter I have received from Mr. Coleman since I subrilitted a stockholder proposal to The Swiss Helvetia Fund,

Inc. in December, 2009. Each letter has alleged different "deficiencies" in my proposal, and the last tWo have

requested that I withdraw the proposal before the Fund requests a nO-action letter from the SEC to omit it from the

Fund's proxy statement for the 20I0 Annual Meeting of Stockholders.

I don't agree that the points raised in Mr. Coleman's letters should validly disqualify my proposal from being

considered by the Fund's stockholders, and I intend to dispute any no-action request by the Fund. However, I am·

. going out of the country on vaclltion the day after tomorrow, March 5, and will have only sporadic (if any) access to.

email until I return on March 24. Consequently, ifthe Fund submits a no-action request while I am.away, I would

appreciate having this email message included with·the documentation for that request. .I will then pursue the matter

further upon my return.

Sincerely,

Walter S. Baer

4/2/2010

EXHIBITC

MINUTES OF SPECIAL BOARD :MEETING TO CONSIDER PROPOSAL

MINUTES OF A SPECIAL 1ELEPHONIC MEETING

OF THE BOARD OF DIRECTORS OF

THE SWISS HELVETIA FUND, INC.

FEBRUARY 25,2010

A special telephonic meeting of the Board of Directors (the ''Board'') of The Swiss

Helvetia Fund, Inc. (the ''Fund'') was h~ld upon notice duly given at approximately 10:30

a.m. on Thursday, February 25,2010. The following individuals were present for all or

part ofthe meeting..

Samuel B. Witt, III

Jean-Marc Boillat

Richard A. Brealey

Alexandre de Takacsy

Claude W. Frey

Michael Kraynak, Jr.

Didier Pineau-Valencienne

Stephen K. West

Rudolph Millisits

.Edward J. Veilleux

. Stuart H. Coleman

Nicole M. Runyan

Frederic Hottinger

Chain;nan ofthe Board and Director

Director

Director and President

Director

·Director

. Director

Director

ChiefExecutive Officer & Treasurer

Vice President and Secretary

Partner, Stroock & Stroock & Lavan

LLP, Counsel to the Fund

Associate, Stroock & Stroock &

Lavan LLP, Counsel to the Fund

Chairman of the Board, Hottinger

Capital Corp

All participan~s confmned.that they could hear and be heard by the other participants.

M£ Witt acted as Chainnan and Mr. Veilleux: acted as Secretary.

Consideration of Stockholder Proposal to Adopt Interval Fund Structure

Mr. Witt asked Mr. Coleman to discuss the materials that had been sent to the Board in

advance ofthe meeting. Mr. Coleman referred the Directors to a series ofletterS between

him and Walter S. Baer, a stockholder of the Fund, including Mr. Baer's initial letter sent

to the Fund. He said that Mr. Baer's December 16, 2009 letter asked that a proposal be

included in the Fund's proxy materials for its annual stockholder meeting in June 2010.

He said that the proposal asked the Board to take the necessary steps to adopt an interval

fund structure whereby the Fund would conduct periodic tender offers for Fund shares.

He said that the proposal specified that the tender offers be made on at least a semi

annual basis, that each tender offer would be for· at least 10% of.the Fund's ·outstanding

shares and that each tender offer would be for a price of at least 98% of the Fund's net

asset value per share. '

Mr. Coleman said that he had sent two letters to Mr. Baer in response to his request He

said that his January 8, 2010 letter advised Mr. :Baer that, in' order' for the Board to

consider his request, Mr. Boor would have to provide proof of his continuous ownership

of a sufficient amount of the Fund's shares for a~ least a year as of the date his proposal

was submi~d to the Fund. He, advised the Directors' that Mr. Baer had subsequently

submitted, in a timely fashion, the required proof in response to. the request. Mr.

Coleman said that his Jariuary 22,2010 letter to Mr. Boor detailed several deficiencies in

the proposal, which Fund Counsel and Counsel to the Non-interested Directors believed

would permit the Fund to seek no-action relief from the staff of the Securities and

Exchange Commission ("SEC") to omit the proposal from the Fund's 2010 proxy

materials. He said that the proposal would· unlawfully place constraints on the Board's

fiduciary duties in de~ermining whether the Fund should operate as an interval fund and

would impermissibly strip the Board of its discretion in determining the various

components of any tender offers, including their frequency and amounts. He said that his

letter to Mr. Baer also noted that the adoption of an interval fund structure would require

the adoption of a fundamental investment policy by the Fund, which would have to be

approved by the Fund's stockholders. Mr. Coleman said that his letter recited the

regulatory provisions under which the Board could exclude Mr. Baer's proposal from the

Fund's proxy .and invited Mr. Baer to make revisions to his proposal in light of the

contents ofthe letter.

Mr. Coleman then directed the Board to a copy of Mr. Baer's January 29, 2010 response.

He said that Mr. Baer had not made any changes to his .proposal and had only reiterated

'his view that the proposal was precatory in nature (i.e. the proposal "asked" the Board to

undertake certain considerations, and did not mandate a conversion to an interval fund

structure). In response to a question, Mr. Coleman noted that stockholders, including Mr.

Baer, could not compel the Board to propose the adoption of an interval fund structure if

the Board determined it was not iJ;l the Fund's or its stockholders' best interests.

Mr. Coleman briefly discussed Mr. Boor's history of activism with respect to other funds

and proposals. He noted that Mr. Boor had submitted several proposals over the last two

calendar years, focusing on, in substance, converting closed-end funds to open-end funds.

He also noted the Counsel to the Non-iriterested Directors was aware of at least two other

funds that. had received identical proposals from Mr. Baer for inclusion in their 2010

proxY materials. A discussion ensued about Mr. Baer's motivations for sending identical

proposals to multiple fund families and whether his interests were aligned with those of

the"Fund's long-term stockholders.

Mr. Coleman then referred the Directors to memoranda prepared by Fund Counsel that

were included in the materials sent to the Board in advance of the meeting. He reviewed

the materials and described the strUcture and regulatory requirements of an interval fund,

including the necessary board determinations and the process involved in converting

from a closed-end fund to an interval fund, including the approval, of a fundamental

investment. policy by a fund's stockholders. He also reviewed the components of a

repurchase offer, the requirements for ~ockholder notification, and the requirements for a

ftmd to maintain liquidity to finance the repurchases"

He reminded the Directors that closed-end funds' ability to raiSe additional·capital·after

their initial public offerings was limited to secondary offerings (if a fund's shares were

trading at a premium) ·or rights. offerings . ·Mr. Coleman noted that adoption of an

.interval fund structure, in the absence of an ability to raise additional capital, could be

viewed as a protracted liquidation of a fund. He then described the risks associated with

interval funds, as out1in~d in the materials, mcluding a fund's inability to replace the

assets. that would be lost through cash payments to tendering stockholders and the

difficulties faced by an advisor in managing a fund with periodic tender offers (including

the tax consequences of liquidating portfolio securities· to raise cash to finance the

repurchases, the need to manage the cash pending payment to tendering stockholders, and

the possibility that a fund would not be able. to take advantage of investment

opportunities when they arose). He also noted that the resulting reduction in fund assets

would inevitably result in an increase in the fund's expense ratio. Mr. C;oleman noted

that the Filnd had conducted only three rights offerings in its 23-year history and that the

nature of the Swiss market might make it difficult for the Fund to conduct rights offerings

with greater frequency ·or while the Fuild's shares traded at a premium. He noted that

Switzerland, unlike India (for example), allowed open access to its securities markets.

Mr. Coleman said that a purported benefit of interval funds was that they traded at a

reduced discount to net asset value. He said that the claim was not bome out by

. empirical evidence. He directed the Board. to the materials prepared by UBS which

indicate that there was little evidence that periodic tender offers had any long term impact

on a fund's shares trading at a disco~t to its net asset value and said that a significant

reduction in fund assets could result in an advisor determining that managing the fund

was no longer sufficiently profitable. He said· that should an advisor choose not to

continue to manage a :fund under such circumstances, the small size of the :fund might

. make it difficult for a board to find a replacement manager.

Mr. West reviewed with the Board the several discussions and presentations in the past

concerning discounts in the closed-end fund market generally and the Fund's discount in

particular. He reminded the Board that eliminating the Fund's discount was not a

fiduciary duty of the Board. Mr. West continued by noting that proposals geared towards

reducing a fund's discount, such as ·Mr. Baer's, were largely made by short-term

investors who wanted the ability to sell their shares from time to time at a price that

approximated net asset value. He said that previous Board actions, including the Fund's

share repurchaSe programs over the last ten years, were more beneficial to the Fund's'

stockholders, as the accretion to the Fund's net asset value was distributed in a more

equi~ble fashion. A discussion ensued, dUring which it was noted that, as the Fund's

expense ratio increased, it was expected that its discount also would increase, as the

attractiveness ofinvesting in the Fund waned.

,i;

Mr. Millisits then reviewed the materials the Advisor had distributed to the Board in

advance of the meeting. He descnOed the impact on the Fund's assets and expense ratio

that would result from a series of tendei: offers in a variety ofmarket scenarios, including

on the terms,proposed by Mr. Baer. Mr. Millisits reviewed the Fund's assets and expense

ratio. assuming the implementation of Mr. Baer's proposal, over a three-year period. He

pointed out that the Fund's assets would b~ re,duced by almos:t half by the end ofthe third

year. with almost a 50 basis point increase in the expense ratio. He stated that it would

become increasingly cli:f:t:icult to manage the Fund according to its investment objective

and principal investment strategies, Citing the negative tax consequences, especially in

light ofthe embedded long-term capital gains in the Fund's portfolio.

Mr. Coleman, continued by referring back to the UBS materials that included information

on the use and effect of tender offers in the closed-end fund market and included specific

case studies on'certain interval funds. including some funds that had sought stockholder

approval to convert from closed-end funds to interval funds. Mr. Coleman noted that the

materials showed that the repurchase offers had not had any long-term impact on the

level ofthe funds' discounts to their net asset values.

A discussion ensued concerning the two interval funds cited in Mr. Baer's proposal (The

India Fund and The Asia Tigers Fund), and their similarities to and differences from the

Fund.

, !t

(

1Y.fr. Coleman concluded by advising the Directors that, at the Board's direction, he would

inform. Mr. Baer ofthe Board's determina:tions at the meeting. He noted that ifthe Board

concluded it was not in the best interest of the Fund and its stockholders to convert to an

, interval fund, he would advise Mr. Baer of that :finding and ask Mr. Baer to formally

withdraw his proposal. If. however. the Board concluded it was advisable to proceed to

convert to an interval fund structure, he noted that the Board would need to submit such a

proposal to the Fund's stockholders for their approval. Mr. Coleman stated that,

assuming the Board concluded it was not advisable to convert the Fund to an interval

fund, if Mr. Baer refused to withdraw his proposal. the Fund would seek nQ-action relief

from the SEC permitting it to omit Mr. Baer's proposal from its 2010 proxy materials,

based on the fact that the Board had already substantially irriplemented the proPosal

After further discussion and upon motion duly made and seconded, the following

resolution was unanimously adopted:

WHEREAS, the Board of Directors (the ''Board'') of The Swiss Helvetia

Fund, Inc. (the "Fund") received a proposal (the "Proposal") from a

stockholder for 'inclusion in the Fund's proxy materials for its 2010

Annual Meeting of Stockholders (the "2010 Proxy Materials"); and

WHEREAS, although the Board believes the Proposal cquld be omitted

from its 2010 Proxy Materials pursuant to Rule 14a-8 under the Securities

Exchange Act of 1934, as amended, the Board has agreed to consider the

Proposal as if it (i) had been submitted to and approved by the 'Fund's

;

.!,

stockholders at the 2010 Annual Meeting of Stockholders and (n) did not

contain any of the deficiencies discussed at this meeting or otherwise

identified by Fund eoimsel.

NOW, THEREFORE BE IT RESOLVED, that the Board, after careful

consideration, hereby determlnes that the conversion of the Fund to an

interval fund structure npon the terms discussed at this meeting, including

the terms set forth in the ProposaJ., is not in the best interests of the Fund

or its stockholders and is therefore not approved; .and be it further

RESOLVED, that Fund Counsel is hereby authorized to notify Mr. WaIter

s. Baer of the Board's determinations, in the manner discussed at this

meeting.

Other Business

The Chainnan then asked if there was any other business and there was none. Following

discussion, the meeting was adjourned. The next meeting of the Board ofDirectors was

scheduled for Wednesday, March 17,2010 at the offices of Hottinger & Cie in Geneva,

Switzerland at 2:30 p.m., Switzerland time.

Respectfully submitted,

- I

. !,

EdwardJ. Veilleux

Secretary

Walter S. Baer

April 12,2010

Securities and Exchange Commission

Division of Investment Management

Office of Chief Counsel

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

I am writing in opposition to the request for no-action relief dated April 2, 2010 from Stuart H.

Coleman, Outside Counsel to The Swiss Helvetia Fund, Inc. (the "Fund"), which seeks no-action

relieffrom the Commission to omit from the Fund's proxy materials a shareholder proposal I

submitted to the Fund on December 16,2009. I am a long-term investor in the Fund and have

continuously owned shares worth more than $2000 since 2002. My proposal, a copy of which is

attached, seeks a vote at the next meeting of shareholders to "ask the Board of Directors to take

the steps necessary to adopt an interval fund structure, whereby the Fund will conduct periodic

tender offers at least semiannually for at least 10% of currently outstanding common shares at a

price of at least 98% of net asset value (NAV)."

The basic logic for excluding my proposal is fundamentally flawed.

The "Primary Grounds" stated in the Fund's request for no-action relief is that my proposal has

been "substantially implemented," since the Fund's Board of Directors considered the proposal

on February 25 and formally rejected it. Yet the Board appears to have neither sought nor

received any shareholder input (except for mine) when it rejected the interval fund concept.

The whole point of my precatory proposal is to seek the shareholders' views on adopting an

interval fund structure, which I believe would reduc·e the discount at which Fund shares trade and

thus increase their value to benefit all shareholders. If a substantial majority of voting shares

favor the proposal, I would hope that the Board would then consider it seriously, even if it is not

obligated to do so. But to summarily reject the proposal to avoid learning what the shareholders

themselves think of it doesn't seem consonant with the Board's fiduciary responsibilities to act in

the shareholders' as well as the Fund's best interest.

More disturbingly, this approach to blocking an unwelcome proposal would set an unfortunate

precedent for other shareholder proposals if it were allowed to prevail. The reasoning in the no

action request implies that any shareholder precatory proposal, on any subject whatsoever, can

be "considered" by the Board, rejected, and thereby rendered moot so that it can be omitted from

the fund's proxy materials. This would seem to vitiate completely the rationale for most

precatory proposals, which is to give the shareholders themselves an opportunity to express their

own views on a relevant matter so as to inform the Board and management Instead, a fund or

corporate Board could simply take preemptory action to eliminate, in the words of the no-action

request, "the cost and burden of seeking a stockholder vote on the Proposal."

The "Additional Grounds" stated for excluding my proposal are weak and scattered.

Because I believe the "substantially implemented" argument is fundamentally unsound, I will

comment only briefly on the other reasons for exclusion contained in the Fund's request for no

action relief The first of these is that my proposal "deals with a matter relating to the company's

ordinary business operations." As I previously stated in my response to Mr. Coleman's letter of

January 22, it is hard for me to me to believe that he or the Fund would seriously consider

adoption of an interval fund structure to be an ordinary business operation. In fact, footnote 3 of

the no-action request points out that adopting an interval fund would require majority

shareholder approval at another meeting - hardly an ordinary business operation.

The second group of "Additional Grounds" alleges "Violation of Law" because my proposal

would "require" the Fund or its Board to take various further actions. Of course, this or any other

precatory proposal doesn't require the Fund or Board to do anything, even if shareholders vote

for it by a ten-to-one margin. A favorable vote should send a message to the Board, however,

that the shareholders want some action taken to enhance shareholder value, such as the interval

fund proposed here.

The third group of "Additional Grounds" objects to specific language in my proposal and/or

supporting statement. I believe my statements are accurate and not misleading; but recognizing that

the Fund might take issue with some specific wording, I said in my December 16, 2009 letter:

"Please feel free to contact me by email ... or phone ... if representatives of the Fund or its Board of

Directors would like to discuss this proposaL" My email response to Mr. Coleman's first letter

(January 8, 2010) said: "I hope that we will be able to work together to perfect the wording of my

proposal, if necessary, or otherwise resolve such issues without unnecessarily bothering the SEC

or burdening the Fund's shareholders with further legal expenses." (A copy of my January 9, 2010

email response is attached, since it was not included in the Exhibits to the Fund's no-action request.)

My January 29 response to Mr. Coleman's second letter (January 22,2010) repeated the same

sentence in the hope that we could amicably work out acceptable wording.

However, neither the Fund nor its Outside Counsel made allY serious effort to work with me

constructively to perfect wording or resolve other issues. No one from the Fund or its Board has

contacted me. Mr. Coleman's only contacts have been the three letters he has sent me, none of

which identified specific language that he found objectionable. When I called him on January 13,

2010, he refused to discuss anything substantive on the phone and said I would be duly informed

in writing as to how the Fund intended to proceed. The first time I saw any specific language that

the Fund objected to was when I received a copy of the April 2 request for no-action relief.

The Fund and its Counsel's intransigence stands in sharp contrast to my past experience in

working out compromise proposal language with other closed-end funds. As the most recent

example, in December 2009 I also submitted a similar interval fund proposal to another closed

end fund. In January 2010 an officer of that fund emailed me a letter raising issues with certain

language in the proposal and suggesting revisions. I emailed a response the next day, and we

subsequently spoke on the phone and successfully resolved our differences. I expect that the

revised proposal will appear in that fund's proxy and will be voted on by shareholders at its

annual meeting this spring..

Please contact me by phone

email or letter if there is additional information I

could provide that would be helpful to the Commission Staff in considering this matter. Again, I

believe that the statements in my proposal and supporting statement are accurate and not

misleading; but if the Staffwere to recommend revisions, I would address them promptly.

I strongly believe that shareholders should be permitted to voice their opinion through voting on

proposals intended to enhance the value of their investments in accordance with Rule 14a-8.

Consequently, I respectfully ask that you not concur in Mr. Coleman's request on behalf The

Swiss Helvetia Fund, Inc. to omit my proposal from the Fund's proxy materials.

Yours very truly,

Walter S. Baer

cc: Stuart H. Coleman, Strook & Strook & Lavan LLP

Walter S. Baer

The Swiss Helvetia Fund, Inc.

1270 Avenue of the Americas, Suite 400

New York, New York 10020

Attn: Secretary of the Fund

December 16, 2009

I have been the beneficial owner of shares ofThe Swiss Helvetia Fund, Inc. ("Food")

continuously for at least one year with a market value of at least $2000. I intend to hold these

shares continuously until the next meeting of shareholders. Pursuant to Rule 14a-8 of the

Securities Exchange Act of 1934, I hereby submit the proposal and supporting statement

shown below for inClusion in the Fund proxy materials for the next meeting of shareholders.

I intend to present this proposal personally or through an authorized representative at that

meeting.

Please feel free to contact me by email

.\ or phone

representatives of the Fund or its Board of Directors would like to discuss this proposal.

Yours very truly,

Walter S. Baer

RESOLVED: The shareholders of The Swiss Helvetia Food, Inc. ("Fund") ask the Board of

Directors to take the steps necessary to adopt an interval fund structure, whereby the Food

will conduct periodic tender offers at least semiannually for at least 10% of currently

outstanding common shares at a price of at least 98% of net asset value (NAV).

SUPPORTING STATEMENT: During 2009, our Fund has significantly underperformed

the overall Swiss market both on a share price and NAV basis. Moreover, the Fund's shares

persistently trade at a double-digit discount from NAV, which has averaged more than 13%

over the past five years. One proven way to reduce the discount is for the Fund to adopt an

interval fund structure, in which the Fund conducts periodic tender offers for its shares at a

price at or near NAV. This approach has been successfully implemented by other closed-end

funds, such as The Asia Tigers Fund and The India Fund, whose discounts under interval

fund structures have averaged below 6% over the same five-year period.

What has worked for The Asia Tigers Fund and The India Fund will, in my opinion, also

work for our Fund to reduce the discount and substantially increase shareholder value.

saturday, January 9. 2010 1:36 PM

Re: The Swiss Helvella Fund, Inc.·-Deflc'ency Notification

r'· ' -wsea

'to: "Nicole M.Runvan· <nrunya~troodc.Q:lm>

(.t,;

"Stu01rt H.Coleman" <scolemanOstrooc:k.com>, "Ruedl HIIII,M:s" cRMlmsltsCswz.cam>. -sam MU

G.Famtr" <FarrarW.sutlcrom.c:om>

~'f"~~

"Ryan Stoops- <ryM.stoops4f!e:tRde.com>,

1 FIle (141KB)

-wllIbltn

•

Coleman let

Dear Ms. Runyon.

I am responding to the lettar dated Januery 8, 2010 from Sluarl H. Coleman Ihat was attached to your emaR message. Mr. Colemen's letter states that the

letter (dated December 21, 2009) from E'Trade F1nanclal whIch I forwarded to The Swiss Helvetia Fund,lnc. ('Fund" or 'SWZ'), and which the Fund received on

JanuaIY 4.2010. does nol edequalely "verify my ownership of Fund shares In accoldance with the requirements under Rule 14a·8(b).'

The narerenced E"Trada letter does contain a clerice' error, In that" refers to my ownership of shares 01 the Fund "for atleast one year prior to Odober 30, 2009"

instead of "for at least one year prior 10 December 16, 2009" which Is the dale my proposal was wrltten. I wli therefore ask E'Trade to send a corrected Jener directly

to tha Secretary of the Fund. as Mr. Coleman has requesled.

Howev.... Mr. Coleman's letter further says that "There Is no proof In thIslE"TredeJ letter that your [sic] own sheres • ooneficlally or reconl • of 'The Swiss Helvetica

Fund, Inc: • because the E'Trade letter refers to 'Swlss Helvetica Fund (SWZ)" rather than "The Swiss Helvetica Fund, Inc.' Thls Is a silly example of legal

pedantry that doesn't seem to me somelhlng Strock would be proud of. The facts are these: mona then five years a90, I purchased shanas of "The SwIss Helvetica

Fund. Inc." (aka 'Swlss Helvetica Fund' or 'SWZ- or 'Fund') valued at mona than $2000; and I ha'/e held these shares continuously up to now, which Includes 'at

least one year prior to' October 30, 2009. December 16. 2009. or any of the other dales men~oned in Mr. Coloman's letler.

FinaDy, Mr. Colemen's letter says "w. will be s.ndlng you a subsequent letter outlining certain subs1anllve' Issues regerdlng my proposal. I hope thai we will be abl.

to work together 10 perted the wording of my proposal, if necessary. or othe>wlsa resolve such issues wllhout unnecessarily bothering the SEC or bunlening the

Fund's shareholders with further legal expenses.

Sincerely,

Waher S. Baer

.- On FrI, 118110. Runyan, Nicole M. <nnmyan@slroock.com>wrote:

From: Runyan, Nicole M. <nrunyan@stroock.com>

Subject: The Swiss Helveha Fund, Inc.-Deflclency NoUflcaUon

To 0

Cc: ·CoIeman. Stuartt- <scoleman@stroock.com>, 'Ruedi Mftllslts' <RMnllslts@swz.com>, 'Sam W1tt"• • • • • • • ·Farrar. WlDiam G."

<FarrarW@sullcrom.com>

Date: Friday. JanuaIY 8.2010.2:36 PM

Mr. Baer.

Alt8ched is a copy or a lelter on behalf of The Swiss Helvetia Fund,

Inc.. notifying you of certain procedural deflclencles under Rule 140-8

of the Securities Exchange Act or 1934, as emended, contained in your

proposal received by the Fund on December 28, 2009, as supplemented by

your letter received on January 4,2010.

A hald copy 01 this letter also is beln9 senlto your ettentlon by

FedE><.

Regards,

Nicole Runyan

Nicole M. Runyan

~troock & Stroock & Lavan LLP

180 Malden Lane

New York, New York 10038

T: 212.806.6443 .

F: 212.806.7143

nrunyan@slroock.com

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.