SEC Division of Investment Management staff letter: The Swiss Helvetia Fund, Inc.

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 May 5,2010
Re: The Swiss Helvetia Fund, Inc: - Shareholder Proposal ofMr. Walter S. Baer Dear Mr. Coleman:
In a letter dated April 2, 2010, you notified the Securities and Exchange Commission ("Commission") ofthe intent ofThe 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 ofdirectors 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 ofdirectors 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 oflaw and is beyond the authority ofthe 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 ofthe 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 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 ofCorporation Finance, StaffLegal Bulletin 14B, Section B (Sept. 15,2004). Accordingly, we do not believe that the Fund may omit the Proposal or portions ofthe 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 ofobjections 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 ofthe 80-day requirement. Attached is a description ofthe informal procedures the Division ofInvestment Management follows in responding to shareholder proposals. Ifyou 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

April 2, 2010
Securities and Exchange Commission
Division ofInvestment Management
Office ofChiefCounsel .
100 F Street, N.E.
Washington, DC 20549
By Email

stuait H. Coleman
I
Direct Dial 212.806.6049 i. i
Direct Fax 212.806.9049 j scoleman@Stroock.com I I , .,f I I !
I
Re: The Swiss Helvetia Fund, Inc.-Intention to Omit Stockholder Proposal ofMr. i I Walter S. Baer I Ladies and Gentlemen: I I Inaccordance 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, I 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 ofStockholders (the "Meeting") the stockholder I proposal and the statement supporting the proposal (together, the "Proposal") submitted to I the FundbyMr. Walter S. Baer (the "Proponent") under cover ofa letter dated December 16, 2009. A copy ofthe Proposalis attached as ExlribitAand a copy ofall correspondence I between the Fund and the Propo~ent conc~rningthe Proposal is attached as Exhibit B. ! I I We believe that 'the Proposal may be excluded, among other reasons, under Rule 14a ; i 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 I i (the "Commission") express its intention not to recommend enforcement action if the f i Proposal is excluded from the Fund's Proxy Materials for the reasons set forth herein. i I The Proposal r i f The Proposal asks the Board of Directors of the Fund (the "Board") to take the steps I necessary to adopt an interval fund structure, pursuant to which the Fund would conduct I ! ; j 1 j , ! NY 72597251v4 sntOOCl\ I'< STR()()(;K '" L.~"AN LU • NHW YOIlK • LOs /lNGH~S • ~II/1MI 180 M/lILlEN L,\NE, NEW YIlIlK. NY 10038-4982 'fliL 212.80(>'54°° FAX 212.8.06.6006 WWW.Sl·kOOCK.COM i· !

April 2, 2010 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% ofthe 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) Sender Letter Content Noteworthv Tonics 12/2812009 (Received) Proponent Initial Proposal Proposal failed to comply with all ofthe procedural requirements of Rule 14a-8(b) 01/0412010 (Received) Propon~t Letter from Broker Content did not satisfy Rule 14a￾8(b) .. 01/08/2010 (Sent) Fund Notification of Proposal Defects under Rule 14a￾8(b) Letter provided instruction on method and time to cure procedural defects; Notified Proponent ofsubsequent letter identifying substantive ~efects of the Proposal 01/1212010 (Received) Proponent Letter from Broker Cured Ru1e 14a-8(b) defects . 01/2212010 (Sent) FuIid Notification of Proposal Defects under Rule 14a.-8(i) Cited specific provisions ofRule 14a-8(i) and provided rationale for .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 ofthe pendency ofthe preparation ofthe 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"). NY·72597251v4 STROOCK '" STIIOOCK lit LAVAN ·LLl' • NEW "YOIlK • LOS ANCELES • MIAMI I SO MAIDEN LANE. NEW YOIl!>. N"Y 1003 8-~9B2 TH 212. 806.S4-00 f:\X 212.806.6006 WWW.STIIOOCK.COM I

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ApD12, 2010 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 ofseeking a stockholder vote outhe 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 ofthe minutes ofthat meeting is attached as'Exhibit C. Date (SentlReceived by the Fund) Sender Letter Content Noteworthv TODics 03/02/2010 (Sent) Fund Notification of Board Meeting

• Notified. Proponent offormal
  Board consideration ofProposal;
  Requested withdrawal of-Proposal.
  03/03/2010
  (Received)
  Proponent Resubmission 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 ifthe 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 StaffWaive 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￾NY 72597251v4 STRODCK & STROOCK & LAVAN ttl' • N£W yonK • LOS ANGELES. M1Ahll 180 M.-\IDEN LANE, IHW YORK, NY 100]3-4982 ·TEI. 1 ~.S06.S400 fAX 212.806.6006 WWW.STROOCK.COM

April 2, 2010 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 companymusthave actually taken steps·to implementthe 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 adosed-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 to Rule 14a-8); Securities Exchange Act Release No. 20091 (August 16,1983). TheFund 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. Ifthe Board concludes it is, the Board must submit a proposal to stockholders. Ifthe Board concludes it is not; the Board cannot lawfully submit a. proposal sU;ckholders and the process ends. NY 72597251v4 . Sl ROOCK & STROOCK lie LAV.~N LLI' • ,NEW YORK. LOS ANCELbS • MIAMI 180 MAIDEN LoUIE, NEW YORK. NY 10038-4982 TH ~D.806.54QQ FAX 212.806.6Q06 W\lW.STROO~K.COM

April 2, 2010

Page: 5

Proposal and concluded that the conversion is not in the best mtercit ofthe 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 thatstockholder 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

1. Rule 14a-8~)(7)-Management Functions
   Rule 14a-8(i)(7) permits the exclusion of a shareholder proposal from a company's proxy materials ifit 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), itwill consider, on a case-by-case basis, whether the proposal deals with a matter relating to a company's ordinary business operations, takinginto accountfactors 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, NY 72597251v4 STaOOe& !{ STaOOCK & LAV"~N LLP • NEW Y~lIK • LOS l\NGELIoS • MIAMI 1 SO MAIDEN LANE. !\llW YOllK: ~y I0038':'498~ 'tEL 12. 806-'5400 FAX z·, ;2.806,6006 W\VW.STlIOOCK. COM

Apri12,2010
P~e6
Inc. (March 15, 1996). More ,recently, however, the Staff ofthe Division ofCorporate 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 ofproposalto 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 capitalraising, capitalmanagement 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 ofthe Staff ofthe Division of i ( 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 ! ofthe Division ofCorporate Finance has determined that the repurchase ora company's i . .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 ! i I have theBoardmake a detennination about the method, timing andamount ofrepurchases i ! of the Fund's shares, the Fund. believes it should be able to exclude the entire Proposal ! ! 1 under Rule 14a-8(i)(7). I Even ifthe 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 i excludable from the Fund's Proxy Materials, as the determination ofthe fixed interval for i the repurchase offers ("at least sem-annually...") and the setting ofthe amount of each I ! ! 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) (fundmay 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. NY 72597251v4 STROOCIl. Ii: STROOCK II< LAVAN ttl' • N~W YOI'K • 1,05 ANCI>I.&S • MIAMI 130 MAIJ>EI\ L!.!'IE, NEW Y01\K, NY 10038-4982 T1:L 2 J 2.8n6.$400 F:~ 212.806.60Q6 WWW.STROOCK.COM

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Apri12,2010

2. 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 itis subject, including the 1940 Act.4 Ifthe 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,lalrepurchases 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 andExchange 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}lgagedin...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...". NY 72597251v4 STROOC1t l< STROOCK .. l.AVAN lLf • N~W YO.IIK • LOS ANGELES' MIAMI .1~O M;\IDEN LAN.E, NEW 'iORK, NY 10038-4982 TEl lD.8Q6.Hoo fl:t 1D.806.6oo6 wwW.STllOOCK.CO~l

April 2, 2010

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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. 5 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, underRule 14a-8(i)(6), the Proposalmay be excludedbecause the Fund lacks.the poweror authority to implement it.
3. 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 certaintywhat is being voted on. The vagaries ofthe Proposal do notresult 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. Ifthe 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. . NY 72597251v4 STROOCK I!< ST'RooeK II: 1.11'.'11'1 llP • l'IHV YOIlK • 1.IIS ~!'lCeL~S • MIIIMI ISO M.'I1DU' LANE. l'EW ~OI\K. NY 10038-498z 'IH ~lz.8{)ti.H(l0 F,\X 212.110(,.6006 \VW\V.STROllCK.CO/d 5

April 2, 2010 . in the Fund's best interest to.convert to an interval fund structure, it may conclude that the terms ofthe repurchase offers should be differentfrom those contained in the Proposal. As such, the·Board would then need to propose a fundameribl investmentpolicy 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 proposalII Fuqua Industri'es, Inc. (March 12,-1991). A. 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 ofthe conve~on. As a separate matter, the Proposal does not contemplate a result where, in the reas~nableexercise ofits bus,iriessjudgment, 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). B. 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 ofthe supporting statement may be omitted under Rule 14a-8(i)(3). .
C. 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.6 Although the Comparison Funds have operated with smaller discounts than the The AsiaTigers Fund andThe India Fund have operatedas intervalfunds in accordancewithRule 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 repurchasesfor atleast l00A ofits outstandingshares. 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 differentinterval 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 ofthe C9mparison Funds. As sUch, the Fund believes that portion ofthe supporting statement may be omitted under Rule 14a-8(i)(3).

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In accordance with Rule 14a-8(j), the Fundis contemporaneously notifying the Proponent, by copy of this letter and related exhilJits, ofits 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 ofissuing 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 ofthe substance ofthe 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 substantialreduction in thefund'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 I i j￾I ! i I ! I,

April 2, 2010 policy and practice: In the alternative, to the extent the Staffbelieves that minor revisions to the Proposal are possible. the Fund believes that any revis~d Proposalwould 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 conclusionsregarding 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
The Swiss HelvetiaFund, Inc. December 16,2009
1270 Avenue ofthe Americas, Suite 400 .
New York, New York 10020
Attn: ·Secreiary ofthe Fund
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 intendto hold these shares continuously until1he nextmeeting ofshareholders. Pursuant to Rule 14a-8 ofthe . Securities Exchange Act of 1934, I hereby submit the propo~aI and supporting statement . shown belowfor inclusion in the Fund proxy materials for the next meeting ofshareholders. .I intend to present this proposal personally or through an authorized representative at that meeting. . . Please feel free to contactme by email; orphone ( if representativesofthe Fund or its Board ofDirectors would like to discuss Uns proposal. WalterS. Eaer REsOLVED: The shar~holders ofThe SwissHelvetiaFund, Inc. ("Fund") ask the·Board of Directors to:take the steps necessary to adopt an interval fund structure, whereby the Fund I will conductperiodic tender offers. at leastsemiannually for at least 1O%~of cuttently outstanding commo~ shares at a price of.at least 98% ofnet asset value (NAV): I SUPPOlITlNG STATEMENT: During 2009, our Fund has significantly underperformed the overall Swissmarket both ona share price and NAV basis. Moreover, the FUI'1d's shares I 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

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The Swiss HelvetiaFund, Inc. December 16,2009
1210AvenueofilieAmericas, Suite 400
NewYork, New York 10020
AtIn: Secretary ofthe Fund
I have been the beneficial oWner ofshares ofThe SwiSs Helvetia F~d, Inc. ("Fund") continuously for atleast 000 year with a market value of at least $2000. I intend to hold these shares continuously until the next'meeting ofsharehQlders. PursuanttoRule 14a-8 ofthe . Securities Exchange Act of 1934, I hereby submitthe proPosal and supporting statement . shown below for inclusiOIi inthe Fund proxy materials for the nextmeeting pfshareholders. 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 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.atleastsemiannuallY for at least 1O%.ofC1ll'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 AsiaTigers Fund and The India Fund, whose discounts under interval fund structures have averaged below 6% over1he 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 toreduce the.discount and substantially increase shareholder value. . . ",

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ETRADE Securities LLC ETRADE P.O. Box 1542
FI N A NC'IALo M.;:rrifili!ld, VA 22116-1542 www.etrade.com .
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. Re: 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 ETRADE 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 $2.000.00 as of Friday's market close (December 18, 2009). 'We can also confirm that Mr. Baer has owned these shares continuously for at.l~ one yearp~or to October 30, 2009. . Need help or have additional questions? Feel free to visit our Online Service Center 24 hours a Clay.·7 days a week. You can quickly find the answer to common 'questions, track the progress of yo~. ~~~Re. ~quests, and seryice your accounts with the click of your mouse. Please visit litfps:fltis:etrad6{co'mleltlwelcome/oscinstructions, or simply type your keywords or questions in the search box on the top right ofour website and click "Go". . ETRADE is committed to providing quality customer service. Should " you have any further . questions, plt<.ase contact a Financial Service Associate at 1.800.387.2311. 7:00 am to midnight . (HI) seven days a week .' ;;:Q !Y.lQ11!LTmy'~$•• _ Correspondence Specialist E*TRADE Securities LLC I I .

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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 amwriting oil behalfofThe Swiss HelvetiaFund, 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 deficienciesthat 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 oftheir 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 oftim~ t() satisfy that requirement. As you are aware, the Proposal received on December 28,2009 did not include any proof ofyom- ownership ofany shares ofthe Fund. On January 4, 2010, we receiVed a letter from E1RA"DE Financial attempting to verify your ownership ofFund shares in accordance with the requirements under Rule 14a-8(b). The proof of ownership submitted by ETRADE 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 ofOctober 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 thatyou continuously owned the requisite number ofshares ofthe Fund for a period of one year as ofthe date you submitted the proposal. To remedy these defects, you must submitwritten proof ofyour ownership ofthe Fund1s shares in satisfaction of all ofthe 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 proofmay 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 ofStockholders. 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 IndependentDirectors ofthe Fund 2 . 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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Att!'t:,s~c.re1iir~ 0f the Fund"

'Re: h~mE~ecgrities".Accoun'f
.;!>-Cottec1ed Lct'tbrJ' .. ' . ....0; ..'
.Dear. MJ;",I(acr.
:".ffiig It~ i;~ j.n resPQos.e·.t'6·yourxeq'Ue..<;l reaci''e.d on .Dece.liJ,ber:15~,1!J0.9;.rQr:wrihen.cotlffunliti0Ji. of. yklltr o.t\qship" 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 WalterBaer'iis bC.llefle.iiil.o\'i1<:r ofshnres 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.tjUti6L1~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.~. :. . 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.:. . .Sin.cery;:/y, . r-> 0~~~ 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 informyou. 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 onDecember 28, 2009 (the "Proposal"). In an effort to conserve the time and resources ofthe staffofthe Securities andExchange 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 fromthe 2010 ProxyMaterials to permit you either to withdraw the Proposal or correctit, where you believe possible. The Proposal . . The Proposalwould require the Fund's Board ofDirectors (the IIBoardll) "to take the steps . necessary to adopt an interval fund structure, whereby the Fund will conduct periodic tender offers at leastsemiannually for atleast 10% ofcurrentlY outstanding common:shares at a price ofat least 98% ofnet assetvalue (N"AV}.I' The onlyway for the Fund lawfully to conduct the periodic repurchases you contemplate is for it to comply with Rule 23c-3 under the Investment CompanyAct 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 isrequired, acting as a fiduciary, to conclude that operating an intervalfund 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.Yjudgmenrs 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

policy permitting the Fund to operate as an interval fund. This policy ma.y not be submitted for stockholder approVal unless and until. the Boardhas made the determination descnbed above. The Boardhas 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 intervalfund 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% ofthe 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 ofeach repurchase. ReasQns to Exclude the Proposal The Proposal, as worded, can be excJndedfrom 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 matterrelating to its ordinary business operations.1 The decision whetherto repurchase shares ofthe Fund's outstanding common stock (that is, the decision to adopt an 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 ofthe Fund. 3 " Rule 14a-8(i)(2)=-Violation ofLaw. Pursuant to Rule 14a-8(i)(2), the 'Fund can exclude proposals that would violate any state, federal or foreign law to which it is subject, 1 Amendments to Rules on Shareholder Proposals, Securities Exchange ActRelease No. 23200, 1998 WL 254809 (May 21, 1998). 2 The Division ofCorpo:rate Finance has taken the view that stockhokier proposals requesting companies to implementshare 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 implements1merepurchase program), VlShay Intertecbnology, Inc., 2009 WL890016, 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). ' 3 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 , ! I f I

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January 22, 2010 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 ifthe proposal orsupportingstatement-or portiqns thereof-is contrary to any of the SEC's proxy rules, including Rule 14a-9, which prohibits materially £Use or misleading statements inproxy 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 andmisleading."5

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We, urge you to consider our position and to consult as you deemnecessarywithyour own advisers, recognizing thatwe are notyour counsel. We are voluntarily providingyou 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 ofthe Fund, take such action as the Board and management believe is appropriate. Stuart H. Coleman cc:. Rudo]fMillisits, ChiefExecutive Officer ofthe Fund Samuel B. Witt, III, Esq., Chaiiman ofthe Board ofDirectors ofthe Fund William G. Fan41', Esq., Counsel to the Independent Directors ofthe Fund 4 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). 5 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 I :
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Walter S. Baer
Stuart H. Coleman JanlWY 29, 2010
Stroock, Stroock & Lavan LLP
180 Maiden Lap.e
New York, New York 10038
Dear Mr. Coleman:
I am responding to your letter ofJanuary 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 perfectthe 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 ortoo 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 ifthat is your position, I certainly dispute it. Rule 14a-8(i)(2) - Violation ofLaw. I assume thisrefers 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 orMisleading Statements Your letter doesn't ide:ntify what wording in the proposal or supporting statement you find objectionable. Ifyou did so mdicate, I'd try to respond with the goal offmding language that is mutually acceptable. Please feel free to call me at .ifyou 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 leastsemiannually for adeast 10% of currently outstanding commo~ shares at a price ofat least 98% ofnet 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 intervalfund, 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 inits proxy statement ifthe 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. Underthe applicable rules ofthe Securities and Exchange Commission, impleIJientation ofan ~terval fund structure requires the adoption ofa "fundamental investment policy," which requires stockholder apprOV2l subsequent to the necessary Board determinations.. NY 72601214v5 STllOOCK .. STllOOCIC .. LAVAN LLP • NJlW YOllX • LOS ANCELES • MIAMI 180 MAII>EN LANE, )<EW YOllK. NV 10038-498z TEI;~I2.806.S400fAX 2.12.806.6006 WWW.STllOOCK.COM 1

March 2, 2010
Rule 14a-8(i)(10) under the Securities andExchange Act of1934, as amended, permits the Fund to omit a stockholder proposalfrom its proxy statementwhere 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 Boardhas acted precisely as requested in the Proposal, although the outcome ofits deliberations is not what you des~e~ .

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Accordingly, the Fundand 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. Ifwe 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 Proposalfromits proxy statement for the 20i0 Annual Meeting ofStockholders. Stuart H. Coleman cc: RudolfMillisits, CbiefExecutive Officer ofthe Fund . Samuel B. Wltt, III, Esq., Chairman ofthe Board ofDirectors ofthe Fund William G. Farrar, Esq., Counsel to the Independent Directon ofthe Fund NY 72604214v5 S1 ROOCK l!< STRQ('CK " LAVAN LLP • N~'I' YORK. LOS Al",a.L~S • MIAMI Illo MMDU. lANE. "EW 'OIlK. N' 100.18.4983 TEL ~1~.~o6.Hoo F"~ 21.!.806.l\oo6 WWW.HROll<:K.COM

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 ofStockholders. 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 ofthe 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 Chain;nan ofthe Board and Director Jean-Marc Boillat Director Richard A. Brealey Director Alexandre de Takacsy Director and President Claude W. Frey Director Michael Kraynak, Jr. ·Director Didier Pineau-Valencienne . Director Stephen K. West Director Rudolph Millisits ChiefExecutive Officer & Treasurer .Edward J. Veilleux Vice President and Secretary . Stuart H. Coleman Partner, Stroock & Stroock & Lavan LLP, Counsel to the Fund Nicole M. Runyan Associate, Stroock & Stroock & Lavan LLP, Counsel to the Fund Frederic Hottinger 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 ofthe 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 ofhis continuous ownership of a sufficient amount of the Fund's shares for a~ least a year as ofthe 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~erminingwhether 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 ofMr. 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 ofthe 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 2

investment. policy by a fund's stockholders. He also reviewed the components of a repurchase offer, the requirements for ~ockholdernotification, 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 ofthe Swiss market mightmake 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 ofthe 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

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Mr. Millisits then reviewed the materials the Advisor had distributed to the Board in advance ofthe meeting. He descnOed the impact on the Fund's assets and expense ratio that would result from a series oftendei: offers in a variety ofmarketscenarios, including on the terms,proposed by Mr. Baer. Mr. Millisits reviewed the Fund's assets and expense ratio. assuming the implementation ofMr. Baer's proposal, over a three-year period. He pointed out that the Fund's assets would b~ re,duced by almos:t halfby 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 I on the use and effect oftender offers in the closed-end fund market and included specific , case studies on'certain interval funds. including some funds that had sought stockholder I i approval to convert from closed-end funds to interval funds. Mr. Coleman noted that the ,t materials showed that the repurchase offers had not had any long-term impact on the ! level ofthe funds' discounts to their net asset values. ' I ( 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. 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 ofthe 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 I 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 I from the SEC permitting it to omit Mr. Baer's proposal from its 2010 proxy materials, I ; I based on the factthat the Board had already substantially irriplemented the proPosal ! j After further discussion and upon motion duly made and seconded, the following I .! 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 ofStockholders (the "2010 Proxy Materials"); and

WHEREAS, although the Board believes the Proposal cquld be omitted

from its 2010 Proxy Materials pursuantto 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

4

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 ofthe 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 ifthere was any other business and there was none. Following discussion, the meeting was adjourned. The next meeting ofthe 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, EdwardJ. Veilleux Secretary I

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Walter S. Baer
April 12,2010
Securities and Exchange Commission
Division ofInvestment 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 ofshareholders to "ask the Board ofDirectors 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% ofnet 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 ofDirectors 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 ofmy 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 ofvoting shares favor the proposal, I would hope that the Board would then consider it seriously, even ifit 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 ifit 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 ofthe no-action request, "the cost and burden ofseeking 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 witha 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 ofLaw" 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 ifshareholders 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 ... ifrepresentatives ofthe 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 ofmy 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 ofmy 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 ofthe 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 ofthat 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 Staffin considering this matter. Again, I 2

believe that the statements in my proposal and supporting statement are accurate and not misleading; but ifthe 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 oftheir investments in accordance with Rule 14a-8. Consequently, I respectfully ask that you not concur in Mr. Coleman's request on behalfThe 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 3

Walter S. Baer
The Swiss Helvetia Fund, Inc. December 16, 2009 1270 Avenue of the Americas, Suite 400 New York, New York 10020 Attn: Secretary ofthe Fund I have been the beneficial owner ofshares 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 ofshareholders. Pursuant to Rule 14a-8 ofthe 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 if representatives ofthe Fund or its Board ofDirectors would like to discuss this proposal. Yours very truly, Walter S. Baer RESOLVED: The shareholders ofThe 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.

Re: The Swiss Helvella Fund, Inc.·-Deflc'ency Notification saturday, January 9. 2010 1:36 PM 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 -wllIbltn

G.Famtr" FarrarW.sutlcrom.c:om •

~'f"~~ "Ryan Stoops- <ryM.stoops4f!e:tRde.com>, 1 FIle (141KB) 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.comwrote:
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