SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/13/17
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
984,643
8. SHARED VOTING POWER
1,120,319
9. SOLE DISPOSITIVE POWER
984,643
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,120,319
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,104,962 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.48%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
984,643
8. SHARED VOTING POWER
1,120,319
9. SOLE DISPOSITIVE POWER
984,643
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,120,319
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,104,962 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.48%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
984,643
8. SHARED VOTING POWER
1,120,319
9. SOLE DISPOSITIVE POWER
984,643
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,120,319
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,104,962 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.48%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
984,643
8. SHARED VOTING POWER
1,120,319
9. SOLE DISPOSITIVE POWER
984,643
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,120,319
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,104,962 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.48%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #8 to the schedule 13d
filed September 23, 2016. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Letter to the Company Directors dated March 13, 2017
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-Q filed on 3/7/17, there were 28,126,525 shares of
common stock outstanding as of 12/31/16. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of March 13, 2017, Bulldog Investors, LLC is deemed to be the beneficial
owner of 2,104,962 shares of SWZ (representing 7.48% of SWZ's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of, and dispose of, these shares. These 2,104,962 shares of SWZ include 984,643
shares (representing 3.50% of SWZ's outstanding shares) that are beneficially
owned by: Mr. Goldstein and the following entities over which Messrs.
Goldstein, Dakos and Mr. Samuels exercise control: Opportunity Partners LP,
Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value
Offshore Fund, Ltd., Full Value Partners, LP, MCM Opportunity Partners, LP, and
Opportunity Income Plus, LP (collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds and Mr. Goldstein may be deemed to constitute
a group. All other shares included in the aforementioned 2,104,962 shares of SWZ
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 1,120,319 shares (representing 3.98% of SWZ's
outstanding shares).
(b) Bulldog Investors, LLC has sole power to dispose of and vote 984,643 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,120,319 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of SWZ's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) Since the last filing on 3/6/17 the following shares of SWZ were bought:
Date Shares Price
03/07/17 3,500 11.0300
03/08/17 11,000 11.0404
03/09/17 1,100 11.0500
03/10/17 4,100 11.0746
03/13/17 16,300 11.1409
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 3/14/2017
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Full Value Partners, L.P., 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com
March 13, 2017
The Board of Directors
The Swiss Helvetia Fund, Inc.
875 Third Avenue, 22nd Floor
New York, New York 10022
Attention: Abby L. Ingber, Secretary
Dear Directors:
Full Value Partners, L.P. beneficially owns 339,908 shares of The Swiss
Helvetia Fund, Inc. (the "Fund") including 100 shares in registered name. In
aggregate, Bulldog Investors, LLC, the investment advisor of Full Value Partners
(and other clients), and I beneficially own approximately 2.1 million shares of
the Fund.
Pursuant to Section 10 of Article I of the bylaws of the Fund, we intend
to nominate one or more of the persons named below for election as independent
director(s) at the Fund's next annual shareholder meeting (the "Meeting"). My
wife and I beneficially own 11,343 shares in street name which were purchased
more than four years ago as an investment. Mr. Dakos owns no shares and Mr. Sell
beneficially owns 1,000 shares which he purchased on March 7, 2017 as an
investment. For additional information about Mr. Sell, please see the enclosed
CV. Each nominee has consented in writing to being named in any proxy statement
as a nominee and to serve as a director if elected, and may be contacted by
writing to him c/o Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook,
NJ 07663. No nominee is an interested person of the Fund or has any connection
with the Fund other than as a shareholder. There are no arrangements or
understandings between Full Value Partners, L.P. and any proposed nominee or
any other person, and we are not aware of any family or other relationship
between any proposed nominee and any director or officer of the Fund. We intend
to have a representative of Full Value Partners, L.P. appear in person or by
proxy at the meeting to present the nomination(s).
Phillip Goldstein (born 1945) - Member of Bulldog Investors, LLC, an
SEC-registered investment adviser that serves as the investment adviser
to, among other clients, the Bulldog Investors group of private investment
funds and Special Opportunities Fund, Inc., a registered closed-end
investment company; Principal of the general partner of several private
investment partnerships in the Bulldog Investors group of private funds.
Chairman of the Mexico Equity and Income Fund, Inc.; Secretary and Chairman
of Special Opportunities Fund, Inc.; Director of MVC Capital, Inc.;
Chairman of Emergent Capital, Inc.; Director of Crossroads Capital, Inc.;
(f/k/a BDCA Venture, Inc.); Chairman of Brantley Capital Corporation
(until 2013); Director of ASA Ltd. (until 2013); Director of Korea Equity
and Income Fund, Inc. (until 2012).
Andrew Dakos (born 1966) - Member of Bulldog Investors, LLC, an SEC-
registered investment adviser that serves as the investment adviser to,
among other clients, the Bulldog Investors group of private investment
funds and Special Opportunities Fund, Inc., a registered closed-end
investment company; Principal of the general partner of several private
investment partnerships in the Bulldog Investors group of private funds;
Director of Emergent Capital, Inc.; President and Director of Special
Opportunities Fund; Director of Crossroads Capital, Inc. (f/k/a BDCA
Venture, Inc.); Director of the Mexico Equity & Income Fund (until 2015).
Moritz Sell (born 1967) -- Mr. Sell currently serves as a Principal at
Edison Holdings GmbH (commercial real estate and venture capital). In
addition, Mr. Sell currently serves as Senior Advisor to Markston
International LLC, an independent asset manager. Formerly, a Senior
Executive, Director, Market Strategist, and Head of Proprietary Trading
(London Branch) at Landesbank Berlin AG (banking) and its predecessor,
now holding company, Landesbank Berlin Holding AG (formerly named
Bankgesellschaft Berlin AG) from 1996 to 2013. He has been a director of
Aberdeen Greater China Fund since 2012, Chairman of the Board of Aberdeen
Singapore Fund since 2011, and a director of Aberdeen Australia Equity
Fund since 2004. From 2000-2004, Mr. Sell was a director of France Growth
Fund and from 1998-1999 he was a director of Growth Fund of Spain.
Full Value Partners has not received any financial assistance, funding or
other consideration from any person regarding these nominations and has not
engaged in any hedging transactions in connection with its investment in the
Fund. Full Value Partners is part of a Section 13D group which intends to
solicit proxies from all stockholders of the Fund.
As we previously advised you, we also intend to present a proposal at the
Meeting to afford the Fund's current shareholders an opportunity to determine if
they support continuation of the bylaw specifying director qualifications. Based
upon discussions with major shareholders, we expect that shareholders will not
approve continuation of that bylaw.In this regard, please refer to ATP Tour,Inc.
v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), in which the Delaware Supreme
Court strongly reaffirmed the principle that "[l]egally permissible bylaws
adopted for an improper purpose are unenforceable in equity."
Bylaws that may otherwise be facially valid will not be enforced if adopted
or used for an inequitable purpose. In the landmark Schnell v. Chris-Craft
Industries decision, for example, this Court set aside a board-adopted bylaw
amendment that moved up the date of an annual stockholder meeting to a month
earlier than the date originally scheduled. The Court found that the board's
purpose in adopting the bylaw and moving the meeting was to "perpetuat[e]
itself in office" and to "obstruct [] the legitimate efforts of dissident
stockholders in the exercise of their rights to undertake a proxy contest
against management." The Scnell Court famously stated that "inequitable
action does not become permissible simply because it is legally possible."
More recently, in Hollinger International, Inc. v. Black, the Court of
Chancery addressed bylaw amendments, enacted by a controlling shareholder,
that prevented the board "from acting on any matter of significance except
by unanimous vote" and "set the board's quorum requirement at 80%," among
other changes. The Court of Chancery found, and this Court agreed, that
the bylaw amendments were ineffective because they "were clearly adopted
for an inequitable purpose and have an inequitable effect." That finding
was based on an extensive review of the facts surrounding the controller's
decision to amend the bylaws. (Footnotes omitted.)
The qualifications for directors are facially inequitable because they
apply only to nominees of shareholders but not to the Fund's incumbent directors
or affiliated persons of its investment advisor. Enforcement by the Board of the
qualifications bylaw would also be inequitable because it would be for the
improper "'purpose [of perpetuating] itself in office' and to 'obstruct [] the
legitimate efforts of dissident stockholders in the exercise of their rights to
undertake a proxy contest against management.'" In order to permit us to timely
consider our legal options, please advise us by March 17, 2017 if the Board
intends to prevent any of the above named nominees from serving as a director if
(1) the stockholders do not approve the proposal to continue the qualifications
bylaw, and (2) our nominee receives a plurality of the votes cast at the
Meeting.
Lastly, since the advance notice deadline is imminent, please advise us as
soon as possible if you have any concerns about the validity of this notice.
Thank you for your prompt attention to this matter.
Sincerely yours,
/S/Phillip Goldstein
Phillip Goldstein
Member
Full Value Advisors, LLC
General Partner