UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05128
The Swiss Helvetia Fund, Inc.
(Exact name of registrant as specified in charter)
875 Third Avenue, 22nd Floor
New York, New York 10022
(Address of principal executive offices) (Zip code)
Carin F. Muhlbaum
Schroder Investment Management North America Inc.
875 Third Avenue, 22nd Floor
New York, NY 10022
(Name and Address of Agent for Service)
Registrants telephone number, including area code: 1-800-730-2932
Date of fiscal year end: December 31
Date of reporting period: December 31, 2016
Item 1. Reports To Stockholders.
The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
THE SWISS HELVETIA FUND, INC.
Dear Stockholder, | January 30, 2017 |
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THE SWISS HELVETIA FUND, INC.
IMPORTANT INFORMATION CONCERNING
MANAGEMENT DISCUSSION AND ANALYSIS AND PERFORMANCE
Except as otherwise specifically stated, all information and investment team commentary, including portfolio security positions, is as of December 31, 2016. The views expressed in the Management Discussion and Analysis section (the MD&A) are those of the Funds portfolio manager and are subject to change without notice. They do not necessarily represent the views of Schroders Investment Management North America Inc. The MD&A contains some forward-looking statements providing current expectations or forecasts of future events; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The Fund may buy, sell, or hold any security discussed herein, on the basis of factors described herein or the basis of other factors or other considerations. Fund holdings will change.
Performance quoted represents past performance and does not guarantee or predict future results.
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THE SWISS HELVETIA FUND, INC.
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THE SWISS HELVETIA FUND, INC.
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THE SWISS HELVETIA FUND, INC.
Source: Schroders, Bloomberg, as of December 31, 2016. Performance measured as total return in USD. Sectors mentioned should not be viewed as a recommendation to buy/sell. Portfolio composition is subject to change over time. Investors cannot invest directly in the Index.
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THE SWISS HELVETIA FUND, INC.
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THE SWISS HELVETIA FUND, INC.
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THE SWISS HELVETIA FUND, INC.
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THE SWISS HELVETIA FUND, INC.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry | December 31, 2016 |
See Notes to Financial Statements.
11
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (continued) | December 31, 2016 |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (continued) | December 31, 2016 |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (continued) | December 31, 2016 |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (continued) | December 31, 2016 |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (continued) | December 31, 2016 |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (continued) | December 31, 2016 |
1 | Non-income producing security. |
2 | Illiquid. There is not a public market for these securities in the United States or in any foreign jurisdiction, including Switzerland. Securities are priced at Fair Value in accordance with the Funds valuation policy and procedures. At the end of the period, the aggregate Fair Value of these securities amounted to $6,467,307 or 2.0% of the Funds net assets. Additional information on these securities is as follows: |
Security |
Acquisition Date |
Cost |
||||
Aravis Biotech II, Limited Partnership |
July 31, 2007 September 13, 2016 | $ | 2,688,778 | |||
EyeSense AG Preferred Shares A |
July 22, 2010 October 3, 2011 | 3,007,048 | ||||
Ixodes AG Preferred Shares B |
April 7, 2011 June 1, 2012 | 2,252,142 | ||||
NovImmune SA Common Shares |
October 7, 2009 December 11, 2009 | 1,551,109 | ||||
NovImmune SA Preferred Shares B |
October 7, 2009 December 11, 2009 | 2,062,307 | ||||
SelFrag AG Class A Preferred Shares |
December 15, 2011 January 28, 2014 | 1,932,198 | ||||
Spineart SA Common Shares |
December 22, 2010 | 2,623,328 | ||||
$ | 16,116,910 | |||||
3 | Affiliated Company. An affiliated company is a company in which the Fund has ownership of at least 5% of the companys outstanding voting securities or an equivalent interest in the company. Details related to affiliated company holdings are as follows: |
Name of Issuer |
Fair Value as of |
Gross |
Gross |
Realized |
Change in Unrealized |
Interest Income |
Fair Value as of |
|||||||||||||||||||||
Aravis Biotech II, Limited Partnership |
$ | 1,406,802 | $ | 50,079 | $ | (370,148 | ) | $ | 16,102 | $ | (136,435 | ) | $ | | $ | 966,400 | ||||||||||||
Ixodes AG Preferred Shares B |
427,804 | | | | (290,690 | ) | | 137,114 | ||||||||||||||||||||
Zurmont Madison Private Equity, Limited Partnership (a) |
5,395,794 | | (4,332,283 | ) | (4,767,377 | ) | 3,365,201 | 338,665 | | |||||||||||||||||||
$ | 7,230,400 | $ | 50,079 | $ | (4,702,431 | ) | $ | (4,751,275 | ) | $ | 2,938,076 | $ | 338,665 | $ | 1,103,514 | |||||||||||||
(a) | On December 22, 2016, Zurmont Madison Private Equity, Limited Partnership completed the distribution of proceeds from the liquidation of the partnership. |
* | Cost for Federal income tax purposes is $213,155,495 and net unrealized appreciation (depreciation) consists of: |
Gross Unrealized Appreciation |
$ | 120,439,895 | ||
Gross Unrealized Depreciation |
(17,840,283 | ) | ||
Net Unrealized Appreciation (Depreciation) |
$ | 102,599,612 | ||
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (concluded) | December 31, 2016 |
PORTFOLIO HOLDINGS |
||||
% of Net Assets as of December 31, 2016 |
||||
Pharmaceuticals |
23.96 | % | ||
Food & Beverage |
16.71 | % | ||
Banks |
11.46 | % | ||
Industrial Goods & Services |
7.75 | % | ||
Construction & Materials |
5.23 | % | ||
Personal & Household Goods |
4.90 | % | ||
Medical Equipment |
4.34 | % | ||
Chemicals |
4.28 | % | ||
Insurance |
4.12 | % | ||
Biotechnology |
4.01 | % | ||
Technology |
3.33 | % | ||
Financial Services |
2.95 | % | ||
Telecommunications |
2.07 | % | ||
Machinery |
0.72 | % | ||
Retail |
0.48 | % | ||
Other Assets Less Liabilities |
3.69 | % | ||
100.00 | % | |||
TOP 10 PORTFOLIO HOLDINGS |
||||
% of Net Assets as of December 31, 2016 |
||||
Nestlé SA |
13.00 | % | ||
Novartis AG |
12.90 | % | ||
Roche Holding AG |
11.06 | % | ||
UBS Group AG |
4.85 | % | ||
Syngenta AG |
4.28 | % | ||
Lindt & Sprüngli AG |
3.71 | % | ||
Compagnie Financiere Richemont SA |
2.94 | % | ||
Logitech International SA |
2.72 | % | ||
Belimo Holding AG |
2.63 | % | ||
Credit Suisse Group AG |
2.43 | % |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Statement of Assets and Liabilities | December 31, 2016 |
Assets: |
| |||
Investments in unaffiliated issuers, at value (cost $208,530,292) |
$ | 314,651,593 | ||
Investments in affiliated issuers, at value (cost $4,940,920) |
1,103,514 | |||
Total Investments, at value (cost $213,471,212) |
315,755,107 | |||
Cash |
495,278 | |||
Foreign currency (cost $8,970,186) |
9,037,761 | |||
Receivable for securities sold |
551,349 | |||
Tax reclaims receivable |
2,465,386 | |||
Prepaid expenses |
122,392 | |||
Total assets |
328,427,273 | |||
Liabilities: |
||||
Advisory fees payable |
185,479 | |||
Directors fees payable |
55,103 | |||
Professional fees payable |
169,178 | |||
Shareholder reporting fees payable |
64,868 | |||
Other fees and expenses payable |
91,319 | |||
Total liabilities |
565,947 | |||
Net assets |
$ | 327,861,326 | ||
Composition of Net Assets: |
||||
Paid-in capital |
238,778,073 | |||
Accumulated undistributed net investment income |
333,664 | |||
Accumulated net realized loss from investments and foreign currency transactions |
(13,486,593 | ) | ||
Net unrealized appreciation on investments, foreign currency, and foreign currency translations |
102,236,182 | |||
Net assets |
$ | 327,861,326 | ||
Net Asset Value Per Share: |
||||
($327,861,326 ÷ 28,126,525 shares outstanding, $0.001 par value: 50 million shares authorized) |
$ | 11.66 | ||
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Statement of Operations | For the Year Ended December 31, 2016 |
Investment Income: |
| |||
Dividends (less of foreign tax withheld of $981,010) |
$ | 7,771,754 | ||
Interest from affiliates |
338,665 | |||
Total income |
8,110,419 | |||
Expenses: |
||||
Investment advisory fees (Note 2) |
2,240,716 | |||
Administration fees (Note 3) |
100,710 | |||
Directors fees and expenses |
520,572 | |||
Professional fees (Note 3) |
581,915 | |||
Printing and shareholder reports |
140,280 | |||
Insurance fees |
97,650 | |||
Delaware franchise tax fees |
90,000 | |||
Custody fees (Note 3) |
40,262 | |||
Transfer agency fees (Note 3) |
30,991 | |||
Miscellaneous expenses |
89,933 | |||
Total expenses |
3,933,029 | |||
Net investment Income |
4,177,390 | |||
Realized and Unrealized Gains (Loss) on Investments and Foreign Currency: |
||||
Net realized gain (loss) from: |
||||
Investments in unaffiliated issuers |
(7,558,458 | ) | ||
Investments in affiliated issuers |
(4,751,275 | ) | ||
Foreign currency transactions |
(161,117 | ) | ||
Total net realized gain (loss) from unaffiliated and affiliated issuers and foreign currency transactions |
(12,470,850 | ) | ||
Net change in unrealized appreciation (depreciation) from: |
||||
Investments in unaffiliated issuers |
(3,132,785 | ) | ||
Investments in affiliated issuers |
2,938,076 | |||
Foreign currency and foreign currency translations |
15,231 | |||
Total net change in unrealized appreciation (depreciation) from unaffiliated and affiliated issuers, foreign currency and foreign currency translations |
(179,478 | ) | ||
Net Realized and Unrealized Loss on Investments and Foreign Currency |
(12,650,328 | ) | ||
Net Decrease in Net Assets from Operations |
$ | (8,472,938 | ) | |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Statement of Changes in Net Assets |
For the Year Ended December 31, 2016 |
For the Year Ended December 31, 2015 |
Increase (Decrease) in Net Assets: |
||||||||
Operations: |
||||||||
Net investment income |
$ | 4,177,390 | $ | 2,981,813 | ||||
Total net realized gain (loss) from unaffiliated and affiliated issuers and foreign currency transactions |
(12,470,850 | ) | 15,645,458 | |||||
Total net change in unrealized appreciation (depreciation) from unaffiliated and affiliated issuers, foreign currency and foreign currency translations |
(179,478 | ) | (10,446,168 | ) | ||||
Net increase (decrease) in net assets from operations |
(8,472,938 | ) | 8,181,103 | |||||
Distributions to Stockholders from: |
||||||||
Net investment income and net realized gain from foreign currency transactions |
(3,376,491 | ) | (951,145 | ) | ||||
Net realized capital gain |
(5,784,833 | ) | (18,876,906 | ) | ||||
Total distributions to stockholders |
(9,161,324 | ) | (19,828,051 | ) | ||||
Capital Share Transactions: |
||||||||
Value of shares issued in reinvestment of dividends and distributions |
4,890,343 | 15,770,613 | ||||||
Value of shares repurchased through stock repurchase program (Note 6) |
(3,526,346 | ) | (448,965 | ) | ||||
Total increase from capital share transactions |
1,363,997 | 15,321,648 | ||||||
Total increase (decrease) in net assets |
(16,270,265 | ) | 3,674,700 | |||||
Net Assets: |
||||||||
Beginning of year |
344,131,591 | 340,456,891 | ||||||
End of year (including accumulated net investment income of $333,664 and $1,348,121, respectively) |
$ | 327,861,326 | $ | 344,131,591 | ||||
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Financial Highlights
For the Years Ended December 31, |
||||||||||||||||||||
2016 |
2015 |
2014 |
2013 |
2012 |
||||||||||||||||
Per Share Operating Performance: |
||||||||||||||||||||
Net asset value at the beginning of the period |
$ | 12.30 | $ | 12.78 | $ | 15.46 | $ | 12.99 | $ | 11.54 | ||||||||||
Income from Investment Operations: |
||||||||||||||||||||
Net investment income1 |
0.15 | 0.11 | 0.08 | 0.08 | 0.16 | |||||||||||||||
Net realized and unrealized gain (loss) on investments2 |
(0.45 | ) | 0.12 | (0.40 | ) | 3.45 | 1.42 | |||||||||||||
Total from investment activities |
(0.30 | ) | 0.23 | (0.32 | ) | 3.53 | 1.58 | |||||||||||||
Gain from capital share repurchases |
0.02 | | | 0.03 | | |||||||||||||||
Gain from tender offer |
| | 0.05 | | | |||||||||||||||
Capital change resulting from the issuance of fund shares |
(0.03 | ) | | (0.03 | ) | | (0.06 | ) | ||||||||||||
Less Distributions: |
||||||||||||||||||||
Dividends from investment income and net realized gains from foreign currency transactions |
(0.12 | ) | (0.03 | ) | (0.04 | ) | (0.07 | ) | (0.06 | ) | ||||||||||
Distributions from net realized capital gains |
(0.21 | ) | (0.68 | ) | (2.34 | ) | (1.02 | ) | (0.01 | ) | ||||||||||
Total distributions |
(0.33 | ) | (0.71 | ) | (2.38 | ) | (1.09 | ) | (0.07 | ) | ||||||||||
Net asset value at end of period |
$ | 11.66 | $ | 12.30 | 3 | $ | 12.78 | 4 | $ | 15.46 | 5 | $ | 12.99 | |||||||
Market value per share at the end of period |
$ | 10.21 | $ | 10.56 | $ | 11.14 | $ | 13.95 | $ | 11.29 | ||||||||||
Total Investment Return:6 |
||||||||||||||||||||
Based on market value per share |
(0.24 | )% | 1.41 | % | (3.66 | )% | 33.10 | % | 14.17 | % | ||||||||||
Based on net asset value per share |
(2.19 | )% | 2.96 | %3 | (0.27 | )%4 | 28.18 | %5 | 13.26 | % | ||||||||||
Ratios to Average Net Assets: |
||||||||||||||||||||
Net expenses |
1.19 | % | 1.15 | % | 1.41 | % | 1.30 | % | 1.44 | % | ||||||||||
Gross expenses |
1.19 | % | 1.15 | % | 1.41 | % | 1.30 | % | 1.44 | % | ||||||||||
Net investment income |
1.26 | % | 0.81 | % | 0.52 | % | 0.57 | % | 1.32 | % | ||||||||||
Supplemental Data: |
||||||||||||||||||||
Net assets at end of period (000s) |
$ | 327,861 | $ | 344,132 | $ | 340,457 | $ | 471,888 | $ | 402,280 | ||||||||||
Average net assets during the period (000s) |
$ | 331,874 | $ | 368,969 | $ | 426,661 | $ | 456,196 | $ | 376,713 | ||||||||||
Portfolio turnover rate |
19 | % | 23 | % | 48 | % | 45 | % | 61 | % |
1 | Calculated using the average shares method. |
2 | Includes net realized and unrealized currency gain and losses. |
3 | The net assets value per share (NAV) for financial reporting purposes, $12.30, differs from the NAV reported on December 31, 2015, $12.33 due to adjustments made in accordance with accounting principles generally accepted in the United States of America. |
4 | The NAV for financial reporting purposes, $12.78, differs from the NAV reported on December 31, 2014, $12.82 due to adjustments made in accordance with accounting principles generally accepted in the United States of America. |
5 | The NAV for financial reporting purposes, $15.46, differs from the NAV reported on December 31, 2013, $15.39 due to adjustments made in accordance with accounting principles generally accepted in the United States of America. |
6 | Total investment return based on market value differs from total investment return based on net assets value due to changes in relationship between Funds market price and its NAV per share. |
See Notes to Financial Statements.
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THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements
Note 1Organization and Significant Accounting Policies
A. Organization
The Swiss Helvetia Fund, Inc. (the Fund) is registered under the Investment Company Act of 1940, as amended (the Act), as a non-diversified, closed-end management investment company. The Fund is organized as a corporation under the laws of the State of Delaware.
The investment objective of the Fund is to seek long-term growth of capital through investment in equity and equity-linked securities of Swiss companies. The Fund may also acquire and hold equity and equity-linked securities of non-Swiss companies in limited instances.
B. Securities Valuation
The Fund values its investments at fair value in accordance with accounting principles generally accepted in the United States (GAAP).
When valuing listed equity securities, the Fund uses the last sale price on the securities exchange or national securities market on which such securities primarily are traded (the Primary Market) prior to the calculation of the Funds net asset value (NAV). When valuing equity securities that are not listed (except privately-held companies and private equity limited partnerships) or that are listed but have not traded on a day on which the Fund calculates its NAV, the Fund uses the mean between the bid and asked prices for that day. If there are no asked quotations for such a security, the value of such security will be the most recent bid quotation on the Primary Market on that day. On any day when a securitys Primary Market is closed because of a local holiday or other scheduled closure, but the New York Stock Exchange is open, the Fund may use the prior days closing prices to value such security regardless of the length of the scheduled closing.
When valuing fixed-income securities, if any, the Fund uses the last bid price prior to the calculation of the Funds NAV. If there is no current bid price for a fixed-income security, the value of such security will be the mean between the last quoted bid and asked prices on that day. Overnight and certain other short-term fixed-income securities with maturities of less than 60 days will be valued by the amortized cost method, unless it is determined that the amortized cost method would not represent the fair value of such security.
It is the responsibility of the Funds Board of Directors (the Board) to establish procedures to provide for the valuation of the Funds portfolio holdings. When valuing securities for which market quotations are not readily available, or for which the market quotations that are available are considered unreliable, the Fund determines a fair value in good faith in accordance with these procedures (a Fair Value). The Fund may use these procedures to establish the Fair Value of securities when, for example, a significant event occurs between the time the market closes and the time the Fund values its investments. After consideration of various factors, the Fund may value the securities at their last reported price or at some other value.
Swiss exchange-listed options, including Eurex-listed options, are valued at their most recent sale price (latest bid for long options and the latest ask for short options) on the Primary Market, or if there are no such sales, at the average of the most recent bid and asked quotations on such Primary Market, or if such quotations are not available, at the last bid quotation (in the case of purchased options) or the last asked quotation (in the case of written options). If, however, there are no such quotations, such options will be valued using the implied volatilities observed for similar options or from aggregated data as an input to a model. Options traded in the over-the-counter market are valued at the price communicated by the counterparty to the option, which typically is the price at which the counterparty would close out the transaction. Option contracts that are neither exchange-listed nor traded in the over-the-counter market, and where no broker can provide a quote or approved pricing vendor a price, may be valued using the implied volatilities observed for similar instruments or from aggregated market data received from services (e.g., Bloomberg) as an input to a widely-accepted model.
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THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (continued)
The Fund is permitted to invest in investments that do not have readily available market quotations. For such investments, the Act requires the Board to determine their Fair Value. The aggregate value of these investments amounted to $6,467,307, or 2.0% of the Funds net assets at December 31, 2016, and are listed in Note 2 to the Schedule of Investments.
Various inputs are used to determine the value of the Funds investments. These inputs are summarized in the three broad levels listed below:
Level 1unadjusted quoted prices in active markets for identical assets and liabilities
Level 2other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Funds investments as of December 31, 2016:
Level 1 Quoted Prices |
Level 2 Other Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
Investments Valued at NAV** |
Total |
||||||||||||||||
Investments in Securities* |
|
|||||||||||||||||||
Common Stock |
$ | 309,287,800 | $ | | $ | 2,975,080 | $ | | $ | 312,262,880 | ||||||||||
Preferred Stock |
| | 2,525,827 | | 2,525,827 | |||||||||||||||
Limited Partnership |
| | | 966,400 | 966,400 | |||||||||||||||
Total Investments in Securities |
$ | 309,287,800 | $ | | $ | 5,500,907 | $ | 966,400 | $ | 315,755,107 | ||||||||||
* | Please see the Schedule of Investments for industry classifications. |
** | The Fund adopted Accounting Standards Update 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07) on January 1, 2016. As of December 31, 2016 certain of the Funds investments were valued using net asset value (NAV) per share (or its equivalent) as a practical expedient for fair value and have been excluded from the fair value hierarchy in accordance with ASU 2015-07. The fair value amount presented in this table is intended to permit reconciliation of the amounts presented in the fair value hierarchy to the amounts presented in the statement of assets and liabilities. |
The Fund values its investment in a private equity limited partnership in accordance with Accounting Standards Codification 820-10-35, Investments in Certain Entities that Calculate Net Asset Value Per Share (Or its Equivalent) (ASC 820-10-35). ASC 820-10-35 permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value, based on the NAV of the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV. If the NAV of the investment is not as of the Funds measurement date, then the NAV should be adjusted to reflect any significant events that may change the valuation. Inputs and valuation techniques for these adjustments may include fair valuations of the partnership and its portfolio holdings provided by the partnerships general partner or manager, other available information about the partnerships portfolio holdings, values obtained on redemption from other limited partners, discussions with the partnerships general partner or manager and/or other limited partners and comparisons of previously-obtained estimates to the partnerships audited financial statements. In using the unadjusted NAV as a practical expedient, certain attributes of the investment that may impact its fair value are not considered. Attributes of those investments include the investment strategies of the privately-held companies and may also include, but are not limited to, restrictions on the investors ability to redeem its investments at the measurement date and any unfunded commitments.
Level 3 securities, which are listed in Note 2 to the Schedule of Investments, consist of the Funds investments in privately-held companies.
24
THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (continued)
Inputs and valuation techniques used by the Fund to value its Level 3 investments in privately-held companies may include the following: acquisition cost; fundamental analytical data; discounted cash flow analysis; nature and duration of restrictions on disposition of the investment; public trading of similar securities of similar issuers; economic outlook and condition of the industry in which the issuer participates; financial condition of the issuer; and the issuers prospects, including any recent or potential management or capital structure changes. Although these valuation inputs may be observable in the marketplace as is characteristic of Level 2 investments, the privately-held companies, categorized as Level 3 investments, generally are highly illiquid in terms of resale.
When valuing Level 3 investments, management also may consider potential events that could have a material impact on the operations of a privately-held company. Not all of these factors may be considered or available, and other relevant factors may be considered on an investment-by-investment basis. The table below summarizes the techniques and unobservable inputs for the valuation of Level 3 investments.
Quantitative Information about certain Level 3 Fair Value Measurements | ||||||||||
Fair Value at December 31, 2016 |
Valuation Technique | Unobservable inputs | Range1 | |||||||
Biotechnology |
||||||||||
NovImmune SACommon Shares |
$2,020,625 | Market approach |
Recent round of financing |
N/A | ||||||
NovImmune SAPreferred Shares |
2,109,348 | Market approach |
Recent round of financing |
N/A | ||||||
Ixodes AGPreferred Shares |
137,114 | Discounted cash flow |
Discount rate |
14%-16% | ||||||
Probability of success rate on research and development |
40%-60% | |||||||||
Industrial Goods & Services |
||||||||||
SelFrag AGPreferred Shares |
211,907 | Market approach |
Recent round of financing |
N/A | ||||||
Medical Equipment |
||||||||||
EyeSense AGPreferred Shares |
67,458 | Market approach |
Recent round of financing |
N/A | ||||||
Spineart SACommon Shares |
954,455 | Market approach |
Peer group revenue multiples |
3.0x-4.0x | ||||||
Total |
$5,500,907 |
1 | Significant changes in any of these ranges would result in a significantly higher or lower fair value measurement. Generally, a change in the probability of success rate on research and development is accompanied by a directionally similar change in fair value. Conversely, a change in the discount rate is accompanied by a directionally opposite change in fair value. |
25
THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (continued)
The Funds policy is to disclose transfers between Levels based on their market prices as of the beginning of the period.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.
Common Stock |
Preferred Stock |
Limited Partnerships |
Total |
|||||||||||||
Balance as of December 31, 2015 |
$ | 3,003,892 | $ | 3,361,638 | $ | 6,802,596 | $ | 13,168,126 | ||||||||
Change in Unrealized Appreciation/Depreciation (a) |
269,929 | 63,290 | 3,228,766 | 3,561,985 | ||||||||||||
Net Realized Gain (Loss) |
| | (4,751,275 | ) | (4,751,275 | ) | ||||||||||
Gross Purchases (b) |
| | 50,079 | 50,079 | ||||||||||||
Gross Sales (c) |
| | (4,363,766 | ) | (4,363,766 | ) | ||||||||||
Transfer out of Level 3 (d)(e) |
(298,741 | ) | (899,101 | ) | (966,400 | ) | (2,164,242 | ) | ||||||||
Balance as of December 31, 2016 |
$ | 2,975,080 | $ | 2,525,827 | $ | | $ | 5,500,907 | ||||||||
(a) | The noted amounts of change in unrealized appreciation/depreciation relate to the fair value of Level 3 assets held on December 31, 2016. |
(b) | For private equity limited partnership investments, Gross Purchases represents contributions of capital. |
(c) | For private equity limited partnership investments, Gross Sales represents capital distributions. On December 22, 2016, Zurmont Madison Private Equity, Limited Partnership completed the distribution of proceeds from the liquidation of the partnership. |
(d) | On January 20, 2016, Kuros Biosurgery AG completed a previously announced combination with Cytos Biotechnology AG, forming a new company, Kuros Biosciences AG, the shares of which trade on the SIX Swiss Exchange under the symbol KURN SW. As a result of this corporate action, the Fund received common shares of Kuros Biosciences in exchange for both its common and preferred shares held of Kuros Biosurgery. |
(e) | The Fund adopted Accounting Standards Update 2015-07 on January 1, 2016. As of December 31, 2016 certain of the Funds investments were valued using NAV per share as a practical expedient for fair value and have been excluded from the fair value hierarchy in accordance with ASU 2015-07. |
C. Securities Transactions and Investment Income
Securities transactions are recorded on the trade date. Realized gains and losses are determined by comparing the proceeds of a sale or the cost of a purchase to a specific offsetting transaction.
Dividend income, net of any foreign taxes withheld, is recorded on the ex-dividend date. Interest income, including amortization of premium and accretion of discount, is accrued daily. Estimated expenses are also accrued daily.
The Fund records Swiss withholding tax as a reduction of dividend income, net of any amount reclaimable from Swiss tax authorities in accordance with the tax treaty between the United States and Switzerland.
Distributions received from securities that represent a return of capital or capital gains are recorded as a reduction of cost of investment and/or as a realized gain.
D. Distributions
The Fund pays dividends at least annually to the extent it has any federally taxable net investment income and makes distributions of any net realized capital gains to the extent that they exceed any capital loss carryforwards. The Fund determines the size and nature of these distributions in accordance with provisions of the Internal Revenue Code of 1986, as amended (the Code). The Fund records dividends and distributions on the ex-dividend date.
E. Federal Income Taxes
The Funds policy is to continue to comply with the requirements of the Code that are applicable to regulated investment companies and to distribute all its taxable income to its stockholders. Therefore, no federal income tax provision is required.
Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. See Note 5 for federal income tax treatment of foreign currency gains/losses.
26
THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (continued)
Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years and has concluded that no provision for federal income tax is required in the Funds financial statements. The Fund files federal tax returns which remain open for examination generally for the current year and the three prior years. In addition, the Fund holds investments in Switzerland and other foreign tax jurisdictions. Withholding taxes on foreign interest and dividends have been provided for in accordance with each applicable countrys tax rules and rates.
F. Foreign Currency Translation
The Fund maintains its accounting records in U.S. dollars. The Funds assets are invested primarily in Swiss equities. In addition, the Fund can make its temporary investments in Swiss franc-denominated bank deposits, short-term debt securities and money market instruments. Substantially all income received by the Fund is in Swiss francs. The Funds NAV, however, is reported, and distributions from the Fund are made, in U.S. dollars, resulting in gain or loss from currency conversions in the ordinary course of business. Historically, the Fund has not entered into transactions designed to reduce currency risk and does not intend to do so in the future. The cost basis of foreign denominated assets and liabilities is determined on the date that they are first recorded within the Fund and translated to U.S. dollars. These assets and liabilities are subsequently valued each day at prevailing exchange rates. The difference between the original cost and current value denominated in U.S. dollars is recorded as unrealized foreign currency gain/loss. In valuing securities transactions, the receipt of income and the payment of expenses, the Fund uses the prevailing exchange rate on the transaction date.
Net realized and unrealized gains and losses on foreign currency shown in the Funds financial statements result from the sale of foreign currencies, from currency gains or losses realized between the trade and settlement dates of securities transactions, and from the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid.
When calculating realized and unrealized gains or losses on investments, the Fund does not separate the gain or loss attributable to changes in the foreign currency price of the security from the gain or loss attributable to the change in the U.S. dollar value of the foreign currency. Other foreign currency translations resulting in realized and unrealized gain or loss are disclosed separately.
G. Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
H. Concentration of Market Risk
The Fund primarily invests in securities of Swiss issuers. Such investments may carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include future political and economic developments, unfavorable movements in the Swiss franc relative to the U.S. dollar, and the possible imposition of exchange controls and changes in governmental law and restrictions. In addition, concentrations of investments in securities of issuers located in a specific region expose the Fund to the economic and government policies of that region and may increase risk compared to a fund whose investments are more diversified.
Note 2Fees and Transactions with Affiliates
Schroder Investment Management North America Inc. (SIMNA) and its affiliate, Schroder Investment Management North America Limited (SIMNA Ltd and together with SIMNA, Schroders), serve as the Funds investment adviser and investment sub-adviser, respectively. The Fund pays SIMNA an annual advisory fee of 0.70% of the Funds average month-end net assets up to $250 million, 0.60% of such assets in excess of $250 million and up to $350 million, 0.55% of such assets in excess of $350 million and up to
27
THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (continued)
$450 million, 0.50% of such assets in excess of $450 million and up to $550 million, and 0.45% of such assets in excess of $550 million. As compensation for its investment sub-advisory services, SIMNA Ltd receives 49.5% of the advisory fee paid by the Fund to SIMNA.
Prior to July 1, 2014, Hottinger Capital Corp. (HCC) served as the Funds investment adviser. Under that agreement, the Fund paid HCC an annual advisory fee based on its month-end assets which accrued daily and was calculated and paid monthly at the following annual rates: 1.00% of the first $60 million, 0.90% of the next $40 million, 0.80% of the next $100 million, 0.70% of the next $100 million, 0.65% of the next $100 million, 0.60% of the next $100 million, 0.55% of the next $100 million, 0.50% of the next $200 million and 0.45% of such assets in excess of $800 million.
The Fund pays each Director who is not an interested person (as such term is defined in the Act) of the Fund or Schroders (Non-Interested Directors), $40,982 annually in compensation, except for the Chairman of the Board to whom the Fund pays an annual fee of $54,682 and for the Chairs of the Audit, the Pricing and the Governance/Nominating Committees to each of whom the Fund pays an annual fee of $46,884. In addition, the Fund pays each Non-Interested Director $1,300 for each Board meeting attended and pays each Non-Interested Director who is a member of a Committee a fee of $750 for each Committee meeting attended. Committee meeting fees are paid for only those meetings held separately from other meetings. The Board or a Committee may establish ad hoc committees or subcommittees. Any Committee or sub-committee member may be compensated by the Fund for incremental work outside of the regular meeting process based on the value determined to be added to the Fund.
Note 3Other Service Providers
American Stock Transfer & Trust Company is the Funds transfer agent. Effective October 1, 2015, JPMorgan Chase Bank, N.A. serves as the Funds custodian and also provides certain administration and portfolio accounting services to the Fund. The Fund pays these service providers fees, which are accrued daily and paid monthly. Prior to October 1, 2015, Citi Fund Services Ohio, Inc. provided custodian, administration and portfolio accounting services to the Fund.
In addition to its other service provider fees, the Fund incurs certain professional fees, including fees of its outside legal counsel and legal counsel to the Funds Non-Interested Directors as well as fees of its independent registered public accounting firm. Those fees vary depending on the nature of the Funds activities each year.
Note 4Capital Share Transactions
The Fund is authorized to issue up to 50 million shares of capital stock. Transactions in capital shares were as follows:
For the Year Ended December 31, 2016 |
For the Year Ended December 31, 2015 |
|||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||
Dividends Reinvested |
496,552 | $ | 4,890,343 | 1,370,659 | $ | 15,770,613 | ||||||||||
Repurchased through Stock Repurchase Program (Note 6) |
(348,885 | ) | (3,526,346 | ) | (39,817 | ) | (448,965 | ) | ||||||||
Net Increase/(Decrease) |
147,667 | $ | 1,363,997 | 1,330,842 | $ | 15,321,648 | ||||||||||
Note 5Federal Income Tax and Investment Transactions
As of December 31, 2016, accumulated net investment income and accumulated net realized gain from investments and foreign currency transactions have been adjusted for current period permanent book/tax differences which arose principally from differing book/tax treatment of foreign currency transactions, partnerships and dividend re-designations.
28
THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (continued)
The following reclassification was the result of currency reclassifications, partnerships and dividend re-designations and has no impact on the net assets of the Fund.
Accumulated Net Investment Income |
$ | (1,815,356 | ) | |
Accumulated Net Realized Gain |
1,801,457 | |||
Paid-in Capital |
13,899 | |||
The tax character of distributions paid during 2016 and 2015 were as follows:
2016 |
2015 |
|||||||
Ordinary Income |
$ | 3,957,518 | $ | 2,788,786 | ||||
Long-Term Capital Gains |
5,203,806 | 17,039,265 | ||||||
Total |
$ | 9,161,324 | $ | 19,828,051 | ||||
Under current tax law, capital losses and specified ordinary losses realized after October 31 may be deferred and treated as occurring on the first business day of the following fiscal year. The Fund had deferred post-October capital and currency losses and other late-year deferrals totaling $4,365,642, which will be treated as arising on the first business day following the fiscal year ended December 31, 2016.
Capital loss carryovers retain their character as either long-term capital losses or short-term capital losses and are applied as a new loss on the first day of the immediately succeeding tax year. At December 31, 2016, the Fund had capital loss carryovers totaling $9,540,682.
At December 31, 2016, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income |
$ | 437,678 | ||
Capital Loss Carry Forward |
(9,540,682 | ) | ||
Current Late-Year Loss Deferral and Post October Losses |
(4,365,642 | ) | ||
Unrealized Appreciation |
102,551,899 | |||
Total |
$ | 89,083,253 | ||
The differences between book basis and tax basis distributable earnings are primarily attributable to tax deferral of wash sales and investments in partnerships.
Gains and losses from foreign currency transactions are treated as ordinary income and loss, respectively, for federal income tax purposes.
The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the period ended December 31, 2016 were $60,212,202 and $73,823,052, respectively.
The following summarizes all distributions declared by the Fund during the year ended December 31, 2016:
Record Date |
Payable Date |
Amount |
||||||||||
Ordinary Income |
12/21/2016 | 12/29/2016 | $ | 0.120 | ||||||||
Short-Term Capital Gains |
7/8/2016 | 8/12/2016 | 0.021 | |||||||||
Long-Term Capital Gains |
7/8/2016 | 8/12/2016 | 0.185 | |||||||||
Total Distributions |
$ | 0.326 | ||||||||||
29
THE SWISS HELVETIA FUND, INC.
Notes to Financial Statements (concluded)
Note 6Stock Repurchase Program
Pursuant to authorization by the Board, the Fund began open market purchases of its common stock on the New York Stock Exchange in 1999. The Board has authorized a stock repurchase program permitting such purchases by the Fund in each subsequent year, except for 2014. The principal purpose of the stock repurchase program has been to enhance stockholder value by increasing the Funds NAV per share without adversely affecting the Funds expense ratio.
On December 5, 2016, the Fund announced the Boards approval of the continuation of the Funds stock repurchase program. Under the program, the Fund is authorized to make open-market repurchases of its common stock of up to 500,000 shares. During the year ended December 31, 2016, the Fund repurchased and retired 348,885 shares at an average price of $10.11 per share (including brokerage commissions) and at a weighted average discount of 13.7%. These repurchases had a total cost of $3,526,346 (including brokerage commissions). This difference between the Funds NAV and the price of the repurchases resulted in an increase to the Funds NAV of $0.02 per share.
The Fund intends to repurchase shares of its common stock, at such times and in such amounts as is deemed advisable and in accordance with applicable law, subject to various factors, including the limitations imposed by the federal securities laws governing the repurchase of an issuers stock by the issuer and the ability of the Fund to raise cash to repurchase shares of the Funds common stock in a tax-efficient manner.
Note 7Capital Commitments
As of December 31, 2016, the Fund maintains an illiquid investment in one private equity limited partnership. This investment appears in the Funds Schedule of Investments. The Funds capital commitment for this partnership is shown in the table below:
Investments |
Original Capital |
Unfunded |
||||||
Private Equity Limited PartnershipInternational (a) |
||||||||
Aravis Biotech II, Limited Partnership |
$ | 3,197,717 | $ | 137,182 |
* | The original capital commitment represents 3,250,000 Swiss francs. The unfunded commitment represents 139,425 Swiss francs. The Swiss franc/U.S. dollar exchange rate as of December 31, 2016 was used for conversion and equaled 1.01635 as of such date. |
(a) | This category consists of one private equity limited partnership that invests primarily in ventures, biotechnology and in management buyout of industrial and consumer goods companies. There is no redemption right for the interest in this limited partnership. Instead, the nature of investments in this category is that distributions are received through the realization of the underlying assets of the limited partnership. |
Note 8Subsequent Events
The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date financial statements were available to be issued. Based on this evaluation, no adjustments were required to the financial statements as of December 31, 2016.
30
THE SWISS HELVETIA FUND, INC.
Report of Independent Registered Public Accounting Firm
31
THE SWISS HELVETIA FUND, INC.
Additional Information (Unaudited)
32
THE SWISS HELVETIA FUND, INC.
Additional Information (Unaudited) (continued)
33
THE SWISS HELVETIA FUND, INC.
Additional Information (Unaudited) (concluded)
Tax Information for the Year Ended December 31, 2016
34
THE SWISS HELVETIA FUND, INC.
Certain Information Concerning Directors (Unaudited)
The following tables set forth certain information about each person currently serving as a Director of the Fund, including his or her beneficial ownership of Common Stock of the Fund. All information presented in the tables is as of December 31, 2016. Each of the Directors has been determined to be a non-interested Director under the Investment Company Act of 1940, as amended.
Class I Directors (Terms Will Expire in 2019) | ||||||||
Name, Address & Age1 |
Position(s) with Fund (Since) |
Principal Occupation(s) During At Least The Past Five Years |
Other Directorships Held By Director During At Least The Past Five Years |
Shares and Dollar Beneficially Owned2 | ||||
Jean-Marc Boillat Age: 74 |
Director (2005); and Member of the Governance/ Nominating Committee (2005), the Pricing Committee (2009 to 2011; 2012 to 2014) and the Audit Committee (2014) | Former CEO, Tornos-Bechler S.A., Moutier; Former Ambassador of Switzerland in various countries, including Lebanon, Cyprus, Angola, Mozambique and Argentina | None | 3,000 $10,001-$50,000 | ||||
Joseph S. Calhoun, III Age: 61 |
Director (2016); and Member of the Audit Committee (2016) and the Governance/ Nominating Committee (2016) | Treasurer, Carnegie Mellon University; Senior Vice President and Treasurer, The New York Life Insurance Company from 1992 to 2007 | Trustee of the Schroder Mutual Funds (17 portfolios) since 2010 | 550 $1 - $10,000 |
35
THE SWISS HELVETIA FUND, INC.
Certain Information Concerning Directors (Unaudited) (continued)
Class II Directors (Terms Will Expire in 2017) | ||||||||
Name, Address & Age1 |
Position(s) with Fund (Since) |
Principal Occupation(s) During At Least The Past Five Years |
Other Directorships Held By Director During At Least The Past Five Years |
Shares
and Dollar Beneficially Owned2 | ||||
Samuel B. Witt, III, Esq. Age: 81 |
Director (1987) and Chairman of the Board of Directors (2006 to 2015); and Member of the Governance/ Nominating Committee (2002) | Samuel B. Witt, III, Attorney-at-Law | Trustee of The Williamsburg Investment Trust (11 funds) | 8,411 Over $100,000 | ||||
Claus Helbig Age: 75 |
Director (2008); Member (2008) and Chair (2013) of the Governance/ Nominating Committee; and Member of the Audit Committee (2009 to 2014) and the Pricing Committee (2009) |
Attorney-at-Law; Member of the Supervisory Board of: Audi AG (Ingolstadt) from 1998 to 2008, Bankhaus August Lenz & Co. AG (Munich) (Chairman) since 2002, GLL Real Estate Partners GmbH (Munich) (Chairman) since 2001, and HCM Capital Management AG (Munich) (Vice-Chairman) from 2004 to 2010; Member of the European Advisory Board of Booz Allen Hamilton from 2003 to 2011; Member of the Global Advisory Board of Millennium Associates, Zug/CH from 2007 to 2010; Director of Leo Capital Growth SPC (Ireland) from 2007 to 2015; Director of Societé Horlogère Reconvilier AG, Zug/Suisse since 2011 | None | 1,000 $10,001-$50,000 | ||||
Richard A. Brealey Age: 80 |
Director (1987 to 1996 and since 2009); Member (2009) and Chair (2012) of the Pricing Committee; and Member of the Governance/ Nominating Committee (2009) and the Audit Committee (2012) | Emeritus Professor London Business School (LBS); Full-time faculty member LBS from 1968 to 1998; Special Advisor to the Governor of the Bank of England 1998-2001 | Director of the HSBC Investor Funds from 2004 to 2008 | 18,764 Over $100,000 |
36
THE SWISS HELVETIA FUND, INC.
Certain Information Concerning Directors (Unaudited) (concluded)
Class III Directors (Terms Will Expire in 2018) | ||||||||
Name, Address & Age1 |
Position(s) with Fund (Since) |
Principal Occupation(s) During At Least The Past Five Years |
Other Directorships Held By Director During At Least The Past Five Years |
Shares
and Dollar Beneficially Owned2 | ||||
Brian A. Berris Age: 72 |
Director (2012) and Chairman of the Board of Directors (2015); Member and Chair of the Audit Committee (2013 to 2015); and Member of the Governance/ Nominating Committee (2012) | Partner, Brown Brothers Harriman & Co. since 1991; Member of the Audit Committee of Brown Brothers Harriman & Co. from 2010 to 2016; Member of the Pension Investment Committee of Brown Brothers Harriman & Co. from 2012 to 2016; Director and Member of the Audit Committee of Brown Brothers Harriman Trust Company (Cayman) Limited from 2007 to 2015 | None | 10,000 over $100,000 | ||||
David R. Bock Age: 73 |
Director (2010); Member (2012) and Chair (2015) of the Audit Committee; and Member of the Governance/ Nominating Committee (2010) and the Pricing Committee (2010) | Managing Partner, Federal City Capital Advisors since 1997; Interim CEO, Oxford Analytical, January to June 2010; Executive Vice President and Chief Financial Officer of I-trax, Inc. (health care services) from 2004 to 2008; Managing Director of Lehman Brothers from 1992 to 1995; Executive at The World Bank from 1974 to 1992 | Director of the Pioneer Funds (53 portfolios) since 2005; Director and Member of the International Advisory Board of Oxford Analytica (political and economic consulting) since 2008; Director of Enterprise Community Investment (private investment company) from 1985 to 2010; Director of New York Mortgage Trust from 2004 to 2008 and since 2012; Director of I-trax, Inc. from 2000 to 2004 | 5,389 $50,001-$100,000 |
37
THE SWISS HELVETIA FUND, INC.
Certain Information Concerning Officers (Unaudited)
The following table sets forth certain information about each person currently serving as an Officer of the Fund, including his or her beneficial ownership of Common Stock of the Fund. All information presented in the table is as of December 31, 2016.
Officers3 | ||||||||
Name, Address & Age1 |
Position(s) with Fund |
Principal Occupation(s) During At Least The Past Five Years |
Other Directorships Held By Officer During At Least The Past Five Years |
Shares
and Dollar Beneficially Owned2 | ||||
Mark A. Hemenetz Age: 60 |
President and Principal Executive Officer (2014) | Chief Operating OfficerAmericas, SIMNA; Member of Board of Managers, Schroder Fund Advisors LLC (SFA); President and Principal Executive Officer of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware) | None | None | ||||
Alan M. Mandel Age: 59 |
Treasurer and Principal Financial Officer (2014) | Head of Fund Administration, SIMNA; Member of Board of Managers, SFA; Treasurer and Principal Financial and Accounting Officer of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware) |
None | 1,070 $10,001-$50,000 | ||||
Shanak Patnaik Age: 49 |
Chief Compliance Officer (2016) | Chief Compliance Officer, SFA, Senior Compliance Manager, SIMNA, Inc. from 2012 to 2016; Independent Consultant from January 2012 to April 2012 | None | None | ||||
Abby L. Ingber Age: 54 |
Chief Legal Officer and Secretary (2014) | Deputy General Counsel and Managing Lawyer, SIMNA; formerly, Member of Board of Managers, SFA; Chief Legal Officer and Secretary/Clerk of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware) | None | None | ||||
Carin F. Muhlbaum Age: 54 |
Vice President (2014) | General Counsel, SIMNA; Secretary and General Counsel, SFA; Vice President of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware); formerly, Member of Board of Managers, SFA |
None | None | ||||
William P. Sauer Age: 53 |
Vice President (2014) | Head of Investor Services, SIMNA; Vice President of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware) | None | None | ||||
David Marshall Age: 45 |
Assistant Treasurer (2014) | Manager of Fund Administration, SIMNA; Assistant Treasurer of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware); formerly, Vice President of Fund Administration, AMG Funds | None | None |
38
THE SWISS HELVETIA FUND, INC.
Certain Information Concerning Officers (Unaudited) (concluded)
Officers3 | ||||||||
Name, Address & Age1 |
Position(s) with Fund |
Principal Occupation(s) During At Least The Past Five Years |
Other Directorships Held By Officer During At Least The Past Five Years |
Shares
and Dollar Beneficially Owned2 | ||||
Angel Lanier Age: 54 |
Assistant Secretary (2015) | Legal Assistant, SIMNA; Assistant Secretary, Schroder Fund Advisors LLC | None | None |
1 | The Address for each Director and Officer, unless otherwise noted, is c/o Schroder Investment Management North America Inc., 875 Third Avenue, 22nd Floor, New York, New York 10022. |
2 | All Directors and Officers as a group (15 persons) owned 48,184 shares, which constitutes less than 1.00% of the outstanding Common Stock of the Fund. Share numbers in this Annual Report have been rounded to the nearest whole share. |
3 | Each Officer serves on a year-to-year basis for an indefinite term, until his or her successor is elected and qualified. |
39
THE SWISS HELVETIA FUND, INC.
Automatic Dividend Reinvestment Plan (Unaudited)
40
THE SWISS HELVETIA FUND, INC.
Automatic Dividend Reinvestment Plan (Unaudited) (continued)
41
THE SWISS HELVETIA FUND, INC.
Automatic Dividend Reinvestment Plan (Unaudited) (concluded)
42
THE SWISS HELVETIA FUND, INC.
43
Item 2. Code Of Ethics.
(a) | As of the end of the period, December 31, 2016, the Registrant has adopted a Senior Financial Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the Code of Ethics). |
(b) | Not Applicable. |
(c) | The Registrant has not amended its Code of Ethics during the period covered by this report. |
(d) | The Registrant has not granted any waivers, including an implicit waiver, from any provisions of its Code of Ethics during the period covered by this report. |
(e) | Not Applicable. |
Item 3. Audit Committee Financial Expert.
The Registrants Board of Directors (the Board) has determined that Messrs. David R. Bock, Richard A. Brealey and
Joseph S. Calhoun, III,
each a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the SEC). Each of Messrs. Bock, Brealey and Calhoun is independent as defined by
the SEC for purposes of audit committee financial expert determinations.
Item 4. Principal Accountant Fees and Services.
(a) | Audit Fees: Effective December 23, 2016, Tait, Weller & Baker, LLP (Tait Weller) was engaged to serve as the Funds independent registered public accounting firm to audit the Funds financial statements for the fiscal year ending December 31, 2016. PricewaterhouseCoopers LLP (PwC) served as the Funds independent public accounting firm in connection with the audit of the Funds financial statements for the fiscal year ended December 31, 2015. The aggregate fees billed for each of the last two fiscal years (the Reporting Periods) for professional services rendered by the Registrants principal accountants for the audit of the Registrants annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $91,600 in 2015 (to PwC) and $50,000 in 2016 (to Tait Weller). |
(b) | Audit-Related Fees: The aggregated fees billed in the Reporting Periods for assurance and related services rendered by the principal accountants to the Registrant were $7,500 in 2015 (to PwC) and $0 in 2016 (to Tait Weller). These services, in accordance with Statement on Auditing Standards No.100, Interim Financial Information, consisted of review of the Funds semi-annual reports to shareholders. |
There were no fees billed in the Reporting Periods for assurance and related services rendered by the principal accountants to the Registrants investment adviser and any entity controlling, controlled by or under common control with the Registrants investment adviser that provides ongoing services to the Registrant (collectively the investment adviser) which were required to be pre-approved by the Audit Committee as described in paragraph (e)(1) of this Item 4.
(c) | Tax Fees: The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountants to the Registrant for tax compliance, tax advice and tax planning (Tax Services) were $6,640 in 2015 (to PwC) and $ 5,500 in 2016 (to Tait Weller). These services consisted of review or preparation of U.S. federal, state, local and excise tax returns. |
(d) | All Other Fees: The principal accountant did not provide any additional products or services to the Registrant in the reporting periods other than the services reported in paragraphs (a) through (c) of this Item, but did receive reimbursement of out of pocket expenses of $1,235 in 2015 (to PwC) and $0 in 2016 (to Tait Weller). |
(e)(1) | The Registrants Audit Committee pre-approves the principal accountants engagements for audit and non-audit services to the Registrant, and non-audit services to the investment adviser that are required to be pre-approved on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining the principal accountants independence. |
(e)(2) | No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | None |
(g) | The aggregate non-audit services billed by the principal accountants for services rendered to the Registrant in the reporting periods were $15,375 in 2015 (to PwC) and $5,500 in 2016 (to Tait Weller). There were no fees billed in each of the Reporting Periods for non-audit services rendered by the principal accountant to the investment adviser. |
(h) | The Registrants Audit Committee considers whether the provision of any non-audit services rendered to the investment adviser that were not pre-approved (not requiring pre-approval) by the Audit Committee is compatible with maintaining the principal accountants independence. |
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. It is composed of the following Directors, each of who is not an interested person as defined in the Investment Company Act of 1940:
David R. Bock, Chair
Jean-Marc Boillat
Richard A. Brealey
Joseph S. Calhoun, III
Item 6. Investments
(a) | Not applicable |
(b) | Not applicable. |
Item 7. Disclosure Of Proxy Voting Policies And Procedures For Closed-End Management Investment Companies.
The Registrant has delegated voting of proxies in respect of portfolio holdings to its investment adviser, Schroder Investment Management North America, Inc. (the Adviser), to vote the Registrants proxies, upon the instruction of an executive officer of the Registrant, in accordance with Advisers proxy voting guidelines and procedures (the Voting Guidelines) that provide as follows:
| The Adviser recommends voting proxies in respect of the Registrants securities in the Registrants best economic interests and without regard to the interests of the Adviser or any other client of the Adviser. |
| Unless the Advisers Proxy Voting Committee (the Committee) otherwise determines (and documents the basis for its decision) or as otherwise provided below, the Adviser recommends voting proxies in a manner consistent with the Voting Guidelines. |
| To avoid material conflicts of interest, the Adviser applies the Voting Guidelines in an objective and consistent manner across client accounts. Where a material conflict of interest has been identified and the matter is covered by the Voting Guidelines, the Committee recommends voting in accordance with the Voting Guidelines. Where a conflict of interest has been identified and the matter is not covered by the Voting Guidelines, the Adviser will disclose the conflict and the Committees recommendation of the manner in which to vote to the Registrants Audit Committee. |
| The Adviser also may recommend not to vote proxies in respect of securities of any issuer if it determines that it would be in the Registrants overall best interests not to vote. |
In all instances, the Adviser examines and analyzes the Registrants proxies in accordance with the Voting Guidelines. The Adviser then presents its recommendations to an executive officer of the Registrant, who either approves the Advisers recommendation or determines if the Registrant will vote its proxy in a different way. The Adviser retains the power to vote the Registrants proxies, but will not do so without instruction and approval of an executive officer of the Fund. The Advisers Voting Guidelines address how it will recommend voting proxies on particular types of matters such as the election for directors, adoption of option plans and anti-takeover proposals. For example, the Adviser generally will:
| support management in most elections for directors, unless the board gives evidence of acting contrary to the best economic interests of shareholders; |
| support option plans, if it believes that they provide for their administration by disinterested parties and provide incentive to directors, managers and other employees by aligning their economic interests with those of the shareholders while limiting the transfer of wealth out of the company; and |
| oppose anti-takeover proposals unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer. |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Schroder Investment Management North America Inc. (SIMNA) is investment adviser to the Registrant and Stefan Frischknecht and Daniel Lenz, in association with Schroder Investment Management North America Limited (SIMNA Limited), SIMNAs affiliate, are primarily responsible for the day-to-day management of the Registrants portfolio.
Stefan Frischknecht, CFA, Lead Portfolio Manager, is the Head of Equity Fund Management for Schroder Investment Management (Switzerland) AG, Zurich and is associated with SIMNA Limited. He joined the Schroders organization in 1999 and is currently Fund Manager of the SISF Swiss Equity Opportunities Fund, Schroder Swiss Equity Core Fund and institutional mandates. Prior to Schroders, he worked at ABB Investment Management from 1995 until 1998 as a portfolio manager with additional research responsibility for the European Financial sector. He commenced his investment career in 1994 at the International and Finance Department of Swiss Bank Corporation (now UBS) as a credit analyst. He holds a Master of Science of the University of Berne, Switzerland.
Daniel Lenz, CFA, Co-Portfolio Manager, is a Fund Manager for Schroder Investment Management (Switzerland) AG, Zurich and is associated with SIMNA Limited. He joined the Schroders organization in 2000 and is currently Fund Manager of the SISF Small & Mid Cap Fund, the SISF Swiss Equity Fund, the Schroder European Small & Mid Cap Value Fund and institutional mandates. He began his investment career in 1997 at Credit Suisse as a portfolio manager. He holds a Master of Arts HSG of the University of St. Gallen (HSG), Switzerland.
Other Accounts Managed. The following table shows information regarding other accounts managed by the portfolio managers of the Registrant, as of December 31, 2016:
Number of Accounts |
Total Assets in Accounts |
Number of Accounts where Advisory Fee is Based on Account Performance |
Total Assets in Accounts where Advisory Fee is Based on Account Performance |
|||||||||||||
Stefan Frischknecht |
||||||||||||||||
Registered Investment Companies |
None | None | None | None | ||||||||||||
Other Pooled Investment Vehicles |
2 | $ | 68,158,193 | 1 | $ | 34,167,092 | ||||||||||
Other Accounts |
3 | $ | 636,009,080 | None | None | |||||||||||
Daniel Lenz |
||||||||||||||||
Registered Investment Companies |
None | None | None | None | ||||||||||||
Other Pooled Investment Vehicles |
3 | $ | 872,368,214 | 2 | $ | 145,319,896 | ||||||||||
Other Accounts |
4 | $ | 477,444,217 | None | None |
Material Conflicts of Interest. Whenever a portfolio manager manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Registrant and the investment strategy of the other accounts. For example, in certain instances, a portfolio manager may take conflicting positions in a particular security for different accounts, by selling a security for one account and continuing to hold it for another account. In addition, the fact that other accounts require the portfolio manager to devote less than all of his or her time to a fund may be seen itself to constitute a conflict with the interest of the Registrant.
Each portfolio manager may also execute transactions for another fund or account at the direction of such fund or account that may adversely impact the value of securities held by the Registrant. Securities selected for funds or accounts other than the Registrant may outperform the securities selected for the Registrant. Finally, if the portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Registrant may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and accounts. Schroders policies, however, require that portfolio managers allocate investment opportunities among accounts managed by them in an equitable manner over time. Orders are normally allocated on a pro rata basis, except that in certain circumstances, such as the small size of an issue, orders will be allocated among clients in a manner believed by Schroders to be fair and equitable over time.
The structure of a portfolio managers compensation may give rise to potential conflicts of interest. A portfolio managers base pay tends to increase with additional and more complex responsibilities that include increased assets under management, which indirectly links compensation to sales. Also, potential conflicts of interest may arise since the structure of Schroders compensation may vary from account to account.
Schroders has adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.
Compensation for Portfolio Managers. Schroders methodology for measuring and rewarding the contribution made by portfolio managers combines quantitative measures with qualitative measures. The Registrants portfolio managers are compensated for their services to the Registrant and to other accounts they manage in a combination of base salary and annual discretionary bonus, as well as the standard retirement, health and welfare benefits available to all Schroders employees. Base salary of Schroders employees is determined by reference to the level of responsibility inherent in the role and the experience of the incumbent, is benchmarked annually against market data to ensure competitive salaries, and is paid in cash. The portfolio managers base salary is fixed and is subject to an annual review and will increase if market movements make this necessary or if there has been an increase in responsibilities.
Each portfolio managers bonus is based in part on performance. Discretionary bonuses for portfolio managers may be comprised of an agreed contractual floor, a revenue component and/or a discretionary component. Any discretionary bonus is determined by a number of factors. At a macro level the total amount available to spend is a function of the bonus to pre-bonus profit ratio before tax and the compensation to revenue ratio achieved by Schroders globally. Schroders then assesses the performance of the division and of a management team to determine the share of the aggregate bonus pool that is spent in each area. This focus on team maintains consistency and minimizes internal competition that may be detrimental to the interests of Schroders clients. For each team, Schroders assesses the performance of their funds relative to competitors and to relevant benchmarks, which may be internally-and/or externally-based, over one and/or three year periods, the level of funds under management and the level of performance fees generated, if any. Performance is evaluated for each quarter, year and since inception of the relevant Fund. The portfolio managers compensation for other accounts they manage may be based upon such accounts performance.
For those employees receiving significant bonuses, a part may be deferred in the form of Schroders plc stock. These employees may also receive part of the deferred award in the form of notional cash investments in a range of Schroder funds. These deferrals vest over a period of three years and are designed to ensure that the interests of the employees are aligned with those of the shareholders of Schroders.
For the purposes of determining the portfolio managers bonuses, the relevant external benchmarks for performance comparison include the Swiss Performance Index in conjunction with the Morningstar peer group.
Ownership of Securities of Registrant. As of the date of this Report, neither Mr. Frischknecht nor Mr. Lenz beneficially owned shares of common stock of the Registrant.
Item 9. Purchase Of Equity Securities By Closed-End Management Investment Company And Affiliated Purchasers.
On December 5, 2016, the Fund announced a stock repurchase program effective for 2017. Under the program, the Fund is authorized to make open-market repurchases of its common stock of up to 500,000 shares. As of December 31, 2016, the Fund had repurchased and retired 348,885 shares of its common stock under the Funds 2016 stock repurchase program. The principal purpose of the Funds stock repurchase program is to enhance stockholder value by increasing the Funds net asset value per share without creating a meaningful adverse effect on the Funds expense ratio. The Fund intends to repurchase shares of its common stock in the future, at such times and in such amounts as is deemed advisable. The table below summarizes the activity for the year ended December 31, 2016.
Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
01/01/16-01/31/16 |
21,800 | $ | 9.79 | 21,800 | 478,200 | |||||||||||
02/01/16-02/28/16 |
41,797 | $ | 9.69 | 41,797 | 436,403 | |||||||||||
03/01/16-03/31/16 |
53,314 | $ | 10.03 | 53,314 | 383,089 | |||||||||||
04/01/16-04/30/16 |
39,513 | $ | 10.23 | 39,513 | 343,576 | |||||||||||
05/01/16-05/31/16 |
45,736 | $ | 10.30 | 45,736 | 297,840 | |||||||||||
06/01/16-06/30/16 |
39,629 | $ | 10.27 | 39,629 | 258,211 | |||||||||||
07/01/16-07/31/16 |
17,464 | $ | 10.20 | 17,464 | 240,747 |
08/01/16-08/31/16 |
36,609 | $ | 10.43 | 36,609 | 204,138 | |||||||||||
09/01/16-09/30/16 |
6,617 | $ | 10.52 | 6,617 | 197,521 | |||||||||||
10/01/16-10/31/16 |
| | | 197,521 | ||||||||||||
11/01/16-11/30/16 |
| | | 197,521 | ||||||||||||
12/01/16-12/31/16 |
46,406 | $ | 9.93 | 46,406 | 151,115 | |||||||||||
TOTAL |
348,885 | 348,885 | 151,115 |
Item 10. Submission Of Matters To A Vote Of Security Holders.
There were no material changes to procedures by which shareholders may recommend nominees to the board of directors.
Item 11. Controls And Procedures.
(a) | The registrants principal executive officer and principal financial officer have concluded, based on their evaluation of the registrants disclosure controls and procedures as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the investment company on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms. |
(b) | There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a - 3(d) under the 1940 Act) that occurred during the Registrants second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) | The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certification required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Swiss Helvetia Fund, Inc.
By: | /s/ Mark A. Hemenetz | |
Mark A. Hemenetz | ||
Principal Executive Officer | ||
March 7, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Mark A. Hemenetz | |
Mark A. Hemenetz | ||
Principal Executive Officer | ||
March 7, 2017 | ||
By: | /s/ Alan M. Mandel | |
Alan M. Mandel | ||
Treasurer and Principal Financial Officer | ||
March 7, 2017 |