SC TO-I/A

As filed with the Securities and Exchange Commission, November 20, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2

to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

The Swiss Helvetia Fund, Inc.

(Name of Subject Company (Issuer))

The Swiss Helvetia Fund, Inc.

(Name of Filing Person (Offeror))

COMMON STOCK,

$0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

870875101

(CUSIP Number of Class of Securities)

  Carin F. Muhlbaum Schroder Investment Management North America Inc. 7 Bryant Park New York, New York 10018 (800) 730-2932 With a copy to: William G. Farrar, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$197,357,733(a)	$23,919.76(b)

(a) Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 24,638,918 shares of common stock of the Fund (approximately 65% of the total number of shares outstanding on October 19, 2018) by $8.01 (98% of the net asset value per share of $8.17 as of the close of regular trading on the New York Stock Exchange on October 19, 2018).

(b) Calculated at $121.20 per $1,000,000 of the Transaction Valuation.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Amount Previously Paid:	$23,919.76	Filing Party:.	The Swiss Helvetia Fund, Inc
Form or Registration No.:	Schedule TO-I	Date Filed:	October 22, 2018

☐ Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Introductory Statement

This Amendment No. 2 (the “Amendment”) hereby amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed by The Swiss Helvetia Fund, Inc., a closed-end management investment company organized under the laws of the state of Delaware (the “Fund”), with the Securities and Exchange Commission on October 22, 2018, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on November 19, 2018 (as amended hereby, the “Schedule TO”). The Schedule TO relates to the offer by the Fund to purchase up to 24,638,918 of its issued and outstanding shares of common stock, par value $0.001 per share, at a price equal to 98% of the net asset value per share (the “Offer”), determined as of the close of the regular trading session of the New York Stock Exchange on November 19, 2018, the business day immediately following the day the Offer expired, to the seller in cash, less any applicable withholding taxes and without interest. The Offer expired at 5:00 p.m., Eastern Time, on November 16, 2018, pursuant to the Offer to Purchase, dated October 22, 2018, and the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.

This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9 and Item 11.

The information in the Offer to Purchase and the related Letter of Transmittal, previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

On November 20, 2018, the Fund issued a press release announcing the final results of the Offer, which expired at 5:00 p.m., Eastern Time, on November 16, 2018. A copy of the press release is filed as Exhibit (a)(5)(v) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(i)	Offer to Purchase, dated October 22, 2018. *
(a)(1)(ii)	Form of Letter of Transmittal (Including IRS Form W-9 and the instructions included therewith). *
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(iv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(v)	Letter to Stockholders of the Fund, dated October 22, 2018. *
(a)(2)	Not applicable.
(a)(5)(i)	Press Release issued by the Fund, dated August 23, 2018 (incorporated by reference to Schedule TO-C filed by the Fund on August 23, 2018). *

(a)(5)(ii)	Press Release issued by the Fund, dated September 7, 2018 (incorporated by reference to Schedule TO-C filed by the Fund on September 7, 2018). *
(a)(5)(iii)	Press Release issued by the Fund, dated October 22, 2018. *
(a)(5)(iv)	Press Release issued by the Fund, dated November 19, 2018. *
(a)(5)(v)	Press Release issued by the Fund, dated November 20, 2018. **
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed as an exhibit to the Fund’s Tender Offer Statement on Schedule TO filed with the SEC on October 22, 2018.

** Filed herewith.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due 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.

THE SWISS HELVETIA FUND, INC.
By:	/s/ Mark A. Hemenetz
	Name:	Mark A. Hemenetz
	Title:	President

Dated: November 20, 2018

Exhibit Index

(a)(1)(i)	Offer to Purchase, dated October 22, 2018. *
(a)(1)(ii)	Form of Letter of Transmittal (Including IRS Form W-9 and the instructions included therewith). *
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(iv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(v)	Letter to Stockholders of the Fund, dated October 22, 2018. *
(a)(2)	Not applicable.
(a)(5)(i)	Press Release issued by the Fund, dated August 23, 2018 (incorporated by reference to Schedule TO-C filed by the Fund on August 23, 2018). *
(a)(5)(ii)	Press Release issued by the Fund, dated September 7, 2018 (incorporated by reference to Schedule TO-C filed by the Fund on September 7, 2018). *
(a)(5)(iii)	Press Release issued by the Fund, dated October 22, 2018. *
(a)(5)(iv)	Press Release issued by the Fund, dated November 19, 2018. *
(a)(5)(v)	Press Release issued by the Fund, dated November 20, 2018. **
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed as an exhibit to the Fund’s Tender Offer Statement on Schedule TO filed with the SEC on October 22, 2018.

** Filed herewith.

EX-99.(A)(5)(V)

Exhibit (a)(5)(v)

THE SWISS HELVETIA FUND, INC. ANNOUNCES

FINAL RESULTS OF CASH TENDER OFFER

Press Release—For Immediate Release

New York, New York—November 20, 2018

The Swiss Helvetia Fund, Inc. (NYSE: SWZ), a non-diversified registered closed-end investment company, announced today the final results of its tender offer (the “Offer”) to acquire up to 24,638,918 shares of the Fund’s common stock. The acquired stock represents approximately 65% of the issued and outstanding shares of the Fund. The Offer expired at 5:00 p.m., Eastern Time, on November 16, 2018 (the “Expiration Date”).

Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary for the Offer, 26,085,768 shares of the Fund’s common stock or approximately 68.8% of the Fund’s outstanding shares were validly tendered and not withdrawn by the Expiration Date. The Fund has accepted 24,638,918 shares for cash payment at a price equal to $7.86 per share, which represents 98% of the Fund’s net asset value per share of $8.02 as of the close of the regular trading session of the New York Stock Exchange on November 19, 2018. As the total number of shares validly tendered exceeded the number of shares the Fund offered to purchase pursuant to the Offer, approximately 94.45% of the Fund’s shares tendered by each tendering stockholder were accepted for purchase. Following the purchase of the 24,638,918 shares, the Fund will have 13,267,110 shares outstanding and the pro forma net asset value per share as of November 19, 2018, adjusted to give effect to the purchase of shares pursuant to the Offer, was $8.32.

* * * * *

About The Swiss Helvetia Fund, Inc.

The Fund (www.swzfund.com) is a non-diversified, closed-end investment company seeking long-term capital appreciation through investment in equity and equity-linked securities of Swiss companies. Its shares are listed on the NYSE under the symbol “SWZ.” The Fund seeks to achieve its investment objective by investing generally in Swiss equity and equity-linked securities that are traded on a Swiss stock exchange, traded at the pre-bourse level of one or more Swiss stock exchanges, traded through a market maker or traded over the counter in Switzerland. The Fund also may invest in Swiss equity and equity-linked securities of Swiss companies that are traded on other major European stock exchanges.

Closed-end funds, unlike open-end funds, are not continuously offered. Typically, shares of closed-end funds are sold in the open market through a stock exchange. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the Fund’s shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value.

The Fund is managed by Schroder Investment Management North America Inc.

About Schroder Investment Management North America Inc.

Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited, investment advisors registered with the U.S. SEC, are units of Schroders plc (SDR.L), a global asset management company with approximately $590.8 billion under management and administration as of September 30, 2018. Schroder’s clients include major financial institutions including

banks and insurance companies, as well as local and public authorities, public and private pension funds, endowments and foundations, intermediaries and advisors, as well as high net worth individuals and retail investors. The firm has built one of the largest networks of offices of any dedicated asset management company with more than 500 portfolio managers and analysts covering the world’s investment markets, offering a comprehensive range of products and services.

Schroder Investment Management North America Inc. provides asset management products and services to clients in the U.S. and Canada. Schroder Investment Management North America Inc. is an indirect, wholly-owned subsidiary of Schroders plc, a U.K. public company with shares listed on the London Stock Exchange.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of the Fund’s shares in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.