Securities Exchange Act of 1934 — Rule 14a-8
Swiss Helvetia Fund
April 6, 2017
Nicole M. Runyan, Esq.
Eleven Times Square
New York, NY 10036
Re: Swiss Helvetia Fund — Request to Omit a Shareholder Proposal
Submitted by Mr. Kenneth Steiner
Dear Ms. Runyan:
In a letter dated February 23, 2017, submitted on behalf of Swiss Helvetia Fund (the "Fund"), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the "Commission") if a shareholder proposal and supporting statement (the "Proposal"), submitted by Mr. Kenneth Steiner (the "Proponent"), is omitted from the proxy materials for the Fund's 2017 Annual Meeting of Shareholders (the “Proxy Materials”).
The Proposal requests, in part, that the Board of Directors of the Fund (the "Board") “adopt a policy, and amend [the Fund's] governing documents as necessary to require that the Chairman of the Board, whenever possible, to be an independent member of the Board.”
The Fund asserts that the Proposal is excludable pursuant to Rule 14a-8(i)(10) under the Securities Exchange Act of 1934 because it has already been “substantially implemented” both in policy and practice.
There appears to be some basis for your view that the Fund may omit the Proposal in reliance on Rule 14a-8(i)(10). Accordingly, we will not recommend enforcement action to the Commission if the Fund omits the Proposal from its Proxy Materials in reliance on Rule 14a-8(i)(10).
We note that the Fund may not have filed its statement of objections to including the Proposal in its Proxy Materials at least 80 days before the date on which it will file its definitive Proxy Materials as required by Rule 14a-8(j)(1). Noting the circumstances of the delay, we do not waive the 80-day requirement.
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning the matter, please call me at (202) 551-6943.
/s/ James E. O’Connor
James E. O’Connor
Division of Investment Management
cc: Mr. Kenneth Steiner
Division of Investment Management
Informal Procedures Regarding Shareholder Proposals
The Division of Investment Management believes that its responsibility with respect to matters arising under Rule l 4a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. I n connection with a shareholder proposal under Rule l 4a-8, the Division's staff considers the information furnished to it by an investment company in support of its intention to exclude the proposals from the investment company's proxy material, as well as any information furnished by the proponent or the proponent's representative.
The staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversary procedure.
The determination reached by the staff in connection with a shareholder proposal submitted to the Division under Rule 14a-8 does not and cannot purport to "adjudicate" the merits of an investment company's position with respect to the proposal. Only a court, such as a U.S. District Court, can decide whether an investment company is obligated to include shareholder proposals in its proxy material. Accordingly a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of an investment company, from pursuing any rights he or she may have against the investment company in court should management omit the proposal from the investment company's proxy material.
The Incoming Letter is in Acrobat format.