INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of July 1, 2014 between The Swiss Helvetia Fund, Inc., a
Delaware corporation (the "Fund"), and Xxxxxxxx Investment Management North
America Inc., a Delaware corporation ("Schroders").
WHEREAS, the Fund is a non-diversified closed-end investment management
company registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), and Schroders is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended;
WHEREAS, at a Board of Directors Meeting held on March 27, 2014, it was the
unanimous decision of the Board members who are not "interested persons" (as
such term is defined in the 0000 Xxx) of the Fund, constituting a majority of
the Fund's Board of Directors, to retain Schroders to render certain
specified investment advisory services to the Fund on the terms set forth
herein and Schroders is willing to render such services;
NOW THEREFORE, WITNESSETH: That it is hereby agreed to between the parties
hereto as follows:
1. Investment Adviser. Schroders, in accordance with the Fund's stated
investment objective(s), policies and limitations, and subject to
the supervision of the Fund's Board of Directors, will provide
investment management of the Fund's portfolio and will supervise and
oversee the investment and reinvestment of the assets of the Fund.
The Fund has authorized Schroders, for as long as Schroders deems it
appropriate, to engage its affiliate, Xxxxxxxx Investment Management
North America Limited ("SIMNA Limited"), to act as the Fund's
sub-investment adviser and provide day-to-day management of the
Fund's investments pursuant to a sub-advisory agreement
(the "Sub-Advisory Agreement"). The compensation of SIMNA Limited,
as provided under the Sub-Advisory Agreement, shall be paid by
Schroders (and not the Fund), and no obligation shall be incurred on
the Fund's behalf in any such respect. In the event that SIMNA
Limited ceases to act as the Fund's sub-investment adviser,
Schroders will provide such services, including making all decisions
affecting the Fund's portfolio, transmitting purchase and sale orders
and selecting brokers and dealers to execute portfolio transactions
on behalf of the Fund.
2. Fees and Expenses.
2.1 The Fund will pay Schroders an annual advisory fee hereunder of
0.70% of the Fund's average monthly net assets up to and including
U.S. $250 million, 0.60% of such assets in excess of U.S. $250 million
up to and including U.S. $350 million, 0.55% of such assets in excess
of U.S. $350 million up to and including U.S. $450 million, 0.50% of
such assets in excess of U.S. $450 million up to and including U.S.
$550 million, and 0.45% of such assets in excess of U.S. $550 million,
computed by the Fund's administrator on the basis of net assets at
the end of each month and payable by the fifth business day of the
succeeding calendar month.
2.2 Schroders shall bear all expenses of its employees and overhead
incurred by it in connection with its duties under this Agreement.
Schroders will also pay all salaries and fees of the Fund's directors
and officers who are "interested persons" (as such term is defined in
the 0000 Xxx) of Schroders. The Fund will be responsible and shall
assume the obligation for payment of all of the Fund's expenses,
including taxes, duties, charges, fees and other expenses (including,
without limitation, broker fees, dealer fees, clearing bank fees and
legal fees) Schroders incurs in connection with the services provided
under this Agreement. The obligations contained in this clause shall
survive the termination of this Agreement.
2.3 Payments to Schroders shall be made in U.S. Dollars by wire transfer
as follows:
Bank:
Swift:
Bank ABA Number:
Account Name:
Account Number:
3. Liability.
3.1 Neither Schroders nor any of its officers, directors or employees
shall be liable for any error of judgment or for any loss suffered
by the Fund in connection with the matters to which this Agreement
relates, except (i) that Schroders shall be under a fiduciary duty
with respect to receipt of compensation for services pursuant to
Section 36 of the 1940 Act, and shall therefore be liable for a loss
resulting from a breach of such fiduciary duty (in which case any
award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the 1940 Act), or (ii) for a loss
resulting from willful misfeasance, bad faith or gross negligence on
its or their part in the performance of, or from reckless disregard
by it or them of its or their obligations and duties under this
Agreement. Additionally, Schroders shall not be liable for any
indirect, special, incidental or consequential damages or other
indirect losses, or for any action or omission of any unaffiliated
third party or unaffiliated service provider to the Fund, including
any broker or dealer or other entity not under Schroders' direct
supervision or control.
3.2 Schroders does not assume responsibility for the acts or omissions
of any other person, except as may be provided for under the
Sub-Advisory Agreement.
3.3 Schroders shall not be liable for any losses caused by disturbances
of its operations by virtue of force majeure, riot, or damage caused
by nature or due to other events for which it is not responsible
(e.g., strike, lock-out or acts of domestic or foreign authorities).
4. Services Not Exclusive. It is understood that the services of
Schroders are not deemed to be exclusive, and nothing in this
Agreement shall prevent Schroders or any of its affiliates,
directors or employees from providing similar services to other
investment companies and other clients (whether or not their
investment objectives and policies are similar to those of the Fund)
or from engaging in other activities. When other clients of
Schroders desire to purchase or sell a security at the same time such
security is purchased or sold for the Fund, such purchases and sales
will, to the extent feasible, be allocated among the Fund and such
clients in a manner believed by Schroders to be equitable to such
clients.
5. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be in writing and shall be
effective upon receipt. Notices and communications shall be given to:
(1) the Fund, c/o Xxxx X. Xxxxxxxx, Chief Operating Officer (Americas),
Xxxxxxxx Investment Management North America Inc., 000 Xxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to the Fund's
Secretary, c/o Citi Fund Services Ohio, Inc., 0000 Xxxxxxx Xx,
Xxx 0000, Xxxxxxxx, Xxxx 00000; and (2) Xxxxxxxx Investment Management
North America Inc., Attn: Intermediary Key Accounts, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
6. Miscellaneous.
6.1 This Agreement shall become effective on the date first set forth
above, subject to the approval of the stockholders of the Fund in
accordance with applicable law, including the 1940 Act, and the
termination of the Fund's existing advisory agreement in accordance
with its terms. If not sooner terminated, this Agreement shall
continue for an initial period ending on March 30, 2016, and
thereafter shall be subject to the annual continuance by the Board
of Directors or by a vote of a majority of the outstanding voting
securities of the Fund, as required by the 1940 Act. The annual
approval of the continuance of this Agreement shall be confirmed to
Schroders by the Fund in writing. Notwithstanding the foregoing,
this Agreement may be terminated by the Fund in the manner
prescribed by the 1940 Act, without the payment of any penalty, at
any time upon not less than sixty days' prior written notice to
Schroders, or by Schroders upon not less than sixty days' written
notice to the Fund. This Agreement shall automatically terminate
in the event of its assignment (as defined in the 0000 Xxx) by
either party.
6.2 This Agreement shall be construed in accordance with the laws of
the State of New York and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the
applicable provisions of the 1940 Act, the latter shall control.
6.3 The captions in this Agreement are included for convenience only
and shall neither define nor delimit any of the provisions hereof
or otherwise affect their construction or effect.
6.4 If any provisions of this Agreement shall be held or made invalid,
in whole or in part, the other provisions of this Agreement shall
remain in force. Invalid provisions shall, in accordance with the
intent and purpose of this Agreement, be replaced by mutual consent
of the parties with such valid provisions which in their economic
effect come as close as legally possible to such invalid provisions.
6.5 Any notice or other communication required to be given pursuant to
this Agreement shall be in writing and shall be effective upon
receipt.
6.6 Schroders shall be entitled to rely on any notice or other
communication believed by it to be genuine and correct and to have
been sent to it by or on behalf of the Fund.
6.7 Terms used in this Agreement are to have the same meaning and be
construed according to the provisions of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE SWISS HELVETIA FUND, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President
XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
SUB-ADVISORY AGREEMENT FOR
THE SWISS HELVETIA FUND, INC.
THIS SUB-ADVISORY AGREEMENT is made as of this 1st day of July,
2014, between XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC.
("SIMNA") a corporation organized under the laws of the State
of Delaware with its principal place of business at 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx 00000, and XXXXXXXX INVESTMENT
MANAGEMENT NORTH AMERICA LIMITED ("SIMNA Limited") a UK
corporation with its principal place of business at 00
Xxxxxxx Xxxxxx, Xxxxxx, XX XX0X 0XX.
W I T N E S S E T H
WHEREAS, The Swiss Helvetia Fund, Inc. (the "Fund"), a Delaware
corporation registered as a non-diversified, closed-end investment
management company under the Investment Company Act of 1940, as
amended (the "1940 Act"), has retained SIMNA to render investment
advisory services to the Fund pursuant to an Investment Advisory
Agreement dated as of the date hereof (the "Advisory
Agreement"); and
WHEREAS, SIMNA Limited is registered with the Securities and
Exchange Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, SIMNA desires to employ SIMNA Limited as its investment
sub-adviser to provide day-to-day management of the Fund's
investments, and SIMNA Limited is willing to render such services,
subject to and in accordance with the terms and conditions of
this Agreement.
NOW THEREFORE, in consideration of the mutual promises
and undertakings set forth in this Agreement, SIMNA and
SIMNA Limited hereby agree as follows:
1. Appointment of SIMNA Limited. SIMNA hereby employs
SIMNA Limited as investment sub-adviser for the assets
of the Fund, on the terms and conditions set forth
herein, and subject to the direction of SIMNA and the
oversight of the Board of Directors of the Fund. SIMNA
Limited accepts such engagement and agrees to render
the services herein set forth, for the compensation
herein provided.
2. Duties of SIMNA Limited.
(a) SIMNA employs SIMNA Limited to act as its sub-advisor
in managing the investment and reinvestment of the assets of
the Fund in accordance with the Advisory Agreement; to
continuously review, supervise, and administer an investment
program for the Fund; to determine in its discretion the
securities to be purchased or sold and the portion of such
assets to be held uninvested; to provide the Fund (either
directly or through SIMNA) with all records concerning the
activities of SIMNA Limited that the Fund is required to
maintain; and to render or assist SIMNA in rendering regular
reports to the Fund's officers and the Board of Directors
concerning the discharge of SIMNA Limited's responsibilities
hereunder. SIMNA Limited will discharge the foregoing
responsibilities subject to the supervision and oversight of
SIMNA, the Fund's officers and the Board of Directors and
in compliance with the Fund's stated investment objective(s),
policies and limitations. SIMNA Limited agrees to provide,
at its own expense, the office space, furnishings and
equipment, and the personnel required by it to perform the
services on the terms and for the compensation provided
herein.
(b) SIMNA Limited acknowledges and agrees that SIMNA is
ultimately responsible for all aspects of providing to the
Fund the services required of SIMNA under the Advisory
Agreement. Accordingly, SIMNA Limited shall discharge its
duties and responsibilities specified in paragraph (a) of
this Section 2 and elsewhere in this Agreement subject at
all times to the direction, control, supervision, and
oversight of SIMNA. In furtherance thereof, SIMNA Limited
shall, without limitation, (i) make its offices available
to representatives of SIMNA for on-site inspections and
consultations with the officers and applicable portfolio
managers of SIMNA Limited responsible for the day-to-day
management of the Fund, (ii) upon request, provide SIMNA
with copies of all records it maintains regarding its
management of the Fund and (iii) report to SIMNA each
calendar quarter and at such other times as SIMNA may
reasonably request regarding (A) SIMNA Limited's
implementation of the Fund's investment program and the
Fund's portfolio composition and performance,
(B) any policies and procedures implemented by SIMNA
Limited to ensure compliance with Applicable Law,
(C) the Fund's compliance with its stated investment
objective(s), policies and limitations and (D) such other
matters as SIMNA may reasonably request.
"Applicable Law" means (i) the "federal securities laws"
as defined in Rule 38a-1(e)(1) under the 1940 Act, as
amended from time to time, and (ii) any and all other
laws, rules, and regulations, whether foreign or
domestic, in each case applicable at any time and from
time to time to the investment management operations
of SIMNA Limited in relation to the Fund.
3. Securities Transactions. Among its
responsibilities, SIMNA Limited shall select the brokers
or dealers that will execute purchases and sales of
securities for the Fund, and is directed to use its
best efforts to obtain the best available price and most
favorable execution for such transactions, subject to
written policies and procedures provided to SIMNA
Limited (either directly or through SIMNA), and SIMNA
Limited will promptly communicate or assist SIMNA in
communicating to the Fund's officers and the Board of
Directors such information relating to the portfolio
transactions SIMNA Limited has directed on behalf of
the Fund as SIMNA or such officers or the Board may
reasonably request. When other clients of SIMNA Limited
desire to purchase or sell a security at the same time
such security is purchased or sold for the Fund, such
purchases and sales will, to the extent feasible, be
allocated among the Fund and such clients in a manner
believed by SIMNA Limited to be equitable to such clients.
4. Compensation of SIMNA Limited. For the services
to be rendered by SIMNA Limited as provided in this
Agreement, SIMNA (and not the Fund) will pay to SIMNA
Limited an amount equal to 40% of all fees actually paid
by the Fund to SIMNA each month under Section 2.1 of the
Advisory Agreement; provided, however, that SIMNA
Limited's fee payable hereunder for any period shall be
reduced such that SIMNA Limited bears 40% of any voluntary
fee waiver observed or expense reimbursement borne by
SIMNA with respect to the Fund for such month. For
clarity, SIMNA (and not the Fund) shall be obligated to
pay SIMNA Limited fees hereunder for any period only out
of and following SIMNA's receipt of advisory fees pursuant
to Section 2.1 of the Advisory Agreement for such period.
If this Agreement becomes effective or terminates before
the end of any month, the fee for the period from the
effective date to the end of the month or from the
beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion
that such partial month bears to the full month in which
such effectiveness or termination occurs.
5. Compliance. SIMNA Limited agrees to comply with all
policies, procedures, or reporting requirements that the Fund's
Board of Directors reasonably adopts and communicates to SIMNA
Limited in writing (either directly or through SIMNA).
6. Books and Records. SIMNA Limited shall maintain records
for the Fund relating to portfolio transactions and the placing
and allocation of brokerage orders as are required to be maintained
by the Fund under the 1940 Act. SIMNA Limited shall prepare and
maintain, or cause to be prepared and maintained, in such form,
for such periods and in such locations as may be required by
Applicable Law, all documents and records relating to the services
provided by SIMNA Limited pursuant to this Agreement required to
be prepared and maintained by SIMNA Limited or the Fund under
Applicable Law. The books and records pertaining to the Fund which
are in possession of SIMNA Limited shall be the property of the
Fund. The Fund, or the Fund's authorized representatives, shall have
access to such books and records at all times during SIMNA Limited's normal
business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided promptly by SIMNA Limited (either
directly or through SIMNA) to the Fund or its authorized representatives.
7. Status of SIMNA Limited. The services of SIMNA Limited to SIMNA
under this Agreement are not to be deemed exclusive, and SIMNA Limited and
any of its affiliates, directors or employees will be free to render
similar services to others so long as its services to SIMNA under this
Agreement are not impaired thereby.
8. Liability of SIMNA Limited. Neither SIMNA Limited nor any of its
officers, directors or employees shall be liable hereunder for any error
of judgment or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except (i) that SIMNA Limited shall
be under a fiduciary duty with respect to receipt of compensation for
services pursuant to Section 36 of the 1940 Act, and shall therefore be
liable for a loss resulting from a breach of such fiduciary duty (in which
case any award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the 1940 Act), or (ii) for a loss resulting from
willful misfeasance, bad faith or gross negligence on its or their part in
the performance of, or from reckless disregard by it or them of its or their
obligations and duties under this Agreement. Additionally, SIMNA Limited
shall not be liable for any indirect, special, incidental or consequential
damages or other indirect losses, or for any action or omission of any
unaffiliated third party or unaffiliated service provider to the Fund,
including any broker or dealer or other entity not under SIMNA Limited's direct
supervision or control. SIMNA Limited shall not be liable for any losses
caused by disturbances of its operations by virtue of force majeure, riot, or
damage caused by nature or due to other events for which it is not responsible
(e.g., strike, lock-out or acts of domestic or foreign authorities).
9. Effectiveness, Duration and Termination of this Agreement; Notices;
Amendment. This Agreement shall become effective on the date first set forth
above, subject to approval of the stockholders of the Fund in accordance with
Applicable Law, including the 1940 Act, and the commencement of the Advisory
Agreement. If not sooner terminated as provided for herein, this Agreement
shall continue for an initial period ending on March 31, 2016, and thereafter
shall be subject to the annual continuance by the Fund's Board of Directors or
by a vote of a majority of the outstanding voting securities of the Fund, as
required by the 1940 Act.
This Agreement may be terminated at any time, without the payment of any
penalty, by: (1) SIMNA (i) upon 60 days' written notice to SIMNA Limited, or
(ii) upon material breach by SIMNA Limited of any representations and
warranties set forth in this Agreement, if such breach has not been cured
within 20 days after written notice of such breach; (2) by SIMNA Limited
(i) upon 60 days' written notice to SIMNA, or (ii) upon material breach by
SIMNA of any representations and warranties set forth in the Agreement, if
such breach has not been cured within 20 days after written notice of such
breach; or (3) the Fund's Board of Directors or by vote of the holders of a
majority of the outstanding voting securities of the Fund upon 60 days'
written notice to SIMNA Limited. It is understood and agreed that if this
Agreement is terminated in accordance with the preceding sentence, that SIMNA
may not be able to provide the services under the Advisory Agreement. This
Agreement shall terminate automatically in the event of its assignment
(as defined in the 0000 Xxx) or upon the termination of the Advisory
Agreement.
Any notice under this Agreement will be given in writing, addressed and
delivered, or mailed postpaid, to the other party as follows:
If to SIMNA, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to SIMNA Limited, at:
Xxxxxxxx Investment Management North America Limited
00 Xxxxxxx Xxxxxx
Xxxxxx, X.X. XX0X 0XX
Attention: Legal Department
Telephone: 000 0000 0000
Facsimile: 020 7658 6965
This Agreement may be amended by mutual consent of the parties hereto.
10. Severability. If any provision of this Agreement will be held or
made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement will not be affected thereby. Invalid
provisions shall, in accordance with the intent and purpose of this
Agreement, be replaced by mutual consent of the parties with such
valid provisions which in their economic effect come as close as
legally possible to such invalid provisions.
11. Confidentiality. SIMNA Limited shall keep confidential any and all
information obtained in connection with the services rendered
hereunder and shall not disclose any such information to any person
other than SIMNA, the Fund, the Board of Directors, and any director,
officer, or employee of SIMNA, or the Fund, except (i) with the prior
written consent of the Fund, (ii) as required by law, regulation,
court order, or the rules or regulations of any self-regulatory
organization, governmental body, or official having jurisdiction over
SIMNA or SIMNA Limited, or (iii) for information that is publicly
available other than due to disclosure by SIMNA Limited or its
affiliates or becomes known to SIMNA Limited from a source other than
SIMNA, the Fund, or the Board of Directors.
12. Proxy Policy. SIMNA Limited acknowledges that unless the Fund gives
written instructions to SIMNA to the contrary, SIMNA, and SIMNA
Limited by delegation from SIMNA, is responsible for voting, or
abstaining from voting, all proxies with respect to companies whose
securities are held in the Fund using its best good faith judgment
to vote, or abstain from voting, such proxies in the manner that best
serves the interests of the Fund's shareholders.
13. Governing Law. All questions concerning the validity, meaning, and
effect of this Agreement shall be determined in accordance with the
laws (without giving effect to the conflict-of-interest law
principles thereof) of the State of New York applicable to contracts
made and to be performed in that state and the 1940 Act. To the
extent that the applicable laws of the State of New York conflict
with the applicable provisions of the 1940 Act, the latter shall
control.
14. Treatment of SIMNA Under FCA Rules. SIMNA will be treated as a
Professional Client under rules of the Financial Conduct
Authority in the United Kingdom.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
Agreement to be executed as of the date first set forth herein.
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
By: /s/ Shanak Patnaik
Name: Shanak Patnaik
Title: Authorized Signatory
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
