UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
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, NY 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: January 1, 2016 to March 31, 2016
Item 1. Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) |
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March 31, 2016
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) (continued) |
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March 31, 2016
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) (continued) |
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March 31, 2016
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) (continued) |
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March 31, 2016
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) (continued) |
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March 31, 2016
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) (continued) |
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March 31, 2016
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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 $12,356,577 or 3.7% of the Funds net assets. Additional information on these securities is as follows: |
Security |
Acquisition Date |
Acquisition Cost | ||||
Aravis Biotech II, Limited Partnership |
July 31, 2007 December 16, 2015 |
$2,992,745 | ||||
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 | ||||
Zurmont Madison Private Equity, Limited Partnership |
February 28, 2008 October 26, 2015 |
8,760,995 | ||||
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$25,181,872 | ||||||
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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 12/31/15 |
Gross Additions |
Gross Reductions |
Fair Value as of 03/31/16 |
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Aravis Biotech II, Limited Partnership |
$1,406,802 | $ | $ | $1,735,898 | ||||||||||||
Ixodes AG Preferred Shares B |
427,804 | | | 447,170 | ||||||||||||
Zurmont Madison Private Equity, Limited Partnership |
5,395,794 | | | 5,219,067 | ||||||||||||
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$7,230,400 | $ | $ | $7,402,135 | |||||||||||||
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* | Cost for Federal income tax purposes is $233,998,249 and net unrealized appreciation (depreciation) consists of: |
Gross Unrealized Appreciation |
$119,455,477 | |||
Gross Unrealized Depreciation |
(27,774,104) | |||
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Net Unrealized Appreciation (Depreciation) |
$ 91,681,373 | |||
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Schedule of Investments by Industry (Unaudited) (concluded) |
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March 31, 2016
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited)
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, if any, 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.
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 $12,356,577, or 3.7% of the Funds net assets at March 31, 2016, and are listed in Note 2 to the Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (continued)
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 March 31, 2016:
Level 1 Quoted Prices |
Level 2 Other Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
Total | |||||||||||||
Investments in Securities* |
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Common Stock |
$313,323,045 | $ | $2,827,604 | $316,150,649 | ||||||||||||
Preferred Stocks |
| | 2,574,008 | 2,574,008 | ||||||||||||
Private Equity Limited Partnership |
| | 6,954,965 | 6,954,965 | ||||||||||||
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Total Investments in Securities |
$313,323,045 | $ | $12,356,577 | $325,679,622 | ||||||||||||
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* | Please see the Schedule of Investments for industry classifications. |
Level 3 securities, which are listed in Note 2 to the Schedule of Investments, consist of the Funds investments in privately-held companies and private equity limited partnerships that invest in privately-held companies.
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.
The Fund values its Level 3 investments in its two private equity limited partnerships 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 partnerships and their portfolio holdings provided by the partnerships general partners or managers, other available information about the partnerships portfolio holdings, values obtained on redemption from other limited partners, discussions with the partnerships general partners or managers 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.
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (continued)
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 or private equity limited partnership. 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 March 31, 2016 |
Valuation Technique | Unobservable inputs | Range1 | |||||
Privately-held companies |
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Biotechnology |
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Novlmmune SACommon Shares |
$ 1,527,705 | Market approach | Recent round of financing | N/A | ||||
Novlmmune SAPreferred Shares |
1,594,785 | Market approach | Recent round of financing | N/A | ||||
Ixodes AGPreferred Shares |
447,170 | Discounted cash flow | Discount rate | 14%-16% | ||||
Probability of success rate on research and development |
40%-60% | |||||||
Industrial Goods & Services |
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SelFrag AG, Class APreferred Shares |
329,498 | Market approach | Recent round of financing | N/A | ||||
Medical Equipment |
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EyeSense AGPreferred Shares |
202,555 | Market approach | Recent round of financing | N/A | ||||
Spineart SACommon Shares |
1,299,899 | Market approach | Peer group revenue multiples |
3.0x-4.0x | ||||
Private Equity Limited Partnerships |
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Biotechnology |
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Aravis Biotech IILimited Partnership |
1,735,898 | NAV as a practical expedient |
N/A | N/A | ||||
Diversified Industries |
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Zurmont Madison Private Equity, Limited Partnership |
5,219,067 | NAV as a practical expedient |
N/A | N/A | ||||
Total |
$ 12,356,577 |
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.
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 |
Private Equity 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) |
122,453 | 111,471 | 152,369 | 386,293 | ||||||||||||
Net Realized Gain (Loss) |
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Gross Purchases (b) |
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Gross Sales (b) |
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Transfer Out of Level 3 (c) |
(298,741 | ) | (899,101 | ) | | (1,197,842 | ) | |||||||||
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Balance as of March 31, 2016 |
$ | 2,827,604 | $ | 2,574,008 | $ | 6,954,965 | $ | 12,356,577 | ||||||||
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(a) | The noted amounts of change in unrealized appreciation/depreciation relate to the fair value of Level 3 assets held on March 31, 2016. |
(b) | For private equity limited partnership investments, Gross Purchases represents contributions of capital and Gross Sales represents capital distributions. |
(c) | 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. |
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (concluded)
C. 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.
D. 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 2Capital Commitments
As of March 31, 2016, the Fund maintains illiquid investments in two private equity limited partnerships. These investments appear in the Funds Schedule of Investments. The Funds capital commitments for these partnerships are shown in the table below:
Investments |
Original Capital Commitment* |
Unfunded Commitment* |
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Private Equity Limited PartnershipInternational (a) |
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Aravis Biotech II, Limited Partnership |
$ | 3,393,724 | $ | 196,497 | ||||
Zurmont Madison Private Equity, Limited Partnership |
14,619,120 | 4,243,507 | (b) |
* | The original capital commitment represents 3,250,000 and 14,000,000 Swiss francs for Aravis Biotech II, LP and Zurmont Madison Private Equity LP, respectively. The unfunded commitment represents 188,175 and 4,063,794 Swiss francs, respectively. The Swiss franc/U.S. dollar exchange rate as of March 31, 2016 was used for conversion and equals 0.95765. |
(a) | This category consists of two private equity limited partnerships that invest primarily in ventures, biotechnology and in management buyout of industrial and consumer goods companies. There is no redemption right for the interests in these two limited partnerships. Instead, the nature of the investments in this category is that distributions are received through the realization of the underlying assets of the limited partnership. |
(b) | Although the Funds unfunded commitment amount generally cannot be used to fund new investments, the Fund may be required to make payments to the partnership up to the amount of the Funds unfunded commitment for purposes of, among other things, meeting ongoing partnership expenses and obligations, the general partners profit share, and other costs related to the partnerships portfolio investments, and, to a limited extent, to make certain follow-on investments. |
Note 3Subsequent Events
On April 26, 2016, the valuation for the Funds holdings of common shares and Series B preferred shares of NovImmune SA was increased based on a recent round of financing. The net change to the Fund as result of this increase, as of the close of business on April 26, 2016, was approximately 0.37% of the Funds net assets, or approximately $0.04 per share.
Item 2. 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 conducted within 90 days of the filing date of this report, that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the Registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. |
(b) | There have not been any changes in Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 3. Exhibits.
(a) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are 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 |
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Mark A. Hemenetz |
Principal Executive Officer |
Date: May 23, 2016 |
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 |
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Mark A. Hemenetz |
Principal Executive Officer |
Date: May 23, 2016 |
By: /s/ Alan M. Mandel |
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Alan M. Mandel |
Treasurer and Principal Financial Officer |
Date: May 23, 2016 |