Item 4.01. Changes in Registrant's Certifying Accountant.
The Swiss Helvetia Fund, Inc. (the "Fund") held its Annual Meeting of
Stockholders on June 27, 2014 (the "Meeting"). At the Meeting, the Fund's
stockholders approved Schroder Investment Management North America Inc. and its
affiliate, Schroder Investment Management North America Limited (together,
"Schroders"), to serve as the Fund's new investment adviser and sub-adviser,
respectively. As a result, Schroders commenced providing advisory services to
the Fund on July 1, 2014.
(a) Dismissal of independent registered public accounting firm
On June 3, 2014, the Board of Directors (the "Board") of the Fund approved the
dismissal of Deloitte & Touche LLP ("Deloitte") as the Fund's independent
registered public accounting firm in the event Schroders commenced providing
investment advisory services to the Fund. The Board's decision to approve the
contingent dismissal of Deloitte was recommended by the Audit Committee of the
Board after receipt of a letter from Deloitte to the Audit Committee disclosing
the existence of certain business relationships and the provision of certain
services to Schroders and/or its affiliates that would be considered
independence impairing to the Fund under the independence rules of the
Securities and Exchange Commission (the "SEC") and the Public Company Accounting
Oversight Board. Deloitte stated that in the event that the Fund's stockholders
voted to approve the election of Schroders, Deloitte could not continue to serve
as the Fund's independent registered public accounting firm from the date
Schroders commenced providing advisory services to the Fund. As a result,
Deloitte was dismissed as the Fund's independent registered public accounting
effective July 1, 2014.
Deloitte served as the Fund's independent registered public accounting firm for
the fiscal years ended December 31, 2012 and December 31, 2013. The audit
reports of Deloitte on the Fund's financial statements as of and for the years
ended December 31, 2012 and December 31, 2013 did not contain an adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the fiscal years ended December 31, 2012 and December 31, 2013 and
through June 30, 2014, there were no disagreements with Deloitte on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Deloitte would have caused it to make reference to the subject
matter of the disagreements in connection with its audit report, nor were there
any "reportable events" as such term is described in Item 304(a)(1)(v) of
Regulation S-K, promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The Fund requested that Deloitte reviews the disclosures contained herein and
asked Deloitte to furnish the Fund with a letter addressed to the SEC containing
any new information, clarification of the Fund's expression of Deloitte's views,
or the respects in which Deloitte does not agree with the statements contained
herein. A copy of Deloitte's letter dated July 1, 2014 is filed as an exhibit to
this Form 8-K.
(b) Engagement of new independent registered public accounting firm
On June 3, 2014, upon the recommendation of the Audit Committee, the Board
approved the engagement of PricewaterhouseCoopers LLP ("PwC") to serve as the
Fund's independent registered accounting firm to audit the Fund's financial
statements for the fiscal year ending December 31, 2014 in the event that (i)
Schroders was approved by the Fund's stockholders and commenced providing
investment advisory services to the Fund and (ii) Deloitte was dismissed as the
Fund's independent registered public accounting firm. Schroders commenced
providing advisory services to the Fund on July 1, 2014 and Deloitte was
dismissed as the Fund's independent registered public accounting firm effective
the same date. As of July 1, 2014, PwC serves as the Fund's independent
registered public accounting firm.
During the two most recent fiscal years and through June 30, 2014, neither the
Fund nor any person on its behalf has consulted with PwC with respect to either
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Fund's financial statements or (ii) any matter that was either the subject
of a "disagreement" or a "reportable event" as such terms are described in Items
304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under
the Exchange Act.
Caution Concerning Forward-Looking Statements
Statements included in this Current Report on Form 8-K (including information
incorporated by reference herein) and other statements that the Fund may make
may contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. You can identify these
forward-looking statements by the use of words such as "outlook," "believes,"
"expects," "potential," "continues," "may," "will," "should," "seeks,"
"approximately," "predicts," "intends," "plans," "estimates," "anticipates" or
the negative versions of these words or other comparable words. Such
forward-looking statements are subject to various risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from the results expressed or implied in any forward-looking
statements made by the Fund in these communications. These and other risks,
uncertainties and assumptions are detailed in documents filed by the Fund with
the SEC. Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in these
statements. The Fund undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future
developments or otherwise. All forward-looking statements speak only as of the
date of this Current Report on Form 8-K.
Item 9.01. Exhibits.
16.1-Letter of Deloitte & Touche LLP