<SEC-DOCUMENT>0001004726-14-000321.txt : 20140829
<SEC-HEADER>0001004726-14-000321.hdr.sgml : 20140829
<ACCEPTANCE-DATETIME>20140829120016
ACCESSION NUMBER:		0001004726-14-000321
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20140630
FILED AS OF DATE:		20140829
DATE AS OF CHANGE:		20140829
EFFECTIVENESS DATE:		20140829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SWISS HELVETIA FUND, INC.
		CENTRAL INDEX KEY:			0000813623
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05128
		FILM NUMBER:		141074126

	BUSINESS ADDRESS:	
		STREET 1:		1270 AVENUE OF THE AMERICAS
		STREET 2:		SUITE 400
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10111-0001
		BUSINESS PHONE:		2128677660

	MAIL ADDRESS:	
		STREET 1:		1270 AVENUE OF THE AMERICAS
		STREET 2:		SUITE 400
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10111-0001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SWISS HELVETIA FUND INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HELVETIA FUND INC
		DATE OF NAME CHANGE:	19900820
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answerfile.fil
<TEXT>
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001 A000000 The Swiss Helvetia Fund, Inc.
001 B000000 811-05128
001 C000000 8007302932
002 A000000 875 Third Avenue 22nd floor
002 B000000 New York
002 C000000 NY
002 D010000 10022
003  000000 N
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008 A000001 HOTTINGER CAPITAL CORP.
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008 C000001 801-30025
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10020
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SIGNATURE   SCOTT RHODES
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>2
<FILENAME>Exhibit77C.txt
<TEXT>
SUB-ITEM 77C: Submission of matters to a vote of security holders

As of April 30, 2014, the record date for the Fund's 2014 Annual Meeting
of Stockholders held on June 27, 2014 (the "Meeting"), there were
26,557,389 shares of the Fund's common stock eligible to vote. At the
Meeting, a quorum was present in person or by proxy and the Fund's shares
were voted on the Proposals presented to the Fund's stockholders as
follows:

1.	To elect three Class II Directors to serve for a three year term
        until the 2017 Annual Meeting of Stockholders:

	For 	Withhold Authority

Richard Brealey	                21,843,522	2,225,987
Claus Helbig	                21,941,266	2,128,243
Samuel B. Witt, III, Esq.	21,836,327	2,233,182

2.	A.  To approve the proposed Investment Advisory Agreement between
            the Fund and Schroder Investment Management North America Inc.
            ("SIMNA"):

For 	        Against	  Abstain

17,957,796      865,583	  258,935

        B.  To approve the proposed Sub-Advisory Agreement between SIMNA
            and Schroder Investment Management North America Limited:

For 	        Against	  Abstain

17,959,864	857,524	  264,923

Each Proposal received sufficient stockholder votes and was approved.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77K CHNG ACCNT
<SEQUENCE>3
<FILENAME>Exhibit77K.txt
<TEXT>
SUB-ITEM 77K: Changes in registrant's certifying accountant

On June 3, 2014, 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 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 firm 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").

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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>Exhibit77Q1E.txt
<TEXT>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of July 1, 2014 between The Swiss Helvetia Fund, Inc., a
Delaware corporation (the "Fund"), and Schroder 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 1940 Act) 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, Schroder 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 1940 Act) 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 Mark A. Hemenetz, Chief Operating Officer (Americas),
        Schroder Investment Management North America Inc., 875 Third Avenue,
        21st Floor, New York, New York 10022, with a copy to the Fund's
        Secretary, c/o Citi Fund Services Ohio, Inc., 3435 Stelzer Rd,
        Ste 1000, Columbus, Ohio 43219; and (2) Schroder Investment Management
        North America Inc., Attn:  Intermediary Key Accounts, 875 Third
        Avenue, New York, New York 10022.

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 1940 Act) 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/ Mark A. Hemenetz
Name:     Mark A. Hemenetz
Title:    President

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.

By:   	  /s/ Mark A. Hemenetz
Name:     Mark A. Hemenetz
Title:    Authorized Signatory

By:	  /s/ William P. Sauer
Name:     William P. Sauer
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 SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.
        ("SIMNA") a corporation organized under the laws of the State
        of Delaware with its principal place of business at 875 Third
        Avenue, 22nd Floor, New York 10022, and SCHRODER INVESTMENT
        MANAGEMENT NORTH AMERICA LIMITED ("SIMNA Limited") a UK
        corporation with its principal place of business at 31
        Gresham Street, London, UK EC2V 7QA.

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 1940 Act) 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:

Schroder Investment Management North America Inc.
875 Third Avenue
22nd Floor
New York, NY 10022
Attention:  Legal Department
Telephone: 212-641-3889
Facsimile: 212-641-3897

If to SIMNA Limited, at:

Schroder Investment Management North America Limited
31 Gresham Street
London, U.K. EC2V 7QA
Attention:  Legal Department
Telephone: 020 7658 6000
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.


SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.

By:  /s/ William P. Sauer
       Name:  William P. Sauer
       Title:    Authorized Signatory


By: /s/ Shanak Patnaik
       Name:  Shanak Patnaik
       Title:    Authorized Signatory


SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED

By: /s/ Mark A. Hemenetz
       Name:  Mark A. Hemenetz
       Title:    Authorized Signatory


By: /s/ Carin F. Muhlbaum
       Name:  Carin F. Muhlbaum
       Title:    Authorized Signatory










</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
