] Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • May 16th, 2007 • Swiss Helvetia Fund, Inc. • New York
Each of The Swiss Helvetia Fund, Inc., a Delaware corporation (the “Fund”), and Hottinger Capital Corp., a Delaware corporation (the “Investment Advisor”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Date Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) of transferable rights entitling such Record Date Stockholders to subscribe for up to [ ] shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Stockholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Stockholder on the Record Date. Such Rights entitle their holders
May 2, 2007Letter of Agreement • May 16th, 2007 • Swiss Helvetia Fund, Inc. • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by The Swiss Helvetia Fund, Inc. (the “Company”) to act as Information Agent in connection with its Rights Offer (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.
REORGANIZATION SUPPORT SERVICE AGREEMENTReorganization Support Service Agreement • May 16th, 2007 • Swiss Helvetia Fund, Inc. • Massachusetts
Agreement made as of the day of May __, 2007 between The Swiss Helvetia Fund, Inc. with principal offices at 1270 Avenue of the Americas Suite 400, New York, New York 10020 (“Swiss Helvetia Fund, Inc.”) and The Colbent Corporation with principal offices at 161 Bay State Drive Braintree, Massachusetts 02184 (“Colbent”).
