Total Return Securities Fund — Proxy Solicitation & Information Statement 1997

Mar 31, 1997

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 /X/ Filed by the Registrant / / Filed by a Party other than the Registrant Check the Appropriate Box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 - -------------------------------------------------------------------------------- THE SWISS HELVETIA FUND, INC. (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) NOT APPLICABLE Payment of Filing Fee (Check Appropriate Box): / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 1. Title of each class of securities to which transaction applies: Not Applicable 2. Aggregate number of securities to which transaction applies: Not Applicable 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable 4. Proposed maximum aggregate value of transaction: Not Applicable 5. Total fee paid: Not Applicable / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: 2. Form, Schedule or Registration No.: 3. Filing Party: 4. Date Filed: THE SWISS HELVETIA FUND, INC. 630 Fifth Avenue Suite 915 New York, New York 10111 ---------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 14, 1997 ---------------------------------------- To our Stockholders: Notice is hereby given that an Annual Meeting of Stockholders of The Swiss Helvetia Fund, Inc. (the "Fund") will be held at 10:30 a.m. on May 14, 1997 at The Drake Swissotel, Empire Suite, 440 Park Avenue, New York, New York 10022, for the following purposes: 1. To elect three Class III Directors to serve for a three-year term. 2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as independent auditors for the calendar year ending December 31, 1997. 3. To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. Only holders of Common Stock of record at the close of business on March 25, 1997 are entitled to notice of and to vote at this Meeting or any adjournment thereof. Paul R. Brenner Secretary Dated: April 1, 1997 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. THE SWISS HELVETIA FUND, INC. 630 Fifth Avenue Suite 915 New York, New York 10111 Annual Meeting of Stockholders May 14, 1997 PROXY STATEMENT This Proxy Statement is furnished by the Board of Directors of The Swiss Helvetia Fund, Inc. (the "Fund") in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held at 10:30 a.m. on May 14, 1997 at The Drake Swissotel, Empire Suite, 440 Park Avenue, New York, New York 10022. The purpose of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting. If the accompanying form of Proxy is executed properly and returned, the shares represented by it will be voted at the Meeting in accordance with the instructions on the Proxy. However, if no instructions are specified, shares will be voted FOR the election of Directors and FOR the other proposal. A Proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Fund revoking it, by submitting a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. Shares represented by a Proxy marked to withhold authority to vote, and shares represented by a Proxy that indicates that the broker or nominee Stockholder thereof does not have discretionary authority to vote them will be counted to determine the existence of a quorum at the Meeting but will not affect the plurality or majority vote required. The close of business on March 25, 1997 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. On that date, the Fund had 12,261,692 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote at the Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to Stockholders on or about April 1, 1997. The date of this Proxy Statement is April 1, 1997. -2- ELECTION OF DIRECTORS (Proposal 1) The Fund's Certificate of Incorporation (the "Certificate") provides for three classes of Directors with overlapping three-year terms. The number of Directors is currently eight and is divided into two classes of three each and one class of two. The Class III directors were elected in 1994 to serve until the Annual Meeting in 1997. Thus, the Class III nominees are the only nominees to be considered for election at the Meeting and each will serve, if elected, a three-year term of office until the Annual Meeting in 2000, or until his respective successor shall be elected and shall qualify. Unless authority is withheld, it is the intention of the persons named in the accompanying form of proxy to vote each proxy FOR the election of the three Class III nominees listed below. Each Class III nominee has indicated he will serve, if elected, but if any such nominee should be unable to serve, proxies will be voted for an alternate nominee, if any, designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be unable to serve as a Director. Each of the Class III nominees is currently a member of the Board of Directors. Required Vote In accordance with Delaware law and the Fund's Certificate of Incorporation and By-laws, Directors are elected by a plurality of the votes cast at the Meeting by the Stockholders entitled to vote. Abstentions and broker non-votes will not be included in determining the number of votes cast in a Director's favor. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. The Board of Directors recommends a vote FOR Proposal 1. Certain Information Concerning Directors and Executive Officers The following table shows certain information about each person nominated for election, and each person continuing as a Director and each person who currently serves as an Executive Officer of the Fund, including his beneficial ownership of Common Stock of the Fund. All of the information is as of December 31, 1996. All of the Directors and Executive Officers of the Fund have served the Fund in the capacities listed since 1987, except as follows: The Baron Hottinger was Chairman of the Board of Directors of the Fund from 1987 to 1989 and Mr. Paul Hottinguer was elected Chairman in 1989. Mr. Claude Mosseri-Marlio was first elected as a Director by the Board of Directors in March 1993 to fill a vacancy on the Board. He was elected to a full three year term as a Class III Director by the Stockholders -3- at the 1994 Annual Meeting. Mr. Alexandre de Takacsy and Mr. Donald M. Wilkinson, Jr. resigned as Class I and Class III Directors, respectively, on February 8, 1994 and the Board determined not to fill the vacancy for the unexpired portion of the term of each such former Director at that time. On September 21, 1995, the Board determined to fill the vacancies created by the resignations of Messrs. de Takacsy and Wilkinson by electing Mr. Claude W. Frey and Stephen K. West, Esq. as their respective successors. Mr. Rodolphe E. Hottinger was elected Executive Vice President and Chief Operating Officer on May 17, 1994. Mr. Rudolf S. Millisits was elected Vice President on September 21, 1995. Mr. Richard A. Brealey and Henry B. Hyde, Esq. resigned as Class I and Class III Directors, respectively, on May 15, 1996 and the Board determined not to fill the vacancy for the unexpired portion of the term of each such former Director at that time. Mr. Brian C. Nelson resigned as Vice President on September 18, 1996 and the Board elected Mr. Scott J. Liotta to fill the vacancy for the unexpired portion of Mr. Nelson's term of office. Mr. Georges L. de Montebello, President and Chief Investment Officer of the Fund since August 1987 died on December 11, 1996. Mr. Rodolphe E. Hottinger was elected Acting President on December 12, 1996. -4- Class III Directors (Whose Terms Will Expire in 2000)

-5- Class I Directors (Whose Terms Will Expire in 1998)

Class II Directors (Nominees for Terms Expiring in 1999)

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• ---------------------------------- 1 All Directors and Executive Officers as a group (10 persons) owned 65,339 shares, which constitutes less than 1% of the outstanding Common Stock of the Fund. Share numbers in this proxy statement have been rounded to the nearest whole share. 2 Hottinger & Cie (Zurich), a partnership, owns 31,568 shares of the Fund and Hottinger Capital Corp., the Fund's Investment Advisor, owns 13,937 shares of the Fund. Paul Hottinguer and The Baron Hottinger are brothers, and Rodolphe E. Hottinger is the son of The Baron. Paul Hottinguer, The Baron Hottinger and Rodolphe E. Hottinger are controlling partners of Hottinger & Cie (Zurich) and controlling shareholders and directors of Hottinger Capital Corp. and therefore share voting and investment power in connection with the 45,505 shares of the Fund owned by Hottinger & Cie (Zurich) and Hottinger Capital Corp. -10- The Executive Officers of the Fund are elected annually by the Board of Directors at its Annual Meeting following the Annual Meeting of Stockholders. The Board of Directors has an Audit Committee whose current members are Messrs. Gillieron, West and Witt. The Audit Committee makes recommendations to the full Board with respect to the engagement of independent accountants and reviews with the independent accountants the plan and results of the audit engagement. The Audit Committee held four meetings during the past calendar year. The Board of Directors also has a Nominating Committee whose current members are Messrs. Frey, Gabus and Mosseri-Marlio. The principal function of the Nominating Committee is to recommend to the Board nominees for election as Directors. The Nominating Committee held a meeting on March 13, 1997 to recommend to the Board of Directors the nominees for Class III Directors to be elected at the 1997 Annual Meeting. The Nominating Committee will consider nominees recommended by Stockholders if such recommendations are in writing and received by the Fund by the deadline for Stockholder proposals for the next Annual Meeting of Stockholders. Any such recommendations should be submitted to: Secretary, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111. The Board of Directors does not have a Compensation Committee. During the calendar year 1996, the Board of Directors met four times. Each incumbent Director attended at least 75% of the aggregate of (i) the total number of Meetings of the Board of Directors and, (ii) the total number of Meetings held by all Committees of the Board on which he served. Each Director who is not an interested person (as such term is defined in the 1940 Act) of the Fund or its investment advisor (each, a "non-interested Director") is currently paid an annual fee of approximately $7,750, plus $750 for each Meeting of the Board of Directors attended and $750 for each Committee Meeting attended, if held separately. The Chairman of the Audit Committee receives an annual fee of approximately $8,500 (in lieu of the approximate $7,750 annual fee paid to other non-interested Directors), plus the same $750 meeting fee paid to the other non-interested Directors. The annual fee of non-interested Directors (including the annual fee paid to the Chairman of the Audit Committee) is adjusted - ----------------------------------- * Indicates "Interested Person", as defined in the Investment Company Act of 1940 (the "1940 Act"). Paul Hottinguer and The Baron Hottinger are brothers and Rodolphe E. Hottinger is the son of The Baron. Paul Hottinguer, The Baron Hottinger and Rodolphe E. Hottinger are "Interested Persons" because of their affiliation with Hottinger & Cie (Zurich) and Hottinger U.S., Inc., controlling persons of Hottinger Capital Corp. ("HCC"), the Fund's Investment Advisor; Rodolphe E. Hottinger is also an "Interested Person" because he is Acting President of the Fund; Rudolf S. Millisits is an "Interested Person" because he is Vice President of the Fund and because of his affiliation with HCC; Edward J. Veilleux is an "Interested Person" because he is Vice President and Treasurer of the Fund; Scott J. Liotta is an "Interested Person" because he is Vice President of the Fund; Joseph A. Finelli is an "Interested Person" because he is Assistant Treasurer of the Fund; and Paul R. Brenner is an "Interested Person" because he is Secretary of and Counsel to the Fund, Counsel to HCC and is Counsel to Christy & Viener, which serves as General Counsel for the Fund. -11- annually, as of each October 1, by the adjustment in the Consumer Price Index "All Items Price Index -- National", for the preceding twelve month period. In addition, the Fund reimburses such Directors for certain out-of-pocket expenses, such as travel expenses in connection with Board Meetings. During the year ended December 31, 1996, all incumbent non-interested Directors as a group were entitled to receive from the Fund aggregate remuneration amounting to $69,500.31 and individual remuneration (exclusive of reimbursed expenses), as follows:

*Mr. Mosseri-Marlio waived his right to receive compensation from the Fund for services rendered during 1996. No other Director of the Fund received compensation from the Fund, and no Executive Officer of the Fund received aggregate compensation from the Fund for the most recently completed fiscal year in excess of $60,000. Accordingly, these persons have been omitted from the compensation table set forth above. Section 16(a) Beneficial Ownership Reporting Compliance Under the securities laws of the United States, the Fund's Directors, its Executive (and certain other) Officers, its Investment Advisor and affiliated persons of its Investment Advisor and any other persons beneficially owning more than ten percent of the Fund's common stock are required to report their ownership of the Fund's common stock and any changes in that ownership to the Fund, the Securities and Exchange Commission and the New York Stock Exchange. Specific due dates for these reports have been established and the Fund is required to report in this proxy statement any failure to file by these dates during 1996. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Fund during its most -12- recent fiscal year, Forms 5 and amendments thereto furnished to the Fund with respect to its most recent fiscal year and written representations received from such persons, all of these requirements appear to have been satisfied by such persons during 1996. Security Ownership of Certain Beneficial Owners As of December 31, 1996, no Stockholder, to the knowledge of management, beneficially owned more than 5% of the outstanding stock of the Fund. Information About the Investment Advisory Agreement and the Investment Advisor At the Annual Meeting of Stockholders held on May 10, 1988, the Investment Advisory Agreement between the Fund and Hottinger Capital Corp. ("HCC") was approved by the Stockholders for the period ending August 17, 1989. The Investment Advisory Agreement was unanimously approved by the Board of Directors of the Fund, including a majority of the Directors who were not parties to the Investment Advisory Agreement or interested persons of the Investment Advisor annually from 1989 through 1993 for one year periods ending in August of the year following approval. At a Special Meeting of Stockholders held on February 8, 1994, the Investment Advisory Agreement was approved by the Stockholders for the period ending August 17, 1995. The Investment Advisory Agreement was unanimously approved by the Board of Directors of the Fund, including a majority of the Directors who were not parties to the Investment Advisory Agreement or interested persons of the Investment Advisor, in 1995 and 1996 for one year periods ending in August of the year following approval. In making their decisions, the Directors considered information relating to, among other things, the nature, quality and scope of the services to be provided to the Fund by HCC and comparative data with respect to advisory and management fees paid by other closed-end funds that invest primarily in securities of foreign issuers of a specified foreign country or foreign region; the fees paid to HCC; the financial condition of HCC; and the continuity of management and operations of HCC. HCC, whose principal office is located at 630 Fifth Avenue, Suite 915, New York, New York 10111, is a corporation organized under the laws of the State of Delaware, and is 100% owned by the Hottinger Group. Hottinger & Cie (Zurich), Dreikonigstrasse 55, 8027 Zurich, Switzerland, provides a full range of investment services for its customers, which services include international portfolio management and corporate finance. Hottinger & Cie (Zurich) is a partnership whose partners are The Baron Hottinger, Paul Hottinguer, Rodolphe Hottinger and Frederic Hottinger. Hottinger U.S. is indirectly owned by a corporation of which The Baron Hottinger, Paul Hottinguer and Rodolphe E. Hottinger own a greater than 70% interest. Certain information regarding the directors and principal executive officers of HCC as of December 31, 1996 (except as otherwise noted) is set forth below. -13-

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Mr. Buchholz joined the Hottinger Group in 1996 and currently has investment responsibility for funds under management in excess of $350 million. Prior to joining the Hottinger Group, Mr. Buchholz served in various capacities with Bank Julius Baer, Zurich, Switzerland (and its affiliates) since 1987, including serving as a financial analyst, member of investment policy committees and having investment responsibilities for funds under management in excess of $400 million. *Mr. Mueller resigned as Treasurer of HCC on January 22, 1997. On January 30, 1997 Mr. Philippe Comby was elected to succeed Mr. Mueller. Terms of the Investment Advisory Agreement Under the Investment Advisory Agreement, HCC, subject to the supervision of the Fund's Board of Directors and in accordance with the Fund's investment objectives, policies and restrictions, determines securities suitable for investment by the Fund, makes investment decisions and places purchase and sale orders. The services of HCC to the Fund are not exclusive, it being free to render investment advisory services to others. The Investment Advisory Agreement provides that the Fund will pay to HCC an advisory fee at an annual rate of 1.00% of the Fund's month-end net assets up to $60 million, 0.90% of such assets between $60 million and $100 million, 0.80% of such assets between -15- $100 million and $200 million and 0.70% of such assets in excess of $200 million, computed and payable at the end of each calendar month. For the year ended December 31, 1996, HCC received advisory fees totaling $2,518,700.00 which represents an approximate rate of .82% of the Fund's average weekly net assets for the year. The advisory fee is higher than that charged to most other investment companies of comparable size which invest in U.S. securities but is generally comparable to fees paid by other investment companies that invest primarily in securities of foreign issuers of a specified foreign country or foreign region. The Investment Advisor will not be liable for any error of judgment or for any loss suffered by the Fund in connection with matters relating to the Investment Advisory Agreement. The Investment Advisor, however, will be liable for a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from reckless disregard of, its obligations and duties under the Investment Advisory Agreement. The Investment Advisor will be liable for any loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (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). The Investment Advisory Agreement provides that the Investment Advisor will bear all expenses of its employees and overhead incurred by it in connection with its duties thereunder. The Investment Advisor pays all salaries and fees of the Fund's Directors and Officers who are interested persons (as such term is defined in the 1940 Act) other than the salaries and fees of the employees of the Fund's Administrator or legal counsel. The Fund bears all of its own expenses, including but not limited to the following: fees and out-of-pocket travel expenses of the Fund's non-interested Directors and other expenses incurred by the Fund in connection with meetings of the Fund's Board of Directors and committees thereof; interest expenses; taxes and governmental fees; brokerage commissions incurred in acquiring or disposing of the Fund's portfolio securities; membership dues to professional organizations; allocable premiums for fidelity bond and liability insurance coverages; expenses of preparing stock certificates; expenses in connection with the issuance, offering, distribution, sale or underwriting of securities issued by the Fund; expenses of registering and qualifying the Fund's shares for sale with the Securities and Exchange Commission and in various states and foreign jurisdictions; charges and expenses of the Fund's legal counsel and independent accountants; custodian, dividend disbursing and transfer agent expenses; expenses of obtaining and maintaining stock exchange listings of the Fund's shares; and the expenses of Stockholders' Meetings and preparing and distributing proxies and reports to Stockholders. Information about the Administrator The Administrator of the Fund is Investment Company Capital Corp., One South Street, Baltimore, Maryland 21202. -16- PORTFOLIO TRANSACTIONS AND BROKERAGE The primary objective in placing orders for the purchase and sale of securities for the Fund's portfolio is to obtain the best price together with efficient execution, taking into account such factors as commission, size of order, difficulty of execution and skill required of the broker. Brokerage commission rates in Switzerland are negotiable. Purchase and sale orders may be executed with any number of banks and brokers. The Fund may place brokerage orders with Hottinger & Cie (Zurich). The Fund's policy requires that commissions paid to Hottinger & Cie (Zurich) be reasonable and fair compared with commissions received by other brokers in connection with comparable transactions involving similar securities being purchased or sold during a comparable period of time. The Fund cannot engage in principal transactions with Hottinger & Cie (Zurich). During the year ended December 31, 1996, the Fund incurred aggregate brokerage commissions of 346,121 Swiss Francs (approximately $258,627.00). Of such amount, the Fund paid brokerage commissions to Hottinger & Cie (Zurich) amounting to 67,596 Swiss Francs (approximately $50,509.00) which constituted 19.50% of the Fund's aggregate brokerage commissions. Of the Fund's aggregate Swiss Franc amount of transactions involving the payment of commissions, 24.91% were effected through Hottinger & Cie (Zurich). (All dollar equivalents contained herein were computed on the basis of $0.7472 per Swiss Franc, the rate of exchange on December 31, 1996.) Subject to best execution, orders may be placed with banks and brokers, other than Hottinger & Cie (Zurich), who supply research, market and statistical information (i.e., persons who provide brokerage and research services as provided in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) to the Fund and HCC. The Fund's commissions to such banks and brokers may not always represent the lowest obtainable commission rates, although they must be reasonable in relation to the benefits received. Research provided by others may be used by HCC in advising other clients. Conversely, if such information is provided to HCC by banks and brokers through whom their other clients effect securities transactions, such information may be useful to them in providing services to the Fund. Although research from banks and brokers may be useful to HCC, it will be only supplementary to its own efforts. For the calendar year ended December 31, 1996, transactions in portfolio securities of the Fund totaling 101,357,195 Swiss Francs (approximately $75,735,780.00) with associated brokerage commissions of approximately 278,525 Swiss Francs (approximately $208,119.00) were allocated to persons or firms supplying investment information and research to HCC. The Fund's Audit Committee and Board of Directors reviews periodically the brokerage commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits realized by the Fund. The rate of portfolio turnover for the year ended December 31, 1996 was approximately 19%. -17- SELECTION OF INDEPENDENT AUDITORS (Proposal 2) A majority of the members of the Board of Directors who are non-interested Directors of the Fund have selected Deloitte & Touche LLP ("D&T") as independent auditors for the Fund for the calendar year ending December 31, 1997. That firm, or a predecessor firm, has served as independent auditors for the Fund since 1987. A representative of D&T is expected to be present at the Meeting to answer appropriate questions concerning the Fund's financial statements and will have an opportunity to make a statement if he chooses to do so. It is intended that the persons named in the accompanying Proxy will vote FOR ratification of the selection of D&T as independent auditors. Although the submission of this matter to the Stockholders is not required by law, if this appointment is not ratified by the Stockholders, the Board of Directors will reconsider its selection of independent auditors. Required Vote The selection of the independent auditors will be ratified if approved by a majority of shares present in person or represented by proxy at the Meeting and entitled to vote thereon. Abstentions will have the same practical effect as a negative vote. Broker non-votes will not be included in vote totals and will have no effect on the outcome of the vote. The Board of Directors recommends a vote FOR Proposal 2. OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of Stockholders properly arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interest of the Fund. STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the Fund's Annual Meeting of Stockholders in 1998 must be received by the Fund on or before December 2, 1997, in order to be included in the Fund's proxy statement and form of proxy relating to that Meeting. Any such proposals should be submitted in writing to: Secretary, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111. -18- EXPENSES OF PROXY SOLICITATION The cost of preparing, assembling and mailing material in connection with this solicitation will be borne by the Fund. In addition to the use of mails, proxies may be solicited personally by regular employees of the Fund or HCC or by agents of the Fund or by telephone or telegraph. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their customers to obtain authorization for the execution of proxies, and they will be reimbursed by the Fund for out-of-pocket expenses incurred in this connection. VOTING RESULTS The Fund will advise the Stockholders of the voting results of the matters voted upon at the Annual Meeting in the 1997 Semi-Annual Report to Stockholders. ANNUAL REPORT The Fund will furnish, without charge, a copy of the Annual Report and the most recent Semi-Annual Report to any Stockholder upon request addressed to Rudolf S. Millisits, Vice President, The Swiss Helvetia Fund, Inc., 630 Fifth Avenue, Suite 915, New York, New York 10111 (toll free telephone number: 1-888-794-7700). STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT TO THE FUND. Paul R. Brenner Secretary Dated: April 1, 1997 -19- [SIDE ONE] THE SWISS HELVETIA FUND, INC. 630 Fifth Avenue New York, New York 10111-0001 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE SWISS HELVETIA FUND, INC. PURSUANT TO A SEPARATE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT, DATED APRIL 1, 1997, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED The undersigned hereby appoints Paul R. Brenner and Edward J. Veilleux as Proxies, each with the power of substitution, and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of The Swiss Helvetia Fund, Inc. held of record by the undersigned on March 25, 1997 at an Annual Meeting of Stockholders to be held at The Drake Swissotel, Empire Suite, 440 Park Avenue, New York, NY 10022 on May 14, 1997, or any adjournment thereof.

(INSTRUCTION: To withhold authority for any individual nominee strike a line through the nominee's name on the list below). Class III Directors: Paul Hottinguer, Claude Mosseri-Marlio and Stephen K. West, Esq. 2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as independent auditors for the year ending December 31, 1997. || FOR || AGAINST |_| ABSTAIN 3. To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. (Continued, and to be signed on the reverse side) [SIDE TWO] (Continued from other side) This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is given, this proxy will be voted FOR Proposals 1 and 2. The undersigned hereby revokes any proxy or proxies heretofore given and ratifies and confirms all that the proxies appointed hereby, or either one of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Both of said proxies or their substitutes who shall be present and act at the meeting, or if only one is present and acts, then that one, shall have and may exercise all of the powers hereby granted to such proxies. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO THE FUND. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please provide the full name of the corporation and the signature of the authorized officer signing on its behalf and the corporate seal affixed. Dated: , 1997 ---------------------- Name of Corporation (if applicable) ----------------------------------- (By) ------------------------------- (Signature)