SWISS HELVETIA FUND INC, DEF 14A, 1996-04-01

SWISS HELVETIA FUND INC
DEF 14A, 1996-04-01

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

[Amendment No. ............................]

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

THE SWISS HELVETIA FUND, INC.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Not Applicable
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / 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:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

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4) Proposed maximum aggregate value of transaction:

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*Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / 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 Statement No.:__________________________

3) Filing Party:_________________________________________________________

4) Date Filed:___________________________________________________________

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THE SWISS HELVETIA FUND, INC.
EXECUTIVE OFFICES
630 FIFTH AVENUE
SUITE 915
NEW YORK, NEW YORK 10111

------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 1996

------

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 15, 1996
at The Drake Swissotel, Empire Suite, 440 Park Avenue, New York, New York
10022, for the following purposes:

1. To elect three Class II 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, 1996.

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 26, 1996 are entitled to notice of and to vote at this Meeting or
any adjournment thereof.

Paul R. Brenner
Secretary

Dated: April 2, 1996

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.
<PAGE>
THE SWISS HELVETIA FUND, INC.
EXECUTIVE OFFICES
630 FIFTH AVENUE
SUITE 915
NEW YORK, NEW YORK 10111

Annual Meeting of Stockholders
May 15, 1996

------
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 15, 1996 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,
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 proposals. 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.

The close of business on March 26, 1996 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 2, 1996.

The date of this Proxy Statement is April 2, 1996.

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 ten and is divided into two classes of three each and
one class of four. The Class II directors were elected in 1993 to serve until
the Annual Meeting in 1996. Thus, the Class II nominees are the only nominees
to be considered for election at the Meeting and if elected each will serve a
three-year term of office until the Annual Meeting in 1999, 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 form of proxy to vote each proxy FOR the election of the three Class II
nominees listed below. Each Class II nominee has indicated he will serve,

1
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if elected, but if any such nominee should be unable to serve, proxies will
be voted for an alternate, 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 II 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 their
beneficial ownership of Common Stock of the Fund. Except as otherwise
indicated, all of the information is as of December 31, 1995. 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 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.

CLASS II DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 1999)

2
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<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31 1995(1)
------------------------ ----- ---------- --------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
*The Baron Hottinger 61 Director General Partner: Hottinger & Cie (Zurich); 45,000(2)
Hottinger & Cie President: Banque Hottinguer (Paris), Sofibus
Dreikonigstrasse 55 (Paris) (real estate); Vice President and Director:
8027 Zurich Finan- ciere re Hottinguer (holding company);
Switzerland Administrator: Investissement Hottinguer S.A.
(holding company), AXA, AXA Assurances IARD, UNI
Europe Assurances, AXA Assurances Vie, UNI Europe
Vie, Alpha Assurances Vie, Finaxa, Hottinger
International Fund -- "U.S. Growth Fund" (publicly
held Luxembourg mutual fund), ECU Invest (publicly
held Luxembourg mutual fund), Hottinguer Gestion
(Luxembourg) (investment advisor); Director:
Alliance Capital Management Corp., Donaldson,
Lufkin & Jenrette, Inc. (NY); Auditor: Didot
Bottin, Caisse d'Escompte du Midi, Financiere
Provence de Participations (FPP) (venture capital);
Managing Director: Intercom (holding company),
Sofides (real estate); Permanent Representative of
Banque Hottinguer to I.F.D. (Investissement Finance
et Developement), AXA to AXA Millesime and Axiva,
and of Cie Financiere SGTE to Schneider S.A.; Vice
President: Gaspee (real estate); Chairman of the
Board: AXA Belgium; Member of the Board: Conseil de
Surveillance of EMBA N.V. (holding company);
Chairman of the Board and Director: Hottinger
Capital Corp.
</TABLE>

3
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<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31 1995(1)
------------------------ ----- ---------- --------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
Samuel B. Witt, III, 60 Director Senior Vice President and General Counsel: 1,403
Esq. Stateside Associates, Inc. since August 1993;
Stateside Associates, Samuel B. Witt, III, Attorney-at-Law, since August,
Inc. 1993; Partner: Womble Carlyle Sandridge & Rice from
2300 Clarendon Blvd. June, 1989 to August, 1993; Assistant Secretary:
Suite 407 Fortune Technologies, Inc. from 1990 until
Arlington, Virginia December, 1993; Trustee: The Williamsburg
22201-3367 Investment Trust since 1989; Member, Board of
Visitors: Virginia Military Institute since July,
1994; Director and Secretary: Stateside Associates,
Inc. since 1989 and Global Energy Management
Company, Inc. since 1991; Director: Decision Point
Marketing, Inc. since 1990 and U.S. Games since
October 1994; Vice President and Special Counsel:
R.J.R. Nabisco, Inc. from June, 1988 to June, 1989;
Vice President and Associate General Counsel:
R.J.R. Nabisco, Inc. from February, 1988 to June,
1988; Associate General Counsel: R.J.R. Nabisco,
Inc. from November, 1986 to June, 1988;
Vice-President, General Counsel and Secretary: R.J.
Reynolds Tobacco Company from August, 1981 to
November, 1986.

</TABLE>

4
<PAGE>
CLASS III DIRECTORS
(WHOSE TERMS WILL EXPIRE IN 1997)

<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31 1995(1)
--------------------- ----- --------------- --------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
*Mr. Paul Hottinguer 53 Chairman, General Partner: Hottinger & Cie (Zurich) and 45,000(2)
Hottinger & Cie Director and Hottinguer & Cie (Paris) from 1969 to 1990;
Dreikonigstrasse 55 Chief President: Gaspee (real estate) since 1992,
8027 Zurich Executive Financiere Hottinguer (holding company) since 1990,
Switzerland Officer Financiere Provence Participations (venture capital
firm) since 1990, Drouot Securite since 1986,
Hottinguer Gestion (Luxembourg) (investment
advisor) since 1991, Hottinger International Fund
-- "U.S. Growth Fund" (publicly held Luxembourg
mutual fund), ECU Invest Sicav (publicly held
Luxembourg mutual fund); Vice-President and
Managing Director: Banque Hottinguer (Paris) since
1990, Societe pour le Financement de Bureaux et
d'Usines Sofibus (real estate) since 1982; Managing
Director: Intercom (holding company) since 1984;
Administrator: Investissement Hottinguer S.A. since
1989, Finaxa (Compagnie Financiere Drouot) since
1982, Alpha Assurances-Vie since 1992; Permanent
Representative: Hottinguer Finance to Ecofia,
Banque Hottinguer to Provence International
(publicly held French mutual fund), Banque
Hottinguer to PPC, Banque Hottinguer to Croissance
Britannia, Banque Hottinguer to Hottinguer Gestion,
Banque Hottinguer to Harwanne Allemagne; Chairman
of the Board: Strategic Committee of Norwich Union
(France); Member of the Board: Conseil de
Surveillance of EMBA N.V.; Vice Chairman of the
Board, Director and Member of Investment Committee:
Hottinger Capital Corp.

Henry B. Hyde, Esq. 80 Director Partner: Wormser, Kiely, Galef & Jacobs (law firm) 642
711 Third Avenue and predecessor firms since 1978.
19th Floor
New York, New York
10017
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31 1995(1)
--------------------- ----- --------------- --------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
Mr. Claude Mosseri- 65 Director Financial consultant, portfolio management since 2,854
Marlio 1982; Managing Director: Winthrop Laboratories
6 bis rue de Cloitre 1979-1982; Managing Director -- Europe, Middle East
Notre-Dame and Africa: Mallinckrodt, Inc., 1975-1978.
75004 Paris, France

Stephen K. West, Esq. 67 Director and Partner: Sullivan & Cromwell since 1964; Director: 3,000(3)
Sullivan & Cromwell Counsel to Pioneer Funds; AIM Management Group Inc.; Winthrop
125 Broad Street Non- Focus Funds; ING America Life Insurance Company;
New York, NY 10005 Interested and The Netherlands Insurance Company.
Directors
Class I Directors
(Whose Terms Will Expire in 1998)

**Mr. Richard A. 59 Director Tokai Bank Professor of Finance: London Business 7,713
Brealey School and a Professor of the London Business
Sussex Place School since 1973; Author: An Introduction to Risk
Regents Park and Return for Common Stocks; and co-author:
London, NW1 4SA Principles of Corporate Finance; Director: Sun Life
England Assurance Company of Canada U.K. Holdings, PLC;
Tokai Derivative Products, Ltd.

Mr. Eric R. Gabus 68 Director, Chairman: L'Express Communication (Neuchatel); 3,000
St. Dominique Vice Director: Sopad-Nestle (Paris) from 1982 to 1993;
1815 Clarens Chairman Member of the Foundation Yehudi Menuhin, Art Law
Switzerland (Non-Officer) Center, Centre Europeon de la Culture, Pro C.I.C.R;
Deputy Chairman: Credit Suisse First Boston
(London) from 1982 to 1986; General Manager: Nestle
S.A. from 1969 to 1982.

Claude W. Frey 52 Director President of the Swiss Parliament (1994-1995); 0
Clos 108 Member of the Swiss Parliament since 1979; Chairman
2012 Auvernier of the Board: Federation of Swiss Food Industries
Switzerland since 1991; Association of Swiss Chocolate
Manufacturers since 1991; Swiss Association of
Biscuits and Sugar Confectioners Industries since
1991; Director: Federation of Swiss Employers'
Associations since 1995.

</TABLE>

6
<PAGE>
EXECUTIVE OFFICERS

*Mr. Rodolphe E. 39 Executive Director: Banque Hottinguer (Paris), since 1990; 45,000(2)
Hottinger Vice Managing Partner: Hottinger & Cie (Zurich), since
Hottinger & Cie President, 1987; Vice President: Hottinger Brothers & Co.,
3 Place des Bergues Chief Inc., March 1982 to 1990; Vice Chairman of the
C.P. 395 Operating Board, Director, Chief Executive Officer and
CH-1201 Geneva Officer Member of Investment Committee: Hottinger Capital
Switzerland Corp.

*Mr. Rudolf S. Millisits 38 Vice President Executive Vice President and Compliance Officer: 260
Hottinger Capital Corp. Hottinger Capital Corp. ("HCC") since Sept. 1994;
630 Fifth Avenue Assistant Secretary: HCC, since August 1995;
Suite 915 Executive Vice President: Hottinger U.S., Inc.
New York, NY 10111 since September 1994; Vice President and
Portfolio Manager: Hottinger & Cie since 1993;
Assistant Vice President and Investment Advisor:
Credit Suisse Geneva.

*Mr. Edward J. Veilleux 52 Vice President Principal, Alex. Brown & Sons Incorporated since 0
Alex. Brown & Sons and 1989; President, Investment Company Capital Corp.
Incorporated Treasurer since 1987; Executive Vice President, Alex. Brown
135 East Baltimore Cash Reserve Fund since 1987; Vice President,
Street Armata Financial Corp. since 1991 and of Flag
Baltimore, Maryland Investors Funds since 1984.
21202

*Mr. Brian C. Nelson 36 Vice President Vice President, Alex. Brown & Sons Incorporated; 0
Alex. Brown & Sons Vice President, Investment Company Capital Corp.;
Incorporated Vice President and Secretary, Flag Investors
135 East Baltimore Funds and Alex. Brown Cash Reserve Fund;
Street Assistant Secretary, The Glenmede Fund.
Baltimore, Maryland
21202
</TABLE>

7
<PAGE>
<TABLE>
<CAPTION>
Principal Shares of
Position Business Experience Common Stock
with and Directorships Beneficially Owned
Name Age Fund During Past Five Years at Dec. 31 1995(1)
--------------------- ----- --------------- --------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
*Paul R. Brenner, Esq. 53 Secretary Paul R. Brenner, Attorney-at-Law since June 1993; 4,893
700 White Plains Road Counsel to the Fund since May 1994; Partner:
Suite 223 Kelley Drye & Warren (General Counsel to the
Scarsdale, New York Fund) 1977 to 1993 (commenced medical sabbatical
10583 from Kelley Drye & Warren in June 1993).
</TABLE>

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1 All Directors and Executive Officers as a group (6 persons) owned 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 13,432 shares of
the Fund. Paul Hottinguer and The Baron Hottinger are brothers, and Rodolphe
Hottinger is the son of The Baron. Paul Hottinguer, The Baron Hottinger and
Rodolphe 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 45,000
shares of the Fund owned by Hottinger & Cie (Zurich) and Hottinger Capital
Corp.

3 As of March 25, 1996.

* 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 Hottinger is the son of The Baron. Paul Hottinguer,
The Baron Hottinger and Rodolphe 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; Georges L. de Montebello is an "Interested
Person" because he is President of the Fund and because of his affiliation
with HCC; 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; Brian C. Nelson is an "Interested Person" because
he is Vice President 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 was formerly a partner in Kelley Drye & Warren, which serves as
General Counsel for the Fund.

** On February 1, 1996, Richard A. Brealey tendered his resignation as a
Director of the Fund to become effective immediately following the May,
1996 Meeting of the Board of Directors. The Board of Directors has not yet
determined whether or not it will fill the vacancy which will result from
Mr. Brealey's resignation. Under the Fund's By-Laws, the remaining
Directors may fill any vacancy which occurs on the Board. If the Board
chooses to fill the vacancy, the person elected will hold office for the
unexpired portion of Mr. Brealey's term, or until the 1998 Annual Meeting.
The Proxy solicited hereby does not confer authority to vote for Mr.
Brealey's successor.

8
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The Executive Officers of the Fund are elected annually by the Board of
Directors at their Meeting following the Annual Meeting of Stockholders.

The Board of Directors has an Audit Committee whose current members are
Messrs. Witt, Brealey and Gillieron. 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. Gabus, Hyde, 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 14, 1996 to
recommend to the non-interested Directors and to the Board of Directors the
nominees for Class II Directors to be elected at the 1996 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 1995, the Board of Directors met seven times. Each
incumbent Director attended at least 75% of the aggregate of (i) the total
number of Meetings of the Board of Directors (held during the period for which
he served as a Director) except for Messrs. Brealey and Hyde and, (ii) the total
number of Meetings held by all Committees of the Board on which he served
(during the periods that he served).

Each Director who is not an interested person of the Fund or its investment
advisor is currently paid an annual fee of $7,687.50, 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 $8,456.25 (in lieu of the $7,687.50 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 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,
1995, all non-interested Directors as a group received from the Fund aggregate
remuneration amounting to $111,347 and individual remuneration (exclusive of
reimbursed expenses), as follows:

Non-Interested Director Amount of Remuneration
- --------------------------- ----------------------
Richard A. Brealey ........................ $ 14,297
Claude W. Frey ............................ $ 0
Eric R. Gabus ............................. $ 25,297(2)
Jean-Louis Gillieron ...................... $ 15,047
Henry B. Hyde, Esq. ....................... $ 11,297
Claude Mosseri-Marlio ..................... $ 15,047
Stephen K. West, Esq. ..................... $ 2,031
Samuel B. Witt, III, Esq. .................. $ 28,331(2)
--------
TOTAL REMUNERATION: ....................... $111,347
========

- ------
(2) Inclusive of $12,500 paid as special compensation for services rendered as
a member of a subcommittee of the non-interested Directors in connection
with the 1995 Rights Offering referred to on page 10 of this Proxy
Statement.

9
<PAGE>
During calendar year 1995, the Fund paid Paul R. Brenner, Esq., Secretary of,
and Counsel to, the Fund $125,000 for legal services, excluding expenses,
rendered to the Fund, including services rendered in connection with the 1995
Rights Offering referred to below.

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 1995. Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Fund during its most 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 1995,
except that on January 18, January 19, March 6, March 7 and March 18, 1996,
Hottinger Capital Corp., Hottinger & Cie (Zurich), Eric R. Gabus, Georges L.
de Montebello and Jean-Louis Gillieron, respectively, each filed a Form 4 for
the month of September, 1995 to correct inadvertent failures to report
acquisitions of shares in connection with the 1995 Rights Offering referred
to below. In addition, on March 18, 1996, Jean-Louis Gillieron filed Forms 4
for the months of October and December, 1995 to correct inadvertent failures
to report the acquisition of 1,500 and 200 shares, respectively.

1995 RIGHTS OFFERING

In its prospectus dated July 26, 1995, the Fund offered 3,075,000 shares
of common stock through a non-transferrable rights offering, with Prudential
Securities as dealer/manager. The subscription period for the transaction
commenced on August 2, 1995 and ended on August 25, 1995. Following the
tabulation of the subscriptions, it was determined that the Fund had received
primary and oversubscription orders for 4,557,242 shares. The Board
considered the authorization of a 25% oversubscription allotment, namely
768,750 additional shares, to satisfy a portion of the oversubscription
orders. However, in order to protect the existing stockholders from
incremental dilution, the Board did not authorize the over-subscription
allotment. Accordingly, the Fund issued 3,075,000 shares of common stock
pursuant to the Rights Offering at a formula price of $18.715 per share and
realized approximately $54.6 million in net proceeds from the Offering.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of December 31, 1995, 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. As discussed below, 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

10
<PAGE>
Investment Advisory Agreement or interested persons of the Investment
Advisor, on May 15, 1995 for the one year period August 18, 1995 through August
17, 1996. 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.

Since the organization of the Fund in 1987, each of Hottinger & Cie
(Zurich), a Swiss private bank, and Wilkinson & Hottinger, Inc., a Delaware
corporation ("W&H"), owned 50% of the outstanding capital stock of HCC. On
November 17, 1993, Hottinger U.S., Inc. ("Hottinger U.S."), an affiliate of
Hottinger & Cie (Zurich), and W&H entered into an agreement (the
"Restructuring Agreement") providing for the acquisition by Hottinger U.S. of
the 50% of the capital stock of HCC then owned by W&H (the "Acquisition").
The Baron Hottinger, Paul Hottinguer, Rodolphe Hottinger and entities
controlled by the Hottinger family, including Banque Hottinguer (Paris),
Hottinger & Cie (Zurich) and Hottinger U.S. are hereinafter referred to as
the "Hottinger Group." The closing of the Acquisition was subject to
obtaining the approval of the Stockholders of the Fund described below.

The acquisition of 50% of HCC's outstanding capital stock by the Hottinger
Group was considered an "assignment" of the Investment Advisory Agreement and
in accordance with the terms of the Agreement and as provided by the 1940
Act, the Agreement would have terminated unless approved by the Fund's
Stockholders. On November 17, 1993, the Board of Directors of the Fund
(including the non-interested Directors) utilizing the criteria set forth in
the second preceding paragraph, unanimously approved and recommended that the
Stockholders of the Fund approve the Investment Advisory Agreement for the
period from the closing date of the Acquisition through August 17, 1995. On
February 8, 1994, the Stockholders of the Fund approved the Investment
Advisory Agreement. Immediately thereafter, the Acquisition closed and the
Hottinger Group now owns 100 percent of the outstanding capital stock of HCC.

Section 15(f) of the 1940 Act provides that an investment advisor to an
investment company which is registered under the 1940 Act (or an affiliated
person of such investment advisor) may receive any amount or benefit in
connection with a sale of securities or any other interest in such investment
advisor which results in an assignment of an investment advisory contract,
provided that, for a three year period thereafter, at least 75% of the board
of directors of the registered investment company for which such investment
advisor rendered services are non-interested persons of the investment
advisor, as defined by the 1940 Act, and the transaction does not impose an
unfair burden on such registered investment company. Under the terms of the
Restructuring Agreement, the Hottinger Group has agreed to use its best
efforts to ensure that, for a period of three years from the February 8, 1994
closing date of the Acquisition, at least 75% of the Directors of the Fund
will not be interested persons of HCC or persons who have been interested
persons of HCC. As a result, on February 8, 1994, Alexandre de Takacsy and
Donald M. Wilkinson, Jr. who were affiliated with HCC, resigned from the
Board of Directors of the Fund. On September 21, 1995, the Board determined
to fill the vacancies created by Messrs. de Takacsy and Wilkinson by electing
Mr. Claude W. Frey and Stephen K. West, Esq. as their respective successors.
Both Mr. Frey and Mr. West are non-interested persons of the Investment
Advisor. Accordingly, the Board of Directors is comprised of ten Directors,
80% of whom are the present eight non-interested Directors and two of whom
are The Baron Hottinger and Paul Hottinguer. Following the effective date of
Mr. Brealey's resignation from the Board of Directors and until the Board of
Directors fills the vacancy created by such resignation (if it decides to
fill such vacancy) 78% of the then nine Directors will constitute
non-interested Directors. For a description of the services provided to the
Fund by HCC, see "Terms of the Investment Advisory Agreement."

11
<PAGE>
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 for its
customers a full range of investment services including 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
Hottinger own a greater than 70% interest.

Certain information regarding the directors and principal executive
officers of HCC as of December 31, 1995 is set forth below.

<TABLE>
<CAPTION>
Name and Address Position with HCC Principal Occupation
---------------------------- --------------------------------------- ---------------------------------------
<S> <C> <C>
The Baron Hottinger Chairman of the Board and Director. General Partner, Hottinger & Cie
Hottinger & Cie (Zurich); President, Banque Hottinguer
Dreikonigstrasse 55 (Paris).
8027 Zurich
Switzerland

Rodolphe E. Hottinger Vice Chairman of the Board, Director, Managing Partner, Hottinger & Cie
Hottinger & Cie Chief Executive Officer, and Member of (Zurich); Director, Banque Hottinguer
3 Place des Bergues Investment Committee. (Paris); President, Emba NV.
Geneva 1211
Switzerland

Paul Hottinguer Vice Chairman of the Board, Director General Partner, Hottinger & Cie
Hottinger & Cie and Member of Investment Committee. (Zurich); Managing Director, Banque
Dreikonigstrasse 55 Hottinguer (Paris).
8027 Zurich
Switzerland

Alexandre de Takacsy Vice Chairman of the Board, Director, President, Hottinger U.S., Inc.; Senior
Banque Hottinguer and Secretary. Advisor to the Hottinger Group.
38 Rue de Provence
75009 Paris
France

Georges L. de Montebello President, Director, Chief Operating President, Director, Chief Operating
Hottinger Capital Corp. Officer and Chief Investment Officer. Officer and Chief Investment Officer of
630 Fifth Avenue Hottinger Capital Corp.
Suite 915
New York, NY 10111

Rudolf S. Millisits Executive Vice President, Portfolio Executive Vice President, Portfolio
Hottinger Capital Corp. Manager, Member of Investment Committee Manager, Member of Investment Committee
630 Fifth Avenue and Chief Compliance Officer. and Chief Compliance Officer of
Suite 915 Hottinger Capital Corp.
New York, NY 10111
</TABLE>

12
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position with HCC Principal Occupation
---------------------------- --------------------------------------- ---------------------------------------
<S> <C> <C>
Frederic Hottinger Director Director, Banque Hottinguer (Paris);
Banque Hottinguer General Partner, Hottinger & Cie
38 Rue de Provence (Zurich).
75009 Paris
France

Philippe Hottinger Director Director, Banque Hottinguer (Paris).
Banque Hottinguer
38 Rue de Provence
75009 Paris
France

Henri Stalder Director Member of Investment Committee of
Hottinger et Cie Hottinger Capital Corp.
Dreikonigstrasse 55
8027 Zurich
Switzerland

Thomas O. Mueller Treasurer Treasurer, Wilkinson O'Grady & Co.,
Hottinger Capital Corp. Inc.
520 Madison Avenue
New York, NY 10022

</TABLE>

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.

Prior to September 8, 1995, the Investment Advisory Agreement provided
that the Fund would pay 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 and 0.80% of such assets in excess of $100
million, computed and payable at the end of each calendar month. Effective
September 8, 1995, the Investment Advisory Agreement was modified to provide
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 $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, 1995 HCC received advisory fees totaling $2,010,582 which
represents an approximate rate of 0.87% 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,

13
<PAGE>
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 Directors who are
non-interested persons (as such term is defined in the 1940 Act) and other
expenses incurred by the Fund in connection with Directors' Meetings;
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.

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, 1995, the Fund incurred aggregate
brokerage commissions of 248,529 Swiss Francs (approximately $215,623). Of
such amount, the Fund paid brokerage commissions to Hottinger & Cie (Zurich)
amounting to 33,604 Swiss Francs (approximately $29,155) which constituted
13.5% of the Fund's aggregate brokerage commissions. Of the Fund's aggregate
Swiss Franc amount of transactions involving the payment of commissions,
16.6% were effected through Hottinger & Cie (Zurich). (The dollar equivalents
were computed on the basis of $1.1526 per Swiss Franc, the rate of exchange
on December 31, 1995.)

Subject to best execution, orders may be placed with banks and brokers,
other than Hottinger & Cie (Zurich), who supply research, market and
statistical information ("research" as defined in Section 28(e) of the
Securities Exchange Act of 1934) 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. Hottinger & Cie (Zurich), an "affiliated person" of HCC
under the 1940 Act, provides research to HCC. 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

14
<PAGE>
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, 1995, transactions in portfolio securities of the Fund
totaling 52,488,333 Swiss Francs (approximately $45,538,878) with associated
brokerage commissions of approximately 134,094 Swiss Francs (approximately
$116,340) 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, 1995 was
approximately 10%.

SELECTION OF INDEPENDENT AUDITORS

(PROPOSAL 2)

A majority of the members of the Board of Directors who are non-interested
Directors (as defined in the 1940 Act) of the Fund have selected Deloitte &
Touche LLP ("D&T") as independent auditors for the Fund for the calendar year
ending December 31, 1996. 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 1997 must be received by the Fund on or before
December 3, 1996, 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.

15
<PAGE>
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 1996 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 written request
addressed to the Fund.

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 2, 1996

16
<PAGE>
THE SWISS HELVETIA FUND, INC.
Executive Offices
630 Fifth Avenue
New York, New York 10111-0001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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 26, 1996 at an Annual Meeting of Stockholders to be held on May 15,
1996, or any adjournment thereof.

1. ELECTION OF DIRECTORS
[ ] For all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to (to vote for all nominees
the contrary below) listed below)

(INSTRUCTION: To withhold authority for any individual nominee strike a line
through the nominee's name on the list below).

Class II Directors: Jean-Louis Gillieron, The Baron Hottinger and Samuel B.
Witt, III, Esq.

2. To ratify the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the year ending December 31, 1996.
[ ] APPROVE [ ] DISAPPROVE [ ] 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)

(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.

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.

Dated: , 1996

--------------------------------------
Name of Corporation (if applicable)

(By)
----------------------------------
(Signature)