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<SEC-DOCUMENT>0000899681-05-000295.txt : 20050408
<SEC-HEADER>0000899681-05-000295.hdr.sgml : 20050408
<ACCEPTANCE-DATETIME>20050408143436
ACCESSION NUMBER:		0000899681-05-000295
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050526
FILED AS OF DATE:		20050408
DATE AS OF CHANGE:		20050408
EFFECTIVENESS DATE:		20050408

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:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-05128
		FILM NUMBER:		05741222

	BUSINESS ADDRESS:	
		STREET 1:		630 FIFTH AVE
		STREET 2:		STE 915
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10111-0001
		BUSINESS PHONE:		2128677660

	MAIL ADDRESS:	
		STREET 1:		630 FIFTH AVE
		STREET 2:		STE 915
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10111-0001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HELVETIA FUND INC
		DATE OF NAME CHANGE:	19900820
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>swiss-def14a_040405.htm
<TEXT>
<HTML>
<HEAD>
<TITLE> DEF 14A </TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>SCHEDULE 14A<BR>
(RULE 14A-101)<BR>
INFORMATION REQUIRED IN PROXY STATEMENT<BR>
SCHEDULE 14A INFORMATION<BR>
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES<BR>
EXCHANGE ACT OF 1934 (AMENDMENT NO.&nbsp;&nbsp;&nbsp;&nbsp;)</B> </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Filed by the Registrant [X]<BR>
Filed by a Party other than the Registrant [   ]</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Check the appropriate box:</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[&nbsp;&nbsp;&nbsp;]<BR>
[&nbsp;&nbsp;&nbsp;]<BR>
[X]<BR>
[&nbsp;&nbsp;&nbsp;]<BR>
[&nbsp;&nbsp;&nbsp;]
</TD>
<TD WIDTH=95%>Preliminary Proxy Statement<BR>
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))<BR>
Definitive Proxy Statement<BR>
Definitive Additional Materials<BR>
Soliciting Material Pursuant to Rule 14a-12
</TD>
</TR>
</TABLE>



<P ALIGN=CENTER><FONT SIZE=3>THE SWISS HELVETIA FUND, INC.</FONT></P>

<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=3>(Name of Registrant as Specified in Charter)</FONT></P>

<HR SIZE=1 NOSHADE>
<P ALIGN=CENTER><FONT SIZE=3>(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Payment of Filing Fee (Check the appropriate box):</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[X]</TD>
<TD WIDTH=95%>No fee required.</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[&nbsp;&nbsp;&nbsp;]</TD>
<TD WIDTH=95%>Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;(1)</TD>
<TD WIDTH=95%>Title of each class of securities to which transaction
applies:_________________________</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;(2)</TD>
<TD WIDTH=95%>Aggregate number of securities to which transaction
applies:________________________</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;(3)</TD>
<TD WIDTH=95%>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):
_________________________________________________________________________________________</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;(4)</TD>
<TD WIDTH=95%>Proposed maximum aggregate value of transaction:_______________________________</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;(5)</TD>
<TD WIDTH=95%>Total fee paid:___________________________________________________________</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[&nbsp;&nbsp;&nbsp;]</TD>
<TD WIDTH=95%>Fee previously paid with preliminary materials.</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[&nbsp;&nbsp;&nbsp;]</TD>
<TD WIDTH=95%>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.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;(1)<BR>
&nbsp;&nbsp;&nbsp;(2)<BR>
&nbsp;&nbsp;&nbsp;(3)<BR>
&nbsp;&nbsp;&nbsp;(4)</TD>
<TD WIDTH=95%>Amount previously paid:____________________________<BR>
Form, schedule or registration statement no.:____________<BR>
Filing party:______________________________________<BR>
Date filed:_______________________________________</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=4><B>THE SWISS HELVETIA FUND, INC.<BR>
<BR>
1270 Avenue of the Americas<BR>
Suite 400<BR>
New York, New York 10020<BR>
<BR>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS<BR>
MAY 26, 2005</B></FONT></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P><FONT SIZE=3>To our Stockholders:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notice is hereby given that the Annual Meeting of Stockholders (the
&quot;Meeting&quot;) of The Swiss Helvetia Fund, Inc. (the &quot;Fund&quot;)
will be held at 11:30 a.m. on Thursday, May&#160;26, 2005 at The Drake
Swissotel, 440 Park Avenue, Manhattan East Room (2nd Floor), New York, New
York 10022, for the following purposes: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To elect three Class II Directors to serve for a
three-year term.</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To approve the Investment Advisory Agreement
between the Fund and Hottinger Capital Corp.</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To consider and act upon any other business as
may properly come before the Meeting or any adjournment thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors has fixed the close of business on March 28, 2005 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournments or postponements thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
are cordially invited to attend the Meeting. Remember, your vote is extremely
important, no matter how large or small your Fund holdings. By voting now, you
can help avoid additional costs that are incurred with follow-up letters and
calls.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>To vote, you may use any of the following methods:</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I>By Mail</I>. Please complete, date and sign the
enclosed proxy card and mail it in the enclosed, postage-paid envelope. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I> By Internet.</I> Have your proxy card available.
Go to the website listed on the proxy card. Enter your control number from your
proxy card. Follow the instructions on the website.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I>By Telephone.</I> Have your proxy card available.
Call the toll-free number listed on the proxy card. Enter your control number
from your proxy card. Follow the recorded instructions.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The enclosed Proxy is being solicited by the Board of Directors of the Fund.</FONT></P>

<P ALIGN=RIGHT><FONT SIZE=3>By Order of the Board of Directors<BR>
<BR>
Edward J. Veilleux<BR>
<I>Secretary</I></FONT></P>

<P><FONT SIZE=3>Dated: April 1, 2005</FONT></P>


<P ALIGN=CENTER><FONT SIZE=4><B>THE SWISS HELVETIA FUND, INC.<BR>
1270 Avenue of the Americas<BR>
Suite 400<BR>
New York, New York 10020<BR>
Annual Meeting of Stockholders<BR>
May 26, 2005<BR>
<BR>
PROXY STATEMENT</B></FONT></P>

<P><FONT SIZE=3><B>INTRODUCTION</B></FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Proxy Statement is furnished by the Board of Directors of The Swiss Helvetia
Fund, Inc. (the &quot;Fund&quot;) in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders (the &quot;Meeting&quot;) to be
held at 11:30 a.m. on Thursday, May 26, 2005 at The Drake Swissotel, 440
Park Avenue, Manhattan East Room (2nd Floor), 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 of Stockholders. It is expected that the
Notice of Annual Meeting of Stockholders, Proxy Statement and form of Proxy will
first be mailed to Stockholders on or about April 7, 2005. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the accompanying form of Proxy is executed properly and returned (including an
Internet or telephone vote), 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 on the Proxy, the shares will be voted FOR the
election of the three nominees as Class II Directors and FOR the approval of the
Investment Advisory Agreement. 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 properly executed Proxy bearing a later date, or by attending the
Meeting and voting in person. Attending the Meeting will not automatically
revoke a previously executed Proxy. 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 constitute a vote in favor of a proposal. Such
Proxies will not affect the plurality vote required for the election of
Directors under Proposal 1. If a stockholder owns shares of the Fund in
violation of applicable law, including the Investment Company Act of 1940, as
amended (the &quot;1940 Act&quot;), the Fund may determine that any vote
attributable to such shares shall not be counted, or that such shares will not
be counted for quorum purposes, or both. Under Section 12(d)(1) of the 1940 Act,
the acquisition of more than 3% of the Fund's common stock by another fund
(whether registered, private or offshore) is unlawful. The Fund will invalidate
votes cast on behalf of any such fund or by any other stockholder whose holdings
are unlawful, that are otherwise properly cast, only after it has obtained a
decision through appropriate proceedings in a court or other forum of competent
jurisdiction that such votes are not valid. The Fund may suspend the final
counting of votes pending such a decision. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors has fixed the close of business on March 28, 2005 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
24,535,297 shares of Common Stock outstanding and entitled to vote. Each share
will be entitled to one vote at the Meeting. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Management of the Fund knows of no business other than that mentioned in the
Notice of Annual Meeting of Stockholders which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed Proxy to vote in accordance
with their best judgment. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund will furnish, without charge, a copy of its Annual Report for its year
ended December 31, 2004 and its most recent Quarterly Report, if any, to any
stockholder upon request. Requests for these Reports should be made in writing
to The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New
York, New York 10020, or by calling the Fund's toll-free telephone number:
1-888-794-7700. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund's investment advisor is Hottinger Capital Corp. (&quot;HCC&quot;). The
executive offices of the Fund and HCC are located at 1270 Avenue of the
Americas, Suite 400, New York, New York 10020. The Fund's administrator is Forum
Administrative Services LLC, and its executive offices are located at Two
Portland Square, Portland, Maine 04101. </FONT></P>

<P><FONT SIZE=3><B>PROPOSAL 1: TO ELECT THREE CLASS II DIRECTORS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund's Certificate of Incorporation provides for three classes of Directors with
overlapping three-year terms. The number of Directors is currently nine and is
divided into three classes of three Directors each. Stockholders are being asked
to elect three Class II Directors to serve for a three-year term. The Class II
nominees, Didier Pineau-Valencienne, Samuel B. Witt, III, Esq. and Paul R.
Brenner, Esq., 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 of Stockholders in 2008, or until his respective successor is
duly elected and qualified. The Class II nominees were first nominated by the
Governance/Nominating Committee consisting of the six Non-Interested Directors
(as defined below), two of whom are Class II nominees. Didier
Pineau-Valencienne, Samuel B. Witt, III, Esq. and Paul R. Brenner, Esq., were
last elected as Class II Directors in 2002 to serve until this Meeting. Messrs.
Pineau-Valencienne and Witt were elected by stockholders of the Fund in 2002,
and Mr. Brenner was elected by the Board of Directors of the Fund in 2002. The
Board of Directors of the Fund, including all of the Directors of the Fund who
are not &quot;interested persons&quot; (as defined in the 1940 Act) of the Fund
or HCC (each such Director a &quot;Non-Interested Director&quot;), unanimously
proposed the Class II nominees for election at this Meeting. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 II nominees of the Fund listed above. Each Class II 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 of the
above nominees will be unable to serve as a Director. Each of the Class II
nominees is currently a member of the Board of Directors. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Please see page 9 of this proxy statement for additional information concerning
the Class II nominees. </FONT></P>

<P><FONT SIZE=3><B>Required Vote and the Board's Recommendation</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Abstentions, withholding of authority 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. </FONT></P>

<P><FONT SIZE=3><B>THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE
&quot;FOR&quot; THE ELECTION OF THE THREE NOMINEES AS CLASS II DIRECTORS.</B></FONT></P>

<P><FONT SIZE=3><B>PROPOSAL 2: TO APPROVE THE INVESTMENT ADVISORY AGREEMENT</B></FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholders are being asked to vote on a new investment advisory agreement
between the Fund and HCC, the Fund's investment advisor. Recent transfers of
indirect ownership interests in HCC, as described below, have created
uncertainty concerning the continuing effectiveness of the Fund's advisory
agreement with HCC. As a result, the Board of Directors has determined to seek
stockholder approval of a new advisory agreement with HCC. </FONT></P>


<P><FONT SIZE=3><U>Background Information</U></FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC
has been the Fund's investment advisor since the Fund's inception in 1987. HCC,
whose principal office is located at 1270 Avenue of the Americas, New York, New
York, is a Delaware corporation and is principally owned by Hottinger et Cie
(Zurich) and Hottinger U.S. Inc., each of which owns 48.50% of HCC's issued and
outstanding shares of capital stock. HCC acts as the Fund's investment advisor
pursuant to an Investment Advisory Agreement restated as of May 15, 2001 (the
"Original Advisory Agreement") which was last approved by the Stockholders of
the Fund on February 8, 1994. During its most recent fiscal year ended December
31, 2004, the Fund paid HCC total aggregate advisory fees of
$2,968,162.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Hottinger et Cie (Zurich) is a partnership whose partners are Paul Hottinguer,
Rodolphe Hottinger and Frederic Hottinger. As discussed further below, The Baron
Hottinger was a partner until January 20, 2005. The Baron Hottinger and Paul
Hottinguer are brothers, and The Baron Hottinger is the father of Rodolphe
Hottinger and Frederic Hottinger. Collectively, The Baron Hottinger, Paul
Hottinguer, Rodolphe Hottinger and Frederic Hottinger, together with the
entities owned and controlled by them and other members of the Hottinger family,
are hereinafter referred to as the &quot;Hottinger Group.&quot; Hottinger et Cie
(Zurich), whose principal office is located at Dreikonigstrasse 55, 8027,
Zurich, Switzerland, provides to its customers a full range of investment
services, including international portfolio management and corporate finance.
</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Hottinger U.S. Inc. is a New York corporation indirectly controlled by the
Hottinger Group. Hottinger U.S. Inc., whose principal office is located at 1270
Avenue of the Americas, New York, New York, provides discretionary investment
advisory services. Hottinger U.S. Inc. is a registered investment adviser under
the Investment Advisers Act of 1940. Financiere Hottinguer has a 100% voting
interest in Hottinger U.S. Inc. Financiere Hottinguer, in turn, is controlled by
each of Hottinger Participations Francaises and Intercom, who have an
approximate voting interest of 35% and 28%, respectively, in Financiere
Hottinguer. Intercom is indirectly controlled by Hottinger Participations
Francaises, which has an approximate voting interest of 94% in Intercom.
Hottinger Participations Francaises is 100% directly owned by Emba NV.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
various estate planning and other family-related reasons, there have recently
occurred, and there are also anticipated, certain transfers within the Hottinger
Group of ownership interests in Hottinger et Cie (Zurich). As of January 20,
2005, the date of Swiss banking authority approval, The Baron Hottinger
transferred his entire interest in Hottinger et Cie (Zurich) to his sons,
Rodolphe Hottinger and Frederic Hottinger, in equal shares. As a consequence of
such transfer, The Baron Hottinger is no longer a partner in Hottinger et Cie
(Zurich), and Rodolphe Hottinger and Frederic Hottinger each now owns a 25%
interest in the partnership. Consideration is also being given to a redemption
of all or part of Paul Hottinguer's 50% interest in Hottinger et Cie (Zurich),
which would increase proportionally the ownership interests in that company of
Rodolphe Hottinger and Frederic Hottinger, or to a transfer of all or part of Paul
Hottinguer's interest in Hottinger et Cie (Zurich) to Rodolphe Hottinger and Frederic
Hottinger or to other members of the Hottinger Group, and other similar
transfers may also occur. Although none of these transfers has caused, or will
cause, any diminution in the overall control of HCC by the Hottinger Group, it
is possible that one or more of them might be considered an
&quot;assignment&quot; of the Fund's Original Advisory Agreement with HCC, as
that term is defined in the 1940 Act. If so, any such &quot;assignment&quot;
will have caused or may cause the Original Advisory Agreement to terminate in
accordance with its terms as required by the 1940 Act.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Because of uncertainty whether any of the Hottinger Group transfers has resulted
in, or will result in, an &quot;assignment&quot; of the Original Advisory
Agreement, the Board of Directors of the Fund has determined to seek the
approval of the Fund's stockholders to any such Hottinger Group transfers by
seeking the stockholders' approval of a new investment advisory agreement (the
&quot;New Advisory Agreement&quot;) which is identical to the Original Advisory
Agreement, except for the time periods covered by the agreements. As discussed
below under the caption &quot;Required Vote and the Board's
Recommendation,&quot; the Board of Directors of the Fund (including the
non-interested Directors) has unanimously approved, and has recommended that the
stockholders of the Fund approve, the New Advisory Agreement. </FONT></P>

<P><FONT SIZE=3><U>The Interim Advisory Agreement</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the period between January 20, 2005, the effective date of the
above-mentioned transfer of The Baron Hottinger's interest in Hottinger et Cie
(Zurich), and the consideration of approval of the New Advisory Agreement by
stockholders at the Meeting (the &quot;Interim Period&quot;), HCC has continued
to provide investment advisory services to the Fund pursuant to an interim
agreement between HCC and the Fund that was approved by the Board at a meeting
held on December 7, 2004 (the &quot;Interim Advisory Agreement&quot;). The Board
of Directors, including a majority of the Directors who are not &quot;interested
persons&quot; (as defined in the 1940 Act) determined that the scope and quality
of services to be provided to the Fund under the Interim Advisory Agreement
would be at least equivalent to the scope and quality of services provided under
the Original Advisory Agreement. The Interim Advisory Agreement is identical in
all respects &#150; including fees to be paid to HCC &#150; to the Original
Advisory Agreement, except for the time periods covered by the agreements.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Interim Advisory Agreement requires all advisory fees earned by HCC to be
escrowed pending stockholder approval of the New Advisory Agreement between the
Fund and HCC. If the New Advisory Agreement is not approved, HCC will be
entitled to receive from escrow the lesser of any costs incurred in performing
the Interim Advisory Agreement (plus interest earned on the amount while in
escrow), or the total amount in the escrow account (plus interest earned). The
Interim Advisory Agreement provides for a termination date no greater than 150
days from the date of the termination of the Original Advisory Agreement
(January 20, 2005), or upon approval of the New Advisory Agreement by
stockholders, whichever is shorter. </FONT></P>

<P><FONT SIZE=3><U>The New Advisory Agreement</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 17, 2005, the Board approved the New Advisory Agreement for the Fund,
under which, subject to its approval by the Fund's stockholders, HCC will
continue to serve as the investment advisor to the Fund. The New Advisory
Agreement, if approved by stockholders, will replace the Interim Advisory
Agreement. <B>The terms of the New Advisory Agreement are identical in all
respects to those of the Original Advisory Agreement, except that the New
Advisory Agreement has a different effective date and termination date.</B> None
of the personnel providing portfolio management services, and none of the other
service providers to the Fund, have changed. Under the New Advisory Agreement,
HCC will continue to be responsible for selecting portfolio securities and for
providing a continuous investment program for the Fund, including providing
investment research and management and purchasing, retaining and selling
securities for the Fund and placing orders for the execution of the Fund's
portfolio transactions, all in accordance with the 1940 Act and any rules
thereunder, the supervision and control of the Board of Directors, and the
investment objective, policies and restrictions of the Fund. The services of HCC
to the Fund are not exclusive, and HCC is free to render investment advisory
services to others. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fees
paid to HCC under the New Advisory Agreement will be calculated at the same rate
as the fees previously charged under the Original Advisory Agreement and those
presently charged under the Interim Advisory Agreement. The Fund will pay HCC an
annual advisory fee hereunder of 1.0% of the Fund's average monthly net assets
up to U.S. $60 million, 0.90% of such assets between U.S. $60 million and U.S.
$100 million, 0.80% of such assets between U.S. $100 million and U.S. $200
million, 0.70% of such assets between U.S. $200 million and U.S. $300 million,
0.65% of such assets between U.S. $300 million and U.S. $400 million, 0.60% of
such assets between U.S. $400 million and U.S. $500 million, 0.55% of such
assets between U.S. $500 million and U.S. $600 million, and 0.50% of such assets
in excess of U.S. $600 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. Based on the average net assets for the
year ending December 31, 2004, the blended advisory fee for the period was
0.79%.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC
is not liable for any error of judgment or for any loss suffered by the Fund in
connection with matters relating to the New Advisory Agreement. HCC, however, is
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 New Advisory Agreement. HCC is also 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.
</FONT></P>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC
will bear all expenses of its employees and overhead incurred by it in
connection with its duties under the New Advisory Agreement. HCC will pay all
salaries and fees of the Fund's Directors and Officers who are &quot;interested
persons&quot; (as defined in the 1940 Act) other than the salaries and fees of
the employees or agents of the Fund's administrator (Forum Administrative
Services LLC) or legal counsel. The Fund will bear 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 not interested persons 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; premiums allocable to 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. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
New Advisory Agreement, if approved by stockholders, will continue in effect for
an initial period that will commence upon approval by stockholders of the Fund
and will end on July 1, 2006, and will continue from year to year thereafter,
provided that its continuance is specifically approved (1) by the Board of
Directors or (2) by a vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
New Advisory Agreement may be terminated at any time, without payment of any
penalty, by vote of the Board or by vote of the holders of a majority (as
defined in the 1940 Act) of the outstanding voting securities of the Fund, in
each case, on 60 days' prior written notice to HCC, or by HCC upon not
less than 60 days' written notice to the Fund. The New Advisory Agreement
will automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
description of the New Advisory Agreement in this Proxy Statement is only a
summary. The form of the New Advisory Agreement is attached hereto as Appendix A.
You should read the New Advisory Agreement. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the shareholders of the Fund do not approve the New Advisory Agreement within
150 days of the effective date of the Interim Advisory Agreement, the Board of
Directors will take such actions as it deems in the best interests of the
stockholders of the Fund. </FONT></P>

<P><FONT SIZE=3><U>Evaluation by the Directors</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 17, 2005, the Directors, including the Independent Directors, unanimously
approved, subject to the required stockholder approval described herein, the New
Advisory Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
making the determination to recommend approval of the New Advisory Agreement to
stockholders of the Fund, the Directors carefully evaluated information
the Directors deemed necessary to enable them to determine that the New Advisory
Agreement would be in the best interests of the Fund and its stockholders.
Before considering the various aspects of the terms of the agreement discussed
below, the Directors determined that based on the quality of service, continuity
of personnel and the fact that over the short and long term the Fund has
outperformed its peers, the advisory relationship should continue.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Directors considered the services to be rendered by HCC. The Board compared the
Fund's fee rate for advisory services and expense ratios for the Fund's last
year of operations to funds believed to be an appropriate peer group and
reviewed information derived from a number of sources and covering a range of
issues, noting, in particular, the breakpoints included in the Fund's fee
schedule. The Board of Directors considered the compensation to be paid to HCC
and the services to be provided to the Fund under the New Advisory Agreement,
and the personnel who will provide these services, noting, in particular, the
satisfactory performance of the Fund since inception. The Directors also
considered potential benefits to HCC from acting as investment advisor to the
Fund. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
reviewing the New Advisory Agreement, the Directors focused on the nature of the
investment product, the creativity of HCC in developing the Fund's investment
strategies, and the complexity of the Swiss securities market. The Directors
also discussed the nature of the Fund, and its investments in equity securities
of Swiss companies. The Directors determined that the service provided was
highly professional. The Directors reviewed the qualifications and number of HCC
personnel and the communications with their associates at their parent in
Switzerland concerning company research and markets and financial information.
The continuity of HCC and Swiss personnel over time was considered a desirable
factor.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
reviewing the New Advisory Agreement, the Directors placed significant emphasis
on the Fund's fee rate for advisory services as compared to those of U.S.
regulated closed-end European country funds. The Directors also compared the fee
with a peer group of similar actively managed Swiss equity funds managed by
Swiss advisers. The advisory fee, when combined with administrative fees paid to
the investment adviser of each group and the 7 basis point administrative fee
paid to a third party administrator of the Fund, was the lowest in each group.
The Fund had the lowest overall expense ratio (advisory, administrative and all
other expenses) of both peer groups. Although HCC had no other clients, the
Directors compared advisory fees charged to HCC's parents' private advisory
clients and a Luxembourg fund it managed with comparable portfolios. All were
charged combined advisory and administrative fees that were higher than the
Fund's, including its 7 basis point administrative fee.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Directors also considered economies of scale that could arise from the size of
the Fund or an increase in its size. They concluded that economies of scale were
recognized in the advisory fee structure at the inception of the Fund in 1987
with a basic advisory fee of 1.0% with breakpoint reductions at 90 basis points
for assets between $60 million and $100 million, 80 basis points for assets
between $100 million and $200 million, and 70 basis points for assets over $200
million. In 1995 the Fund's assets were increased from approximately $218.7 million to $273.3 million as a
result of a rights offering. At that time HCC recognized the newly available
economies of scale by voluntarily reducing its advisory fee with new breakpoints
at 65 basis points for assets between $300 and $400 million, 60 basis points for
assets between $400 and $500 million and a continuing 5 basis point reduction
for each $100 million of assets down to 50 basis points for all assets over $600
million. At December 31, 2004 the Fund's assets were $401,514,340. The Directors
concluded that the current fee structure adequately recognized existing and
potential economies of scale.
 </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Directors also considered the financial position and profitability of HCC.
The Fund's advisory fee is HCC's only source of revenue except for a relatively
small payment from its parent for other services provided to it. The Directors
concluded that HCC's financial condition was sound and its profitability
reasonable for the services it provided. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Directors also considered the investment performance of the Fund. They
determined that the relevant measurements should be in terms of its net asset
values as measured in Swiss francs, since the portfolio securities and cash were
denominated in Swiss francs and it was the Fund's policy not to hedge the
currency. On this basis it compared the Fund's one and three year investment
performance as well as its longer term performance. The Directors recognized
that the market price of the Fund's shares was of concern but believe that this
was essentially not in the control of HCC. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The peer group selected by the Directors for comparison was a Swiss group of
equity investment funds of comparable or larger size managed by Swiss advisers
with publicly available performance information, the Swiss equity index fund,
&quot;iShares&quot; traded on the New York Stock Exchange and the Swiss SPI
market index which is an index of approximately 300 Swiss traded equity securities. In each
fund's case, the performance record was computed on a net asset value per share
basis with all dividends and distributions reinvested. The iShares performance
was compared on a U.S. dollar basis with the Fund's dollar performance. It was
recognized that the SPI index performance did not include a management fee
although the dividends of the stocks in the index were reinvested. For the
one-year (ending December 31, 2004), three-year and long term performance, the
Fund outperformed all of the above comparisons.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Directors also considered other benefits that HCC or its parent could be
considered to derive from its relation with the Fund. It considered the
marketing value of the Fund performance in attracting other clients, the cost
benefits to HCC of soft dollar research and portfolio and financial information
services, and limited brokerage transactions with the Fund. It determined that
these other benefits were relatively minor and did not affect their overall
assessment of the reasonableness of the relationship.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Directors discussed the renewal requirements for advisory agreements and their
ability to review the investment advisory fee annually after the initial term of
the New Advisory Agreement. The Directors also reviewed materials supplied by
independent counsel that were prepared for use by the Directors in fulfilling
their duties under the 1940 Act.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Based on the foregoing and such other matters as were deemed relevant, the
Directors, including all of the non-interested Directors, concluded that the
advisory fee rate was reasonable in relation to the services to be rendered and
approved the New Advisory Agreement. The non-interested Directors were
represented by independent counsel who assisted them in their deliberations.
</FONT></P>

<P><FONT SIZE=3><U>Additional Information About the Advisor</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
chart below lists the names and principal occupations of each principal
executive officer and each director of HCC. The address of each principal
executive officer and director is 1270 Avenue of the Americas, New York, New
York 10020. </FONT></P>

<PRE>
<FONT SIZE=1>
<B>
- -----------------------------------------------------------------------------------------------------------------
                        Name of Person
                         and Position                                         Principal Occupation</B>
- -----------------------------------------------------------------------------------------------------------------
Frederic Hottinger, Chairman of the Board, Director                General Partner: Hottinger et Cie (Zurich)
- -----------------------------------------------------------------------------------------------------------------
Rodolphe E. Hottinger,1 Vice Chairman of the Board, Director,      Managing Partner: Hottinger et Cie (Zurich)
Chief Executive Officer and Member of Investment Committee
- -----------------------------------------------------------------------------------------------------------------
Paul Hottinguer,1 Vice Chairman of the Board, Director, Member          General Partner: Hottinger et Cie (Zurich)
of Investment Committee
- -----------------------------------------------------------------------------------------------------------------
Rudolf S. Millisits,1 Director, Chief Operating Officer,                        Portfolio Manager
Executive Vice President, Portfolio Manager (U.S.), Member of
Investment Committee and Chief Compliance Officer
- -----------------------------------------------------------------------------------------------------------------
Henri Stalder, Director, Member of Investment Committee           Senior Vice President: Hottinger et Cie (Zurich)
- -----------------------------------------------------------------------------------------------------------------
Thomas W. Grant, Director                                             President: H.G. Wellington &amp; Company
- -----------------------------------------------------------------------------------------------------------------
Philippe R. Comby,1 Senior Vice President, Treasurer and                        Portfolio Manager
Member of Investment Committee
- -----------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>

<P><FONT SIZE=3><B>Required Vote and the Board's Recommendation</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under the 1940 Act, approval of the New Advisory Agreement requires the approval
of the holders of a majority of the outstanding voting securities of the Fund.
Under the 1940 Act, the vote of a majority of the outstanding voting securities
of the Fund means the vote (A) of 67% or more of the voting securities present
at the Meeting, if the holders of more than 50% of the outstanding voting
securities of the Fund are present or represented by proxy; or (B) of more than
50% of the outstanding voting securities of the Fund, whichever is less.
</FONT></P>

<P><FONT SIZE=3><B>THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE
&quot;FOR&quot; THE APPROVAL OF THE NEW ADVISORY AGREEMENT.</B> </FONT></P>

<P><FONT SIZE=3>_________________________</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><SUP>1</SUP></TD>
<TD WIDTH=95%>This person is also a director or an officer of the Fund.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3><B>Certain Information Concerning Directors and Executive Officers</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following tables set forth certain information about each person nominated by
the Board for election, each person currently serving or 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, 2004. The information with respect to the
Directors is separately stated for Directors who have been determined to be
Non-Interested Directors and Directors who are deemed to be &quot;interested
persons&quot; under the 1940 Act. </FONT></P>

<PAGE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                           Class I Non-Interested Directors
                                             (Terms Will Expire in 2007)
- ----------------------------------------------------------------------------------------------------------------------------
 Name, Address &amp; Age    Position(s)  Term of               Principal               Other Directorships     Shares and
                           with      Office              Occupation(s)                    Held            Dollar Range
                           Fund        and           During Past Five Years           By Director           of Common
                                     Length                                                                  Stock
                                       of                                                                Beneficially
                                      Time                                                                 Owned at
                                     Served                                                                Dec. 31,
                                                                                                             2004<SUP>1</SUP></B>
- ----------------------------------------------------------------------------------------------------------------------------
Claude W. Frey          Director;    Director   President of the Swiss           Chairman of the Board:      1,814
Clos 108                Member of    since      Parliament  from 1994 to 1995;   Infra Tunnel SA          $10,001-$50,000
2012 Auvernier          the          1995.      President of the Swiss Police    (Marin) since 2002;
Switzerland             Governance/  Term of    Academy (Neuchatel) from 1996    Beton Frais SA (Marin)
Age 61                  Nominating   office     to 2003; Member of the Swiss     since 2002; President
                        Committee    will       Parliament from 1979 to 2003;    of the Steering
                        since 2002.  expire     Parliamentary Assembly of the    Committee of
                                     in 2007.   Council of Europe (Strasbourg)   InterNutrition
                                                from 1996 to 2004; Executive     (Zurich) since 2000;
                                                Board of the "North-South        Member of the Board:
                                                Centre" (Lisbon) since 1999;     SCCM SA
                                                President of the National        (Crans-Montana) since
                                                Committee for Foreign Affairs    2001; Dexia Banque
                                                from 2001 to 2003; Vice          Privee (Suisse),
                                                President from 1999 to 2001;     Zurich, since 2003;
                                                Chairman of the Board: Berun     Chairman of the
                                                Frais SA (Maria) since 2002;     Executive Board of the
                                                Federation of Swiss Food         "North-South Centre"
                                                Industries (Berne)  from 1991    (Lisbon) since 2004;
                                                to 2001; Association of Swiss    Chairman of the
                                                Chocolate Manufacturers          Federal Committee for
                                                (Berne)  from 1991 to 2000;      Employee Pension Plans
                                                Vice Chairman of the Board:      (Berne) since 2004.
                                                Federation of Swiss Employers'
                                                Association (Zurich) from 1997
                                                to 2001.
- ----------------------------------------------------------------------------------------------------------------------------
Eric R. Gabus          Director;      Director  Chairman of the Board: Societe    Vice Chairman of the       1,000
St. Dominique Villa    Vice           since     Neuchateloise de Presse and       Board: Fondation       $10,001-$50,000
Chemin de              Chairman       1987.     L'Express Communication           Denis de Rougemont
Carnaches 17           (Non-Officer)  Term of   (Neuchatel) until 2002.           pour l'Europe,
1815 Clarens/VD        since 1994;    office                                      Geneva since 1980;
Switzerland            Chairman of    will                                        Deputy Chairman:
Age 77                 the            expire                                      CSFB (London) until
                       Governance/    in 2007.                                    1986; Executive Vice
                       Nominating                                                 President: Nestle
                       Committee                                                  until 1982.
                       since 2002;
                       and Member
                       of the
                       Litigation
                       Committee
                       from 2001 to
                       2003.
- ----------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                        Class II Non-Interested Directors
                                      (Nominees for Terms Expiring in 2008)
- ----------------------------------------------------------------------------------------------------------------------------
 Name, Address &amp; Age    Position(s)  Term of              Principal             Other Directorships    Shares and
                           with      Office and         Occupation(s)                   Held             Dollar
                           Fund      Length of      During Past Five Years         by Nominee for         Range
                                        Time                                          Director          of Common
                                       Served                                                             Stock
                                                                                                       Beneficially
                                                                                                        Owned at
                                                                                                        Dec. 31,
                                                                                                          2004<SUP>1</SUP></B>
- ----------------------------------------------------------------------------------------------------------------------------
Didier                  Director;    Director    Honorary Chairman:            Director: Fleury           2,303
Pineau-Valencienne      Member of    since       Schneider Electric SA         Michon (France); AFEP     $10,001 -
c/o Schneider           the Audit    1999.       (industrial conglomerate)     (France); Wendel          $50,000
Electric,               Committee    Term of     since 1999; Chairman of the   Investissements
S.A.                    since        office      Board and CEO: Schneider SA   (formerly, Compagnie
64 Rue de Miromesnil    1999, of     will        (industrial conglomerate)     Generale d'Industrie
75008 Paris             the          expire in   from 1981 to 1999;            et de Participations
France                  Governance/  2005.       Chairman: AFEP from 1999 to   (CGIP)); Member of
Age 73                  Nominating               2001; Vice Chairman: Credit   the Board of Pernod
                        Committee                Suisse First Boston           Ricard since 2003;
                        since                    (Europe) Limited ("CSFB")     Member of Supervisory
                        2002, and                (investment banking) from     Board of AXA-UAP
                        of the                   February 1, 1999 to           (France) (insurance)
                        Litigation               November 2002; Senior         from 1998 to 2001;
                        Committee                Adviser: CSFB since           Member of Advisory
                        from 2001                November 2002; Partner:       Board: Booz Allen &amp;
                        to 2003.                 SAGARD Private Equity         Hamilton (USA) from
                                                 Partners (France).            1997 to 2002; Member:
                                                                               LaGardere (France)
                                                                               (holding company).
- ----------------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III,    Director;    Director   Senior Vice President and      Member and President       2,958
Esq.                    Chairman     since      General Counsel:  Stateside    of the Virginia         $10,001-$50,000
Stateside Associates,   of the       1987.      Associates, Inc. from 1993     Military Institute
Inc.                    Audit        Term of    to 2004; Senior Consultant     Board of Visitors;
2300 Clarendon Blvd.    Committee    office     to Stateside Associates,       Trustee: The
Suite 407               since 1993   will       Inc. from June 1 to December   Williamsburg
Arlington, Virginia     and of the   expire     31, 2004; Samuel B. Witt,      Investment Trust
22201-3367              Litigation   in 2005.   III, Attorney-at-Law, since    (registered
Age 69                  Committee               August 1993.                   investment company).
                        from 2001
                        to 2003;
                        and Member
                        of the
                        Governance/
                        Nominating
                        Committee
                        since 2002.
- ----------------------------------------------------------------------------------------------------------------------------
Paul R. Brenner, Esq.   Director     Director   Of Counsel: Salans since      Chairman of the Board       8,734
25 Moore Rd.            since        since      July 1996; Paul R. Brenner,   and Director: Harry         over
Bronxville, NY 10708    2002;        2002.      Attorney-at-Law since June    Limited (Private          $100,000
Age 62                  Secretary    Term of    1993; Counsel to the Fund     Investment Company
                        from 1987    office     from 1994 to 2002; Partner:   ("P.I.C.")); MFGAT,
                        to 2002.     will       Kelley Drye &amp; Warren LLP      Inc. (P.I.C.);
                                     expire     from 1976 to 1993.            Strelsau, Inc.
                                     in 2005.                                 (P.I.C.); MG
                                                                              Management Corp.
                                                                              (P.I.C.); Marango
                                                                              Capital Management
                                                                              Corp. (P.I.C.);
                                                                              Howland Investment
                                                                              Corp. (P.I.C.);
                                                                              Director: Quercus
                                                                              Foundation, Inc.
                                                                              (Private Foundation);
                                                                              Highstead Foundation,
                                                                              Inc. (Arboretum); and
                                                                              Director and Senior
                                                                              Trustee: The Louis
                                                                              Calder Foundation
                                                                              (Private Foundation).
- ----------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                          Class III Non-Interested Directors
                                             (Terms Will Expire in 2006)
- ----------------------------------------------------------------------------------------------------------------------------
 Name, Address &amp; Age    Position(s)   Term of               Principal              Other Directorships     Shares and
                            with      Office              Occupation(s)                    Held           Dollar Range
                            Fund         and         During Past Five Years            by Director         of Common
                                      Length                                                                 Stock
                                         of                                                               Beneficially
                                        Time                                                                Owned at
                                       Served                                                               Dec. 31, 2004<SUP>1</SUP></B>
- ----------------------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio   Director;     Director   E.B.R.D. - European Bank for     None                       6,992
6 bis rue du Cloitre    Member of     since      Reconstruction and                                         $50,001-
Notre-Dame              the           1993.      Development; Senior Advisor:                               $100,000
75004 Paris             Governance/   Term of    TAM Program (Turn Around
France                  Nomianting    office     Management) since 1999;
Age 74                  Committee     will       Financial Consultant,
                        since 2002    expire     portfolio management since
                        and of the    in 2006.   1982; Professor, Schiller
                        Audit                    University, Paris, since 1989;
                        Committee                Professor, American Business
                        since 2004.              School, Paris, since 1995;
                                                 Guest Lecturer, Kelley School
                                                 of Business, Indiana
                                                 University, since 1998;
                                                 Visiting Professor, Tyumen
                                                 State Institute of Management,
                                                 Tyumen, Russia, since 2002;
                                                 Visiting Professor, Paris
                                                 Chamber of Commerce, Moscow
                                                 Branch, since 2004.
- ----------------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq.   Director      Director   Of Counsel: Sullivan &amp;           Director: Pioneer          19,217
Sullivan &amp; Cromwell LLP since 1995;   since      Cromwell LLP since 1997;         Funds (registered          over
125 Broad Street        and Member    1995.      Partner: Sullivan &amp; Cromwell     investment company)     $100,000
New York, New York      of the        Term of    LLP from 1964 to 1996.           (52 portfolios);
10004                   Governance/   office                                      AMVESCAP PLC
Age 76                  Nominating    will                                        (Investment Manager)
                        Committee     expire                                      from 1999 to 2005;
                        since 2002,   in 2006.                                    First ING Insurance
                        of the Aduit                                              Company of New York
                        Committee                                                 from 1983 to 2001;
                        from 1996                                                 Winthrop Focus Funds
                        to 2004,                                                  from 1988 to 1997;
                        and of the                                                ING America Holdings,
                        Litigation                                                Inc. (insurance and
                        Committee                                                 broker-dealer holding
                        from 2001                                                 company) from 1988 to
                        to 2003.                                                  1998; Dresdner RCM
                                                                                  Global Strategic
                                                                                  Income Fund, Inc.
                                                                                  (registered
                                                                                  investment company)
                                                                                  from 1997 to 2002.
- ----------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                              Class I Interested Director
                                              (Term Will Expire in 2007)
- ----------------------------------------------------------------------------------------------------------------------------
  Name, Address &amp; Age     Position(s)    Term of             Principal             Other Directorships      Shares and
                            with        Office and          Occupation(s)             Held By Director     Dollar Range
                            Fund        Length of       During Past Five Years                               of Common
                                         Time                                                                 Stock
                                        Served                                                              Beneficially
                                                                                                             Owned at
                                                                                                            Dec. 31,2004<SUP>1</SUP></B>
- ----------------------------------------------------------------------------------------------------------------------------
Alexandre de Takacsy      Director<SUP>2</SUP>     Director       Senior Advisor to the                 None              700
Financiere Hottinguer                   from 1987      Hottinger Group and President                       $1-$10,000
43, rue Taitbout                        to 1994        of Hottinger U.S., Inc. until
75009 Paris                             and since      December 2004; Retired Senior
France                                  1998.          Executive, Royal Bank of
Age 75                                  Term of        Canada.
                                        office
                                        expires
                                        in 2007.
- ----------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                             Class III Interested Director
                                              (Term Will Expire in 2006)
- ----------------------------------------------------------------------------------------------------------------------------
 Name, Address &amp; Age    Position(s) Term of                Principal             Other Directorships Held   Shares and
                           with     Office and           Occupation(s)                 by Director         Dollar Range
                           Fund     Length of       During Past Five Years                                  of Common
                                       Time                                                                   Stock
                                      Served                                                               Beneficially
                                                                                                             Owned at
                                                                                                             Dec. 31, 2004<SUP>1</SUP></B>
- ----------------------------------------------------------------------------------------------------------------------------
Paul Hottinguer         Director;<SUP>2</SUP>  Director    General Partner: Hottinger et    Director: Drouot            278,834<SUP>3</SUP>
Hottinger et Cie        Chairman    since       Cie (Zurich);  President:        Securite; Member:             over
Dreikonigstrasse 55     of the      1987.       Gaspee (real estate) since       Conseil de Surveillance     $100,000
8027 Zurich             Board of    Term of     1992; Financiere Hottinguer      Credit Suisse
Switzerland             Directors   office      (holding company) (1990 to       Hottinguer; Societe
Age 62                  since       will        2002); Financiere Provence       pour le Financement de
                        1989;       expire in   Participations (venture          Bureaux et d'Usines
                        Chief       2006.       capital firm) since 1990; AXA    Sofibus (real estate).
                        Executive               International Obligation
                        Officer                 (finance) since 1996; Managing
                        from 1989               Director: Intercom (holding
                        to 2002.                company) since 1984;
                                                Administrator: Investissement
                                                Provence SA (holding company)
                                                since 1996; Finaxa (finance)
                                                since 1982; Permanent
                                                Representative: Credit Suisse
                                                Hottinguer to Provence
                                                International (publicly held
                                                French mutual fund), Credit
                                                Suisse Hottinguer to CS Oblig
                                                Euro Souverain (mutual fund);
                                                Financiere Hottinguer to CS
                                                Institutions Monetaire (mutual
                                                fund) from 1990 to 2002;
                                                Financiere Hottinguer to CS
                                                Court Terme (mutual fund) from
                                                1990 to 2002; Censor -
                                                Provence Europe (mutual fund);
                                                Credit Suisse Hottinguer to
                                                PPC; Credit Suisse Hottinguer
                                                to Croissance Britannia
                                                (investment fund); Credit
                                                Suisse Hottinguer to Harwanne
                                                Allemagne; Vice Chairman of
                                                the Board, Director and Member
                                                of Investment Committee: HCC.
- ----------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                                   Executive Officers
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                             Shares and
                                                                                                               Dollar
                                      Term of                                                                   Range
                                      Office                                                                  of Common
                                         and                                                                    Stock
                                      Length                                                                 Beneficially
                          Position(s)    of                 Principal                                         Owned at
                             with       Time              Occupation(s)                                       Dec. 31,
  Name, Address &amp; Age        Fund      Served         During Past Five Years       Other Directorships Held     2004<SUP>1</SUP></B>
- ---------------------------------------------------------------------------------------------------------------------------
Rodolphe E. Hottinger<SUP>2</SUP>    President   Year to    Managing Partner: Hottinger et    Director:  Sofibus SA      295,181<SUP>3</SUP>
Hottinger et Cie          since       year       Cie (Zurich) since 1987;          (real estate investment      Over
3 Place des Bergues       1997;       since      President: Hottinger Capital,     company); AXA              $100,000
C.P. 1620                 Chief       1994.      S.A. (Geneva) (investment         Switzerland
1211 Geneve 1             Executive              company) since 2000; Hottinger    (Insurance); Hottinger
Switzerland               Officer                &amp; Co. Ltd, UK (investment         Bank &amp; Trust Ltd.
Age 48                    since                  advisor) since 2001; Emba, NV     (Bahamas); PMA, Vienna;
                          2002;                  (investment company) since        Hottinger London.
                          Chief                  1990; Vice Chairman of the
                          Operating              Board, Director, Chief
                          Officer                Executive Officer and Member of
                          from 1997              Investment Committee: HCC since
                          to 2002;               1994; President: Financiere
                          Acting                 Hottinguer Paris; Director:
                          President              Hottinger U.S. Inc., until
                          from 1996              December 2004.
                          to 1997;
                          Executive
                          Vice
                          President
                          and Chief
                          Operating
                          Officer
                          from 1994
                          to 1996.
- ---------------------------------------------------------------------------------------------------------------------------
Rudolf Millisits<SUP>2</SUP>         Senior      Year to    Director: HCC since December      None                         7,035
Hottinger Capital Corp.   Vice        year       2000; Chief Operating Officer:                               $50,001 -
1270 Avenue of the        President   since      HCC since December 1998;                                     $100,000
Americas                  since       1995.      Executive Vice President,
Suite 400                 2000;                  Portfolio Manager, Member of
New York, New York 10020  Treasurer              Investment Committee and Chief
Age 47                    and Chief              Compliance Officer: HCC since
                          Financial              September 1994; Assistant
                          Officer                Secretary: HCC since August
                          since                  1995; Chairman, CEO, Director:
                          2002;                  Hottinger U.S. Inc. since
                          Vice                   December 2004, Executive Vice
                          President              President from 1994 to 2004,
                          from 1995              and Assistant Secretary from
                          to 2000.               1995 to 2004; President, CFO:
                                                 Hottinger Brothers LLC since
                                                 2004.
- ---------------------------------------------------------------------------------------------------------------------------
Philippe R. Comby, CFA<SUP>2</SUP>   Vice        Year to    Senior Vice President: HCC        None                         2,500
Hottinger Capital Corp.   President.  year       since 2002; First Vice                                       $10,001-
1270 Avenue of the                    since      President: HCC from 1998 to                                   $50,000
Americas                              2000.      2002; Treasurer: HCC since
Suite 400                                        1997; Chief Investment Officer
New York, New York 10020                         and Senior Vice President of
Age 38                                           Hottinger Brothers LLC since
                                                 2004; President and Secretary
                                                 of Hottinger U.S. Inc. since
                                                 December 2004; Director of
                                                 Hottinger U.S. Inc. since
                                                 December 2004.
- ---------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<PRE>
<FONT SIZE=1>
<B>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                             Shares and
                                                                                                               Dollar
                                      Term of                                                                   Range
                                      Office                                                                  of Common
                                         and                                                                    Stock
                                      Length                                                                 Beneficially
                          Position(s)    of                 Principal                                         Owned at
                             with       Time              Occupation(s)                                       Dec. 31,
  Name, Address &amp; Age        Fund      Served         During Past Five Years       Other Directorships Held     2004<SUP>1</SUP></B>
- ---------------------------------------------------------------------------------------------------------------------------
Edward J. Veilleux<SUP>2</SUP>       Vice        Year to    President EJV Financial           None                         2,054
5 Brook Farm Court        President   year       Services LLC  (Investment                                  $10,001-$50,000
Hunt Valley, Maryland     since       since      Company Consulting) since May
21030                     1987;       1987.      2002; Senior Vice President,
Age 61                    Secretary              PBHG Funds since January 2005;
                          since                  Director: Deutsche Asset
                          2002;                  Management (1999 to 2002);
                          Treasurer              Principal: BT Alex Brown
                          from 1987              Incorporated (1989 to 1999);
                          to 2002.               Executive Vice President,
                                                 Investment Company Capital
- ---------------------------------------------------------------------------------------------------------------------------
Peter R. Guarino          Chief       Since      Executive Director, Investment    None                         None
Two Portland Square       Compliance  2004.      Company Services of Forum Fund
Portland, Maine 04101     Officer                Services, LLC since 2004;
Age 46                                           Independent Compliance
                                                 Consultant from 2002 to 2004;
                                                 General Counsel and Global
                                                 Compliance Director, MiFund,
                                                 Inc. (mutual fund services)
                                                 from 2000 to 2002; Western
                                                 Division Chief Operating
                                                 Officer, Funds Services Group,
                                                 Merrill Corporation (mutual
                                                 fund services) from 1998 to
                                                 2000.
- ---------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><SUP> 1 </SUP></TD>
<TD WIDTH=95%> All Directors and Executive Officers as a group (14 persons)
owned 350,488 shares which constitutes approximately 1.43% of the outstanding
Common Stock of the Fund. Share numbers in this proxy statement have been
rounded to the nearest whole share. </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><SUP>2</SUP></TD>
<TD WIDTH=95%>Indicates &quot;Interested Person,&quot; as defined in the 1940
Act. Paul Hottinguer and Rodolphe E. Hottinger are &quot;Interested
Persons&quot; because of their affiliation with Hottinger et Cie (Zurich) and
Hottinger U.S., Inc., controlling persons of HCC, the Fund's investment advisor;
Rodolphe E. Hottinger is also an &quot;Interested Person&quot; because he is
President of the Fund; Alexandre de Takacsy is an &quot;Interested Person&quot;
because of his affiliation with HCC; Rudolf Millisits is an &quot;Interested
Person&quot; because he is Senior Vice President and Treasurer of the Fund and
because of his affiliation with HCC; Philippe R. Comby is an &quot;Interested
Person&quot; because he is Vice President of the Fund and because of his
affiliation with HCC; and Edward J. Veilleux is an &quot;Interested Person&quot;
because he is Vice President and Secretary of the Fund.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><SUP>3</SUP></TD>
<TD WIDTH=95%>Hottinger et Cie (Zurich), a partnership, owns 126,382 shares of
the Fund; HCC, the Fund's investment advisor, owns 113,788 shares of the Fund;
Hottinger Treuhand AG owns 8,664 shares of the Fund; and Hottinger Bank &amp;
Trust Limited, Nassau owns 30,000 shares of the Fund. Paul Hottinguer and
Rodolphe E. Hottinger are controlling partners of Hottinger et Cie (Zurich) and
controlling shareholders and directors of HCC and Hottinger Treuhand AG and
therefore share voting and investment power over the 278,834 shares of the Fund
owned by Hottinger et Cie (Zurich), HCC, Hottinger Treuhand AG and Hottinger
Bank &amp; Trust Limited, Nassau. In addition, Rodolphe E. Hottinger and his
children directly own 16,347 shares.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund's officers are elected annually by the Board of Directors at its Annual
Meeting following the Annual Meeting of Stockholders. In addition to the
Executive Officers, the Fund's other officers are Leslie K. Klenk, Assistant
Vice President, Frederick Skillen, Assistant Treasurer and Sara M. Morris,
Assistant Treasurer, each of whom is an employee of Citigroup Global Transaction
Services. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors provides oversight with respect to the Fund's governance,
operations, performance and stockholder relations. In that capacity the Board,
directly and through permanent and ad hoc committees, provides oversight of the
Fund's investment advisor, HCC, the Fund's independent registered public
accounting firm, Deloitte &amp; Touche LLP, the Fund's Administrator and
Accountant, Forum Administrative Services LLC and Forum Accounting Services LLC,
respectively, Fund management and legal counsel. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
current members of the Audit Committee of the Board of Directors are Messrs.
Mosseri-Marlio, Pineau-Valencienne and Witt, each of whom is a Non-Interested
Director. Pursuant to the Audit Committee Charter adopted by the Fund's Board,
the function of the Audit Committee is to assist Board oversight of (i) the
integrity of the Fund's financial statements; (ii) the Fund's compliance with
legal and regulatory requirements; (iii) the independent registered public
accounting firm's qualifications and independence; and (iv) the performance of
the independent auditors and the Fund's internal audit function. The Audit
Committee also oversees the administration of the Fund. The Audit Committee held
five meetings during the year ended December 31, 2004. The Audit Committee
Charter was attached as Appendix &quot;A&quot; to last year's Proxy Statement
dated May 20, 2004. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors has a Governance/Nominating Committee whose current members
are Messrs. Frey, Gabus, Mosseri-Marlio, Pineau-Valencienne, West and Witt, each
of whom is a Non-Interested Director. The principal function of the
Governance/Nominating Committee is to coordinate and oversee all aspects of the
governance of, and have principal responsibilities with respect to, strategic
issues related to the Fund. The Committee also has the function of setting the
compensation of the Board members and recommending to the Board nominees for
election of Directors. In evaluating potential nominees, including any nominees
recommended by stockholders, the Committee takes into consideration the factors
listed in the Governance/Nominating Committee Charter, including character and
integrity, experience in business, investment and economic matters in Europe,
the United States, or Switzerland or political matters of Switzerland, and
whether the Committee believes the person has the ability to apply sound and
independent business judgment and would act in the interest of the Fund and its
stockholders. The Governance/Nominating Committee will consider nominees
recommended by a stockholder if such recommendation is in writing and received
by the Fund by the deadline specified below under &quot;Stockholder
Proposals&quot; and otherwise complies with the requirements for such proposals
contained in the Governance/ Nominating Committee Charter and the Fund's
By-laws. Any such recommendations should be submitted to: Secretary, The Swiss
Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York, New York
10020. Each member of the Committee (other than Mr. West) is
&quot;independent&quot; as defined by the New York Stock Exchange. The
Governance/Nominating Committee held three meetings during the year ended
December 31, 2004. The Governance/Nominating Committee Charter was attached as
Appendix &quot;B&quot; to last year's Proxy Statement dated May 20, 2004.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the year ended December 31, 2004, the Board of Directors met five times,
four of which were regularly scheduled meetings and one of which was a special
telephonic meeting called to consider Compliance Procedures. 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. The Fund has no formal written
policy regarding Directors' attendance at annual stockholders meetings. The
Fund's Directors, however, are encouraged to attend stockholders meetings and
all of the Directors attended the Fund's 2004 Annual Stockholders Meeting.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.
Pineau-Valencienne, a Non-Interested Director, was Vice Chairman of Credit
Suisse First Boston (Europe) Limited ("CSFB"), an indirect subsidiary of Credit
Suisse Group ("CSG"), until November 2002, and has been a Senior Adviser to CSFB
thereafter. Since November 2000, the Fund's U.S. custodian has been Swiss
American Securities Inc. and its Swiss sub-custodian has been Credit Suisse
First Boston, both of which are subsidiaries of CSG and which received aggregate
fees of $168,207.05 from the Fund in 2004. Hottinger &amp; Cie (Zurich), a parent of
the Fund's investment advisor, and certain of its affiliated companies effect
brokerage transactions for managed accounts through CSG entities.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Non-Interested Director of the Fund was paid a 2004 annual fee of
approximately $16,400 plus $750 for each meeting of the Board of Directors
attended and $750 for each committee meeting attended, if held separately. The
Chairmen of the Audit Committee and the Governance/Nominating Committee each
received an annual fee of approximately $18,000 (in lieu of the approximate
$16,400 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 Chairmen of the
Audit Committee and the Governance/Nominating Committee) is adjusted annually,
as of each January 1, in proportion to the increase in the Consumer Price Index
&quot;All Items Price Index &#150; National,&quot; for the preceding twelve
month period. Each Director who is a Non-Interested Director and who is a member
of the Audit or Governance/Nominating Committees is compensated for incremental
work over and above attending a meeting based upon the value added to the Fund.
Finally, the Fund reimburses Non-Interested Directors for certain out-of-pocket
expenses, such as travel expenses in connection with board meetings. Mr. Paul R.
Brenner did not become a Non-Interested Director until December 31, 2004. During
the year ended December 31, 2004, all incumbent Non-Interested Directors as a
group received from the Fund aggregate remuneration amounting to $146,214 and
individual remuneration (exclusive of reimbursed expenses), as follows:
</FONT></P>

<PRE>
<FONT SIZE=1>
<B>
                                                               Pension or
                                                               Retirement                            Total
                                                                Benefits       Estimated           Compensation
                                             Aggregate         Accrued As         Annual        From Fund and Fund
             Name of Person                  Compensation     Part of Fund    Benefits Upon           Complex
              and Position                    From Fund         Expenses        Retirement       Paid to Directors</B>
- -------------------------------------------------------------------------------------------------------------------
Claude W. Frey, Director                       $22,083             $0              $0               $22,083
- -------------------------------------------------------------------------------------------------------------------
Eric R. Gabus, Director,                       $24,441             $0               $0              $24,441
Chairman of the Governance/Nominating
Committee
- -------------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio, Director                $24,333             $0               $0              $24,333
- -------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne, Director            $25,833             $0               $0              $25,833
- -------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq., Director                $22,833             $0               $0              $22,833
- -------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq., Director,           $26,691             $0               $0              $26,691
Chairman of the Audit and Litigation
Committees
- -------------------------------------------------------------------------------------------------------------------
           TOTAL REMUNERATION:                $146,214            $0               $0              $146,214
- -------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>


<P><FONT SIZE=3>Messrs. Sullivan &amp; Cromwell who have served as counsel to the
Non-Interested Directors since 1987 received approximately $43,130 for legal
services rendered and disbursements incurred during 2004. Mr. West serves as Of
Counsel to such Firm. 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, no other persons have been included in the compensation
table set forth above.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ADDITIONAL INFORMATION RELATING TO THE FUND</B></FONT></P>

<P><FONT SIZE=3><B>Section 16(a) Beneficial Ownership Reporting
Compliance</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 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 2004.
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 the year ended December 31, 2004.
</FONT></P>

<P><FONT SIZE=3><B>Security Ownership of Certain Beneficial Owners</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of December 31, 2004, no stockholder, to the knowledge of Management, other than
Wachovia Corporation, One Wachovia Center, Charlotte, North Carolina 28288, and
Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10020,
beneficially owned more than five percent of the Fund's outstanding shares of
Common Stock. Wachovia Corporation, on behalf of its advisory clients, filed on
February 3, 2005, a beneficial ownership report on Schedule 13G with the
Securities and Exchange Commission stating that as of December 31, 2004 it
beneficially owned 1,616,679 shares of Common Stock, and Lazard Asset Management
LLC, on behalf of its advisory clients, filed on February 14, 2005, a beneficial
ownership report on Schedule 13G with the Securities and Exchange Commission
stating that as of December 31, 2004, it beneficially owned 1,314,600 shares of
Common Stock. Based on such filings, these holdings represented approximately
6.71% and 5.40% of the Fund's outstanding shares, respectively, as of December
31, 2004. </FONT></P>

<P><FONT SIZE=3><B>Brokerage Transactions</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 et Cie (Zurich), an &quot;affiliated person&quot; with respect to HCC
under the 1940 Act. Hottinger et Cie (Zurich) is an &quot;affiliated
person&quot; because of its ownership stake in HCC. The Fund's policy requires
that commissions paid to Hottinger et 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 et Cie (Zurich). </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the fiscal year ended December 31, 2004, the Fund incurred aggregate brokerage
commissions of $591,461. Of such amount, the Fund paid brokerage commissions to
Hottinger et Cie (Zurich) amounting to $47,325, which constituted 8.0% of the
Fund's aggregate brokerage commissions. </FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At a
meeting held on March 17, 2005, the Audit Committee of the Fund approved, and
the Board of Directors approved and ratified, Deloitte &amp; Touche LLP
(&quot;D&amp;T&quot;) to act as the independent registered public accounting
firm for the Fund for the year ending December 31, 2005. Based principally on
representations from D&amp;T, the Fund knows of no direct financial or material
indirect financial interest of D&amp;T in the Fund. D&amp;T, or a predecessor
firm, has served as the independent registered public accounting firm for the
Fund since 1987. </FONT></P>

<P><FONT SIZE=3>(a) <U>Audit Fees</U>. The aggregate fees billed for each of the
last two fiscal years (the "Reporting Periods") for professional services
rendered by D&amp;T for the audit of the Fund's annual financial statements, or
services that are normally provided by the independent registered public
accounting firm in connection with the statutory and regulatory filings or
engagements for the Reporting Periods, were $34,500 in 2003 and $36,000 in
2004.</FONT></P>

<P><FONT SIZE=3>(b) <U>Audit-Related Fees</U>. There were no fees billed in the
Reporting Periods for assurance and related services rendered by D&amp;T that are
reasonably related to the performance of the audit of the Fund's financial
statements and are not reported under paragraph (a) above.</FONT></P>

<P><FONT SIZE=3>There were no fees billed in the Reporting Periods for non-audit
assurance and related services rendered by D&amp;T to the Fund's investment
advisor or any entity controlling, controlled by or under common control with
the investment advisor that provides ongoing services to the Fund (&quot;Service
Affiliates&quot;). </FONT></P>

<P><FONT SIZE=3>(c) <U>Tax Fees</U>. The aggregate fees billed in the Reporting
Periods for professional services rendered by D&amp;T for tax compliance, tax advice
and tax planning ("Tax Services") were $4,000 in 2003 and $4,000 in 2004. These
services consisted of review or preparation of U.S. federal, state, local and
excise tax returns.</FONT></P>

<P><FONT SIZE=3>(d) <U>All Other Fees</U>. The aggregate fees billed in the
Reporting Periods for products and services provided by D&amp;T, other than the
services reported in paragraphs (a) through (c) above, were $17,600 in 2003 and
$0 in 2004. These services consisted of a review of the Fund's internal
controls.</FONT></P>

<P><FONT SIZE=3><U>Audit Committee Pre-Approval Policies</U>. The Fund's Audit
Committee pre-approves D&amp;T's engagements for audit and non-audit services to
the Fund and non-audit services to Service Affiliates on a case-by-case basis as
required. Pre-approval considerations include whether the proposed services are
compatible with maintaining D&amp;T's independence. </FONT></P>

<P><FONT SIZE=3><U>Non-Audit Fees</U>. The aggregate non-audit fees billed by
D&amp;T for services rendered to the Fund for the Reporting Periods were $21,600
in 2003 and $4,000 in 2004. There were no fees billed in the Reporting Periods
for non-audit services rendered by D&amp;T to Service Affiliates. </FONT></P>

<P><FONT SIZE=3><U>Auditor Independence</U>. The Fund's Audit Committee has
considered whether the provision of any non-audit services rendered to Service
Affiliates which were not pre-approved (not requiring pre-approval) is
compatible with maintaining D&amp;T's independence. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
representative of D&amp;T is expected to be present at the Meeting. </FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>REPORT OF AUDIT COMMITTEE</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Audit Committee has exclusive oversight of the Fund's financial reporting
process. The Committee operates pursuant to a Charter which was last approved by
the Board on March 22, 2004, a copy of which was attached as Appendix
&quot;A&quot; to last year's Proxy Statement dated May 20, 2004. As set forth in
the Charter, Management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial and reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent registered public accounting
firm, D&amp;T, is responsible for auditing the Fund's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the performance of its oversight function, the Committee has considered and
discussed the December 31, 2004 audited financial statements with Management and
with D&amp;T. The Committee has also discussed with D&amp;T the matters required
to be discussed by the Statement on Auditing Standards No. 61, Communication
With Audit Committees, as currently in effect. Finally, the Committee has
reviewed the written disclosures and the letter from D&amp;T required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as currently in effect, and has considered whether the provision of
other non-audit services by D&amp;T to the Fund is compatible with maintaining
the auditor's independence, and has discussed with D&amp;T the auditor's
independence. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholders are reminded, however, that the Members of the Audit Committee are
not professionally engaged in the practice of auditing or accounting. Members of
the Committee rely without independent verification on the information provided
to them and on the representations made by Management and D&amp;T. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that Management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not assure that the audit of the Fund's financial statements has been
carried out in accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with generally accepted
accounting principles or that the Fund's independent registered public
accounting firm is, in fact, &quot;independent&quot;. </FONT></P>

<P><FONT
SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based upon
the reports and discussions described in this report, and subject to the
limitations on the role and responsibilities of the Committee referred to above
and in the Charter, the Committee determined that the audited financial
statements be included in the Fund's Annual Report to Stockholders for the year
ended December 31, 2004, as filed with the Securities and Exchange Commission.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Submitted by the Audit Committee of the Fund's Board of Directors</FONT></P>

<P><FONT SIZE=3>Didier Pineau-Valencienne<BR>
Claude Mosseri-Marlio<BR>
Samuel B. Witt, III, Esq.<BR>
<BR>
Dated: March 17, 2005</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>OTHER MATTERS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund's investment advisor is HCC, 1270 Avenue of the Americas, Suite 400, New
York, New York 10020, and the Fund's Administrator is Forum Administrative
Services LLC, Two Portland Square, Portland, Maine 04101. The Fund currently
does not have a principal underwriter. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholders who wish to communicate with Directors should send communications
to The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New
York, New York 10020, to the attention of the Secretary. The Secretary is
responsible for determining, in consultation with other officers of the Fund and
Fund counsel, which stockholder communications will be directed to the Director
or Directors indicated in the communication. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>STOCKHOLDER PROPOSALS</B></FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholder proposals intended to be presented at the Fund's Annual Meeting of
Stockholders in 2006 must be received by the Fund on or before December 4,
2005 in order to be included in the Fund's proxy statement and form of proxy
relating to that Meeting. In addition, the Fund's By-Laws provide that if a
stockholder of record entitled to vote desires to bring proposals (including
director nominations) before the 2006 Annual Meeting, written notice of such
proposals as prescribed in the By-Laws must be received by the Fund's Secretary,
The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite 400, New York,
New York 10020, between January 28, 2006 and February 27, 2006. For additional
requirements, stockholders may refer to the By-Laws, a current copy of which may
be obtained without charge upon request from the Fund's Secretary. If the Fund
does not receive timely notice pursuant to the By-Laws, the proposal will be
excluded from consideration at the meeting. </FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>EXPENSES OF PROXY SOLICITATION</B></FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund will bear the cost of soliciting proxies on behalf of the Board of
Directors. The Fund has engaged Georgeson Shareholder Communications Inc. to
serve as proxy solicitor at an anticipated cost of between $7,000 and $10,000,
plus disbursements. In addition to the use of mails, proxy solicitations may be
made by telephone, fax and personal interview by the Fund's Officers and
Directors and the Fund's investment advisor. 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.
If you have any questions concerning this proxy solicitation, please contact
Georgeson Shareholder Communications, Inc., Telephone Number: 1-800-561-3947.
</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>VOTING RESULTS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund will advise the stockholders of the voting results of the matters voted
upon at the Annual Meeting in the 2005 Semi-Annual Report to Stockholders.
</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ANNUAL REPORT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The
Fund will furnish, without charge, a copy of the 2004 Annual Report and the most
recent Quarterly and Semi-Annual Report succeeding the Annual Report, if any, to
any Stockholder upon request addressed to Rudolf Millisits, Senior Vice
President, The Swiss Helvetia Fund, Inc., 1270 Avenue of the Americas, Suite
400, New York, New York 10020 (toll-free telephone number: 1-888-794-7700).</B>
</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>IMPORTANT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WE URGE STOCKHOLDERS TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD TO THE
FUND OR VOTE BY TELEPHONE OR VIA THE INTERNET.</B> </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE &quot;FOR&quot; THE REELECTION
OF THE BOARD'S THREE NOMINEES AS CLASS II DIRECTORS AND &quot;FOR&quot; THE
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.</B> </FONT></P>


<P><FONT SIZE=3><B>If you have any questions concerning this proxy solicitation,
please contact Georgeson Shareholder Communications, Inc., Telephone Number:
1-800-561-3947.</B></FONT></P>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><BR>
Dated: April 1, 2005 </TD>
<TD WIDTH=50%>Edward J. Veilleux<BR>
Secretary</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=3><B>APPENDIX A<BR>
<BR>
INVESTMENT ADVISORY AGREEMENT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AGREEMENT, dated as of May 26, 2005 between The Swiss Helvetia Fund, Inc., a
Delaware corporation ("Fund"), and Hottinger Capital Corp., a Delaware
corporation ("HCC").</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
WHEREAS, the Fund is a non-diversified closed-end investment management company
registered under the Investment Company Act of 1940, as amended (the &quot;1940
Act&quot;), and HCC is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
WHEREAS, at a Board of Directors Meeting held on March 17, 2005, it was the
unanimous decision of the Board of Directors, including the unanimous decision
of the Board members of the Fund who are not &quot;interested persons&quot; (as
such term is defined in the 1940 Act), to continue to retain HCC to render
certain specified investment advisory services to the Fund on the terms set
forth herein and HCC is willing to render such services; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, WITNESSETH: That it is hereby agreed to between the parties hereto as
follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Investment Advisor</U>. HCC, in accordance
with the Fund's stated investment objectives, policies and limitations, and
subject to the supervision of the Fund's Board of Directors, will have sole
investment discretion for the Fund, will make all decisions affecting the Fund's
portfolio and will transmit purchase and sale orders and select brokers and
dealers to execute portfolio transactions on behalf of the Fund.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Fees and Expenses</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fund will pay HCC an annual advisory fee
hereunder of 1.0% of the Fund's average monthly net assets up to U.S. $60
million, 0.90% of such assets between U.S. $60 million and U.S. $100 million,
0.80% of such assets between U.S. $100 million and U.S. $200 million, 0.70% of
such assets between U.S. $200 million and U.S. $300 million, 0.65% of such
assets between U.S. $300 million and U.S. $400 million, 0.60% of such assets
between U.S. $400 million and U.5. $500 million, 0.55% of such assets between
U.S. $500 million and U.S. $600 million, and 0.50% of such assets in excess of
U.S. $600 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.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC shall bear all expenses of its employees
and overhead incurred by it in connection with its duties under this Agreement.
HCC will also pay all salaries and fees of the Fund's directors and officers who
are &quot;interested persons&quot; (as such term is defined in the 1940 Act) of
HCC. The Fund will indemnify HCC for all taxes (other than income taxes),
duties, charges, fees and expenses (including, without limitation, broker fees,
dealer fees, clearing bank fees and legal fees) HCC incurs in connection with
the services provided under this Agreement. The obligations contained in this
clause shall survive the termination of this Agreement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Payments to HCC shall be made in U.S. Dollars
by wire transfer as follows:</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Chase Manhattan Bank, N.A.<BR>
ABA Number: 021000021<BR>
For the Account of:<BR>
United States Trust Company of New York<BR>
11 West 54th Street<BR>
New York, NY 10019<BR>
Account Number: 920-1-073195<BR>
In favor of: Hottinger Capital Corp.<BR>
Account Number: 20-9506-8</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Liability</U>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither HCC 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 HCC 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. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC does not assume responsibility for the acts
or omissions of any other person.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC 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).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Services Not Exclusive</U>. It is understood
that the services of HCC are not deemed to be exclusive, and nothing in this
Agreement shall prevent HCC or any of its affiliates 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 HCC 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 HCC to be equitable to such
clients.</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice</U>. 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 (1) to the
Fund, c/o Edward J. Veilleux, Secretary, 5 Brook Farm Court, Hunt Valley,
Maryland 21030; and (2) to HCC c/o Rudolf Millisits, Executive Vice President,
1270 Avenue of the Americas, Suite 400, New York, New York 10020.</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous</U>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall become effective on the
date first set forth above, such date being the date on which this Agreement has
been executed following the approval of the stockholders of the Fund. If not
sooner terminated, this Agreement shall continue for an initial period ending on
July 1, 2006, 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 HCC 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 HCC, or by HCC
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. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be construed in accordance
with the laws of the State of New York and the 1940 Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing herein shall be construed as
constituting HCC as agent of the Fund.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any notice or other communication required to
be given pursuant to this Agreement shall be in writing and shall be effective
upon receipt. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HCC 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. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Terms used in this Agreement are to have the
same meaning and be construed according to the provisions of the 1940 Act and
the Fund's Registration Statement filed with the Securities and Exchange
Commission on June 9, 1987, as amended. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written. </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>THE SWISS HELVETIA FUND, INC.<BR>
<BR>
<BR>
By:&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Edward J. Veilleux<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Secretary<BR>
<BR>
<BR>
HOTTINGER CAPITAL CORP.<BR>
<BR>
<BR>
By:&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rudolf Millisits<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Executive Vice President </TD>
</TR>
</TABLE>
<PAGE>
<P ALIGN=CENTER><FONT SIZE=3><B>ANNUAL MEETING OF STOCKHOLDERS OF</B> </FONT></P>

<P ALIGN=CENTER><FONT SIZE=5><B>THE SWISS HELVETIA FUND, INC.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>  May 26, 2005</B> </FONT></P>
<BR>
<BR>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>Please date, sign and mail<BR>
your proxy card in the<BR>
evnelope provided as soon<BR>
as possible.</B> </FONT></P>
<BR>
<BR>
<BR>
<BR>

<P ALIGN=CENTER><FONT SIZE=1>Please detach along perforated line and mail in the
envelope provided.</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=100% ALIGN=LEFT><FONT SIZE=1><B>THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" THE ELECTION OF THE CLASS II NOMINEES AND "FOR" APPROVAL OF THE
INVESTMENT ADVISORY AGREEMENT. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
</B></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=1>1. Election of Directors:<BR>
<BR>
<BR>
|_| FOR ALL NOMINEES<BR>
<BR>
<BR>
|_| WITHHOLD AUTHORITY<BR>
&nbsp;&nbsp;&nbsp;&nbsp;FOR ALL NOMINEES<BR>
<BR>
|_| FOR ALL EXCEPT<BR>
&nbsp;&nbsp;&nbsp;(See instrucutions below)  </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=1><BR>
<BR>
<BR>
<B>CLASS II NOMINEES:</B><BR>
&#129; Paul R. Brenner, Esq.<BR>
&#129; Didier Pineau-Valencienne<BR>
&#129; Samuel B. Witt, III, Esq.</FONT>
</TD>
<TD WIDTH=5%><FONT SIZE=1>2.</FONT></TD>
<TD WIDTH=35%><FONT SIZE=1>To Approve the Investment Advisory<BR>
Agreement between The Swiss Helvetia<BR>
Fund, Inc., and Hottinger Capital Corp.<BR>
<BR>
In their discretion, the persons named as proxies on the front of this card are
authorized to vote upon such other matters as may properly come before the
Annual Meeting and at any adjournment or postponement thereof, and for the
election of a person to serve as a director if any of the above nominees is
unable to serve.<BR>
<BR>
This proxy, when properly executed and returned in the enclosed envelope, will
be voted in the manner directed herein by the undersigned stockholder.<B> If no
direction is given, this proxy will be voted FOR the election of the three
Nominees as Class II Directors and FOR the approval of the Investment Advisory
Agreement. This proxy also will be voted in the discretion of the proxies upon
such other matters as may properly come before the Meeting and at any
adjournment or postponement thereof.</B><BR>
<BR>
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.<BR>
</FONT></TD>
<TD WIDTH=10%><FONT SIZE=1>FOR&nbsp;AGAINST&nbsp;ABSTAIN<BR>
&nbsp;&nbsp;|__|&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|
</FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><FONT SIZE=1><B><U>INSTRUCTION:</U></B></FONT> </TD>
<TD WIDTH=40%><FONT SIZE=1>To withhold authority to vote for any individual
nominee(s), mark <B>FOR ALL EXCEPT</B>" and fill in the circle next to each
nominee you wish to withhold, as shown here:</FONT> &#129;
</TD>
<TD WIDTH=50% ALIGN=LEFT></TD>
</TR>
</TABLE>
<HR SIZE=1 WIDTH=50% ALIGN=LEFT><BR>
<BR>
<BR>
<BR>
<HR SIZE=1 WIDTH=50% ALIGN=LEFT>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><FONT SIZE=1>To change the address on your account,
please check the box at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on the account may not
be submitted via this method.</FONT> </TD>
<TD WIDTH=10% ALIGN=RIGHT><BR>
|__|</TD>
<TD WIDTH=50%>
</TD>
</TR>
</TABLE>
<HR SIZE=1 WIDTH=50% ALIGN=LEFT>
<P ALIGN=LEFT><FONT SIZE=1>Signature of Stockholder_____________________________&nbsp;&nbsp;
Date:_________________&nbsp;&nbsp; Signature of Stockholder____________________________&nbsp;&nbsp;
Date:_________________&nbsp;&nbsp;
</FONT></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=1></FONT> </TD>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=1><B>Note:</B></FONT></TD>
<TD WIDTH=90%><FONT SIZE=1>Please sign exactly as your name or names appear on
this Proxy. When shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full
title as such. if the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
</FONT></TD>
</TR>
</TABLE>
<PAGE>
<P ALIGN=CENTER><FONT SIZE=3><B>THE SWISS HELVETIA FUND, INC.<BR>
1270 Avenue of the Americas<BR>
New York, New York 10020</B>
</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE SWISS HELVETIA FUND,<BR>
INC. PURSUANT TO A SEPARATE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY<BR>
STATEMENT, DATED APRIL 1, 2005, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED</B> </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=5><B>P<BR>
R<BR>
O<BR>
X<BR>
Y</B></FONT> </TD>
<TD WIDTH=90%>
The undersigned hereby appoints Rudolf Millisits and Edward J.
Veilleux, and each of them, the true and lawful attorneys and proxies, each with
the power of substitution, for and in the name, place and stead of the
undersigned 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 28, 2005 at the Annual Meeting
of Stockholders to be held at 11:30 a.m. on May 26, 2005 at The Drake Swissotel,
440 Park Avenue, Manhattan East Room (2nd Floor), New York, New York 10022 or
any adjournment or postponement thereof.
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT SIZE=3><B>(Continued and to be signed on the reverse side)</B></FONT></P>
<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>ANNUAL MEETING OF STOCKHOLDERS OF<BR>
<BR>
THE SWISS HELVETIA FUND, INC.<BR>
<BR>
Thursday, May 26, 2005</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1 SHADE>
<TR VALIGN=TOP>
<TD WIDTH=100% ALIGN=CENTER><B>PROXY VOTING INSTRUCTIONS</B></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>
<B><U>MAIL</U></B> - Date, sign and mail your proxy card in the<BR>
envelope provided as soon as possible<BR>
<CENTER>- or -</CENTER><BR>
<B><U>TELEPHONE</U></B> - Call toll-free <B>1-800-PROXIES</B><BR>
(1-800-776-9437) from any touch-tone telephone and<BR>
follow the instructions. Have your proxy card available<BR>
when you call.<BR>
<B><CENTER>- or -</CENTER></B><BR>
<B><U>INTERNET</U></B> - Access "<B>www.voteproxy.com</B>" and follow the<BR>
on-screen instructions. Have your proxy<BR>
card available when you access the web page.
</TD>
<TD WIDTH=50%><BR>
<BR>
<BR>
<B>COMPANY NUMBER<BR>
<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
ACCOUNT NUMBER</B><BR>
<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>You may enter your voting instructions at
1-800-PROXIES or www.voteproxy.com up until 11:59PM Eastern Time on May 25,
2005.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=1>Please detach along perforated line and mail in the
envelope provided.</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=100% ALIGN=LEFT><FONT SIZE=1><B>THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" THE ELECTION OF THE CLASS II NOMINEES AND "FOR" APPROVAL OF THE
INVESTMENT ADVISORY AGREEMENT. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
</B></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=1>1. Election of Directors:<BR>
<BR>
<BR>
|_| FOR ALL NOMINEES<BR>
<BR>
<BR>
|_| WITHHOLD AUTHORITY<BR>
&nbsp;&nbsp;&nbsp;&nbsp;FOR ALL NOMINEES<BR>
<BR>
|_| FOR ALL EXCEPT<BR>
&nbsp;&nbsp;&nbsp;(See instrucutions below)  </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=1><BR>
<BR>
<BR>
<B>CLASS II NOMINEES:</B><BR>
&#129; Paul R. Brenner, Esq.<BR>
&#129; Didier Pineau-Valencienne<BR>
&#129; Samuel B. Witt, III, Esq.</FONT>
</TD>
<TD WIDTH=5%><FONT SIZE=1>2.</FONT></TD>
<TD WIDTH=35%><FONT SIZE=1>To Approve the Investment Advisory<BR>
Agreement between The Swiss Helvetia<BR>
Fund, Inc., and Hottinger Capital Corp.<BR>
<BR>
In their discretion, the persons named as proxies on the front of this card are
authorized to vote upon such other matters as may properly come before the
Annual Meeting and at any adjournment or postponement thereof, and for the
election of a person to serve as a director if any of the above nominees is
unable to serve.<BR>
<BR>
This proxy, when properly executed and returned in the enclosed envelope, will
be voted in the manner directed herein by the undersigned stockholder.<B> If no
direction is given, this proxy will be voted FOR the election of the three
Nominees as Class II Directors and FOR the approval of the Investment Advisory
Agreement. This proxy also will be voted in the discretion of the proxies upon
such other matters as may properly come before the Meeting and at any
adjournment or postponement thereof.</B><BR>
<BR>
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.<BR>
</FONT></TD>
<TD WIDTH=10%><FONT SIZE=1>FOR&nbsp;AGAINST&nbsp;ABSTAIN<BR>
&nbsp;&nbsp;|__|&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|</FONT>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><FONT SIZE=1><B><U>INSTRUCTION:</U></B></FONT> </TD>
<TD WIDTH=40%><FONT SIZE=1>To withhold authority to vote for any individual
nominee(s), mark <B>FOR ALL EXCEPT</B>" and fill in the circle next to each
nominee you wish to withhold, as shown here:</FONT> &#129;
</TD>
<TD WIDTH=50% ALIGN=LEFT></TD>
</TR>
</TABLE>
<HR SIZE=1 WIDTH=50% ALIGN=LEFT><BR>
<BR>
<BR>
<BR>
<BR>
<HR SIZE=1 WIDTH=50% ALIGN=LEFT>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><FONT SIZE=1>To change the address on your account,
please check the box at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on the account may not
be submitted via this method.</FONT> </TD>
<TD WIDTH=10% ALIGN=RIGHT><BR>
|__|</TD>
<TD WIDTH=50%>
</TD>
</TR>
</TABLE>
<HR SIZE=1 WIDTH=50% ALIGN=LEFT>
<P ALIGN=LEFT><FONT SIZE=1>Signature of Stockholder_____________________________&nbsp;&nbsp;
Date:_________________&nbsp;&nbsp; Signature of Stockholder____________________________&nbsp;&nbsp;
Date:_________________&nbsp;&nbsp;
</FONT></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=1></FONT> </TD>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=1><B>Note:</B></FONT></TD>
<TD WIDTH=90%><FONT SIZE=1>Please sign exactly as your name or names appear on
this Proxy. When shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full
title as such. if the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
</FONT></TD>
</TR>
</TABLE>



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