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 Troy M. Statczar, Assistant Treasurer, each of whom is an employee of Forum Financial Group, LLC.

          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 public auditor, Deloitte & Touche LLP, the Fund's Administrator and Accountant, Forum Administrative Services LLC and Forum Accounting Services LLC, respectively, Fund Management and legal counsel.

          The current members of the Audit Committee are Messrs. Pineau-Valencienne, West 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 auditor'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, 2003. The Audit Committee Charter is attached as Appendix A to this Proxy Statement.

          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 (a copy of which is attached as Appendix B to this Proxy Statement), including character and integrity, business and professional experience, 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 "Stockholder Proposals" 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 "independent" as defined by the New York Stock Exchange. The Governance/Nominating Committee held four meetings during the year ended December 31, 2003.

          Prior to May 2003, the Board of Directors had a Litigation Committee whose members were Messrs. Gabus, Pineau-Valencienne, West and Witt. The principal function of the Litigation Committee was to seek to address any potential conflicts of interest between the Fund and HCC in connection with any potential or existing litigation or other legal proceeding relating to securities held by both the Fund and HCC or another client of HCC. The Litigation Committee held two meetings during 2003 before it was discontinued in May 2003.

          During the year ended December 31, 2003, the Board of Directors met four times, all of which were regularly scheduled meetings. 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 2003 Annual Stockholders Meeting.

          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 $104,931 from the Fund in 2003. Hottinger & Cie (Zurich), the parent of the Fund's Investment Advisor, and certain of its affiliated companies effect brokerage transactions for managed accounts through CSG entities. The Fund has, from time to time prior to 2002, also effected brokerage transactions in Swiss equities through a CSG unit in Switzerland, which received brokerage compensation from the Fund of $1,194 in 2001.

          Each Non-Interested Director of the Fund or its Investment Advisor, HCC, was paid a 2003 annual fee of approximately $15,983 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 $17,581 (in lieu of the approximate $15,983 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 October 1, in proportion to the increase in the Consumer Price Index "All Items Price Index – National," 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. During the year ended December 31, 2003, all incumbent Non-Interested Directors as a group received from the Fund aggregate remuneration amounting to $163,141 and individual remuneration (exclusive of reimbursed expenses), as follows:

                                                               Pension or
                                                               Retirement                        Total
                                                               Benefits        Estimated         Compensation
                                             Aggregate         Accrued As      Annual            From Fund and
              Name of Person                 Compensation      Part of Fund    Benefits Upon     Fund Complex
              and Position                   From Fund         Expenses        Retirement        Paid to Directors
--------------------------------------------------------------------------------------------------------------------
Claude W. Frey, Director                       $22,463             $0               $0                $22,463
--------------------------------------------------------------------------------------------------------------------
Eric R. Gabus, Director,                       $26,475             $0               $0                $26,475
Chairman of the Governance/Nominating
Committee
--------------------------------------------------------------------------------------------------------------------
Claude Mosseri-Marlio, Director                $27,989             $0               $0                $27,989
--------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne, Director            $27,713             $0               $0                $27,713
--------------------------------------------------------------------------------------------------------------------
Stephen K. West, Esq., Director                $29,213             $0               $0                $29,213
--------------------------------------------------------------------------------------------------------------------
Samuel B. Witt, III, Esq., Director,           $29,285             $0               $0                $29,285
Chairman of the Audit and Litigation
Committees
--------------------------------------------------------------------------------------------------------------------
           TOTAL REMUNERATION:                 $163,141            $0               $0               $163,141
                                               ========            ==               ==               ========
--------------------------------------------------------------------------------------------------------------------

Messrs. Sullivan & Cromwell who have served as counsel to the Non-Interested Directors since 1987 received approximately $63,606 for legal services rendered and disbursements incurred during 2003. 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.

ADDITIONAL INFORMATION RELATING TO THE FUND

Section 16(a) Beneficial Ownership Reporting Compliance

          Under the securities laws of the United States, the Fund's Directors, its Executive (and certain other) Officers, its Investment Advisor and affiliated persons of its Investment Advisor and any 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 2003. 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, 2003.

Security Ownership of Certain Beneficial Owners

          As of December 31, 2003, no stockholder, to the knowledge of Management, other than Wachovia Corporation, One Wachovia Center, Charlotte, North Carolina 28288, and Lazard Frères & Co. 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 11, 2004, a beneficial ownership report on Schedule 13G with the Securities and Exchange Commission stating that as of December 31, 2003 it beneficially owned 1,572,246 shares of Common Stock, and Lazard Frères & Co. LLC, on behalf of its advisory clients, filed on February 17, 2004, a beneficial ownership report on Schedule 13G with the Securities and Exchange Commission stating that as of December 31, 2003, it beneficially owned 1,314,600 shares of Common Stock. Based on such filings, these holdings represented approximately 6.50 percent and 5.40 percent of the Fund's outstanding shares, respectively, as of December 31, 2003.

SELECTION OF INDEPENDENT PUBLIC AUDITOR

          At a meeting held on March 22, 2004, the Audit Committee of the Fund approved, and the Board of Directors approved and ratified, Deloitte & Touche LLP ("D&T") to act as the independent public auditor for the Fund for the year ending December 31, 2004. Based principally on representations from D&T, the Fund knows of no direct financial or material indirect financial interest of D&T in the Fund. D&T, or a predecessor firm, has served as the independent public auditor for the Fund since 1987.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by D&T for the audit of the Fund's annual financial statements, or services that are normally provided by the independent auditors in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $35,000 in 2002 and $34,500 in 2003.

(b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services rendered by D&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. In addition, there were no fees billed in the Reporting Periods for non-audit assurance and related services rendered by D&T to the Fund's Investment Advisor and any entity controlling, controlled by or under common control with the Investment Advisor that provides ongoing services to the Fund ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Fund's Audit Committee.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by D&T for tax compliance, tax advice and tax planning ("Tax Services") were $1,000 in 2002 and $0 in 2003. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by D&T, other than the services reported in paragraphs (a) through (c) above, were $0 in 2002 and $17,600 in 2003. These services consisted of a review of the Fund's internal controls.

Audit Committee Pre-Approval Policies. The Fund's Audit Committee pre-approves D&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&T's independence.

Non-Audit Fees. The aggregate non-audit fees billed by D&T for services rendered to the Fund for the Reporting Periods were $1,000 in 2002 and $17,600 in 2003. There were no fees billed in the Reporting Periods for non-audit services rendered by D&T to Service Affiliates.

Auditor Independence. 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&T's independence.

          No representative of D&T is expected to be present at the Meeting.

REPORT OF AUDIT COMMITTEE

          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 is attached to this Proxy Statement as Appendix "A." 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 public auditor, D&T, is responsible for auditing the Fund's financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

          In the performance of its oversight function, the Committee has considered and discussed the December 31, 2003 audited financial statements with Management and with D&T. The Committee has also discussed with D&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&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&T to the Fund is compatible with maintaining the auditor's independence, and has discussed with D&T the auditor's independence.

          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&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 control 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 auditors are, in fact, "independent".

          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, 2003, as filed with the Securities and Exchange Commission.

           Submitted by the Audit Committee of the Fund's Board of Directors

Didier Pineau-Valencienne
Stephen K. West, Esq.
Samuel B. Witt, III, Esq.

Dated: March 22, 2004