Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
The Czech Republic Fund, Inc.
(Name of Registrant as Specified In Its charter)
Payment of Filing Fee (check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statements
number, or the Form or Schedule and the date of its filing.
<PAGE>
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
<PAGE>
PRELIMINARY COPY
The Czech Republic Fund, Inc.
Oppenheimer Tower, One World Financial Center,
200 Liberty Street, New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October , 1996
To the Stockholders:
The Annual Meeting of Stockholders of The Czech Republic Fund, Inc. (the
"Fund") will be held at Oppenheimer Tower, One World Financial Center, 200
Liberty Street, New York, New York on the 40th floor, on Friday, November 15,
1996, at 10:00 a.m., for the purposes of considering and voting upon:
1. The election of directors (Proposal 1).
2. The approval of a new Investment Advisory Agreement among
Advantage Advisers, Inc., the Fund's investment manager, OpCap Advisors
(formerly Quest for Value Advisors), the Fund's investment adviser, and
the Fund (Proposal 2).
3. The ratification of the selection of Price Waterhouse LLP as
the independent accountants of the Fund for the year ending August 31,
1997 (Proposal 3).
4. Any other business that may properly come before the meeting.
The close of business on September 16, 1996 has been fixed as the
record date for the determination of stockholders entitled to notice of
and to vote at the meeting.
<PAGE>
As described in the accompanying proxy statement, stockholders are
being asked to approve a new Investment Advisory Agreement with OpCap
Advisors. OpCap Advisors, the Fund's investment adviser, would assume
responsibility for certain advisory services that have been provided to
date by BAI Fondsberatung GmbH, which has resigned as regional adviser
to the Fund effective as of the meeting. BAI is expected to continue
to provide local insight to the Fund from time to time through its
brokerage services. While approval of the new Investment Advisory
Agreement would increase the level of investment advisory
fees paid by Advantage Advisers, Inc. to OpCap Advisors, the overall
investment advisory fees paid by the Fund would remain the same.
By Order of the Board of Directors,
Robert I. Kleinberg
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU to
indicate voting instructions on the enclosed proxy card, date and sign
it and return it promptly in the envelope provided, no matter how large
or small your holdings may be.
<PAGE>
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
Registration
Corporate Accounts Valid Signature
(1) ABC Corp. . . . . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp. . . . . . . . . . . . . . . John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan . . . . John Doe, Trustee
Trust Accounts
(1) ABC Trust . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee . . . . . . . . . Jane B. Doe
u/t/d/ 12/28/78
Custodial or Estate Accounts
(1) John B. Smith, Cust. . . . . . . . . . John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith . . . . . . . . . . . . . John B. Smith, Jr., Executor
<PAGE>
PRELIMINARY COPY
The Czech Republic Fund, Inc.
Oppenheimer Tower, One World Financial Center,
200 Liberty Street, New York, New York 10281
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by
the Board of Directors of The Czech Republic Fund, Inc. (the "Fund") of
proxies to be used at the Annual Meeting of Stockholders of the Fund (the
"Annual Meeting") to be held at Oppenheimer Tower, One World Financial Center,
200 Liberty Street, New York, New York on the 40th floor, on Friday, November
15, 1996 at 10:00 a.m. (and at any adjournment or adjournments thereof) for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This proxy statement and the accompanying form of proxy are
first being mailed to stockholders on or about October 30, 1996.
Stockholders who execute proxies retain the right to revoke them in person at
the Annual Meeting or by written notice received by the Secretary of the Fund
at any time before they are voted. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR Proposals 1, 2 and 3. The close of business on
September 16, 1996 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Each
stockholder is entitled to one vote for each full share and an appropriate
fraction of a vote for each fractional share held. On the record date there
were 5,870,913 shares of Common Stock outstanding.
The Fund will furnish, without charge, copies of the Fund's Annual Report
for the year ended August 31, 1995 and the Semi-Annual Report for the six
months ended February 29, 1996 to any shareholder upon request. Requests
should be directed to Robert I. Kleinberg, Secretary, The Czech Republic Fund,
Inc., Oppenheimer Tower, One World Financial Center, 200 Liberty Street, New
York, New York 10281, telephone: 1-800-421-4777.
In the event that a quorum is not present at the Annual Meeting, or in
the event that a quorum is present but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose
one or more adjournments of the Annual Meeting to a date not more than 120
days after the original record date to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the Annual Meeting in person or
by proxy. The persons named as proxies will vote those proxies which they
are entitled to vote FOR or AGAINST any such proposal in their discretion.
A stockholder vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes have
been received for approval. Under the By-Laws of the Fund, a quorum is
constituted by the presence in person or by proxy of the holders of
record of a majority of the outstanding shares of Common Stock of
the Fund entitled to vote at the Annual Meeting.
<PAGE>
Advantage Advisers, Inc. ("Advantage" or the "Investment Manager"),
whose principal business address is Oppenheimer Tower, One World Financial
Center, 200 Liberty Street, New York, New York 10281, is the Fund's
investment manager. OpCap Advisors, formerly known as Quest for Value
Advisors ("OpCap" or the "Investment Adviser"), whose principal business
address is Oppenheimer Tower, One World Financial Center, 200 Liberty
Street, New York, New York 10281, is the Fund's investment adviser.
Proposal 1: Election of Directors
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Annual
Meeting, stockholders will be asked to elect two Class I Directors to hold
office until the 1999 Annual Meeting of Stockholders or thereafter when their
successors are elected and qualified. The term of office of the Class II
Directors, Messrs. Kleinberg and Rubio, expires at the Annual Meeting of
Stockholders in 1997, and the term of office of the Class III Directors,
Messrs. Rappaport and Belica, expires at the Annual Meeting of Stockholders
in 1998, or thereafter in each case when their respective successors are
elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by
delaying the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at
the Annual Meeting (unless directed not to vote) FOR the election of the
nominees listed below. Each nominee has indicated that he or she will
serve if elected, but if any nominee should be unable to serve, the proxy
will be voted for any other person determined by the persons named in the
proxy in accordance with their judgment. Each of the nominees has been
previously elected to the Board of Directors by shareholders.
The following table provides information concerning the nominees for
election as directors:
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly
or Indirectly, on
Nominees and Principal Occupations During the Past Five Years Director Since Age September 16, 1996 <F(A)>
<S> <C> <C> <C>
Nominees to serve until 1999 Annual Meeting of Stockholders
Leslie H. Gelb, Member of the Audit Committee;
President, The Council on Foreign Relations (1993-
Present); Columnist (1991-1993), Deputy Editorial
Page Editor (1986-1990) and Editor, Op-Ed Page
(1988-1990), The New York Times. 1994 59 0
Wendy W. Luers, Member of Audit Committee; Founder and
President, The Foundation for a Civil Society, New York,
Prague, Bratislava (a non-profit foundation which sponsors
various organizations and programs in the Czech and Slovak
Republics); Contributing Editor, Vanity Fair (1989-1995). 1994 56 500
</TABLE>
<PAGE>
The following table provides information concerning the directors serving
until the 1997 and 1998 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly
or Indirectly, on
Directors and Principal Occupations During the Past Five Years Director Since Age September 16, 1996 <F(A)>
<S> <C> <C> <C>
Directors serving until 1997 Annual Meeting of Stockholders
Robert I. Kleinberg<F*>, President and Secretary;
Executive Vice President (1982-Present), Secretary
(1981-Present) and General Counsel (1980-Present),
Oppenheimer & Co., Inc.; Director and Secretary,
Advantage Advisers, Inc. 1994 59 1,357
Luis Rubio, Member of Audit Committee; President,
Centro de Investigacion Para el Desarrollo, A.C. 0
(Center of Research for Development) (1981-Present). 1994 41
Directors serving until 1998 Annual Meeting of Stockholders
Alan H. Rappaport<F*>, Chairman; Executive Vice
President (1994-Present) and Managing Director
(1986-1994), Oppenheimer & Co., Inc.; Director and
President, Advantage Advisers, Inc. (1993-Present). 1994 43 1,370
Paul Belica, Chairman of Audit Committee; Director,
Deck House, Inc. (1976-Present); Director, Senior
Vice President and Managing Director, Smith Barney,
Harris Upham & Co. (1977-1988). 1994 75 0
</TABLE>
____________________
[FN]
* "Interested person" as defined in the Investment Company
Act of 1940 (the "1940 Act") because of a relationship with
Advantage Advisers, Inc. ("Advantage"), the Fund's
investment manager.
[FN]
(A) The holdings of no director represented more than 1% of the
outstanding shares of the Fund. Each director has sole voting and
investment power with respect to the listed shares.
Each of Messrs. Gelb, Kleinberg, Rubio and Rappaport serves as a
director of certain other U.S. registered investment companies, as
described below. Mr. Kleinberg is a director of one other registered
investment company co-advised by Advantage and OpCap. Messrs.
Rappaport and Gelb are directors of two registered investment
companies advised by both Advantage and BZW Investment
<PAGE>
Management Inc. and four registered investment companies advised by both
Advantage and Salomon Brothers Asset Management Inc. Messrs. Rappaport and
Mr. Rubio are directors of one other registered investment company advised
by Advantage. Mr. Rubio is also an individual general partner of Augusta
Partners, L.P., a registered closed-end investment company managed by an
affiliate of Oppenheimer & Co., Inc.
At September 16, 1996, directors and officers of the Fund as a group
owned beneficially less than 1% of the outstanding shares of the Fund. No
person owned of record, or to the knowledge of management owned
beneficially, more than 5% of the Fund's outstanding shares at that date,
except that Cede & Co., a nominee for participants in Depository Trust
Company, held of record __________ shares, equal to ___% of the
outstanding shares of the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. Rappaport and Kleinberg, the current
executive officers of the Fund are:
Officer
Name Office Age Since
Dennis E. Feeney Treasurer 44 1994
Mr. Feeney is Executive Vice President (1995-Present), Chief Financial
Officer (1994-Present) and Controller (1986-1994), Oppenheimer & Co., Inc.
Messrs. Rappaport, Kleinberg and Feeney also serve as officers of various
other registered investment companies advised by Advantage.
The Fund's Audit Committee is composed of Messrs. Belica, Gelb and
Rubio and Ms. Luers. The principal functions of the Audit Committee are to
recommend to the Board the appointment of the Fund's independent accountants,
to review with the independent accountants the scope and anticipated cost of
their audit and to receive and consider a report from the independent
accountants concerning their conduct of the audit, including any comments or
recommendations they might want to make in that connection. This Committee
met three times during the year ended August 31, 1996. The Fund has no
nominating or compensation committees.
During the fiscal year ended August 31, 1996, the Board of Directors met
11 times. Each director attended at least 75% of the meetings of the Board or
the Committee of the Board for which he or she was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund as well as by the various other
investment companies advised by Advantage and/or OpCap. The following table
provides information concerning the approximate compensation paid during the
year ended August 31, 1996 to each director of the Fund. Please note that
the Fund does not provide any pension or retirement benefits to directors.
<PAGE>
In addition, no remuneration was paid during the year ended August 31, 1996
by the Fund to either Mr. Rappaport or Mr. Kleinberg, who as officers or
employees of Advantage and Oppenheimer & Co., Inc., are interested persons
as defined under the 1940 Act.
<TABLE>
<CAPTION>
Total Compensation
from Other Funds Total Compensation
Aggregate Co-Advised by from Other Funds Total Compensation
Compensation Advantage and Advised by from Other Funds
Name of Director from Fund OpCap Advantage Advised by OpCap Total Compensation
<S> <C> <C> <C> <C> <C>
Directorships Directorships Directorships Directorships
<F(A)> <F(A)> <F(A)> <F(A)>
Paul Belica $8,400 $0 $0 $0 $ 8,400(1)
Leslie H. Gelb $6,800 0 48,800(6) 0 55,600(7)
Wendy W. Luers 8,200 0 0 0 8,200(1)
Luis Rubio 8,400 0 7,800(1) 0 16,200(2)
</TABLE>
____________________
[FN]
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f)
of the 1940 Act in combination require the Fund's directors and officers,
persons who own more than ten percent of the Fund's Common Stock, Advantage,
OpCap, BAI, and their respective directors and officers, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that
all relevant persons have complied with applicable filing requirements
during the fiscal year ended August 31, 1996.
Required Vote
Directors are elected by a plurality of the votes cast by the holders
of shares of Common Stock of the Fund present in person or represented by
proxy at a meeting with a quorum present. For purposes of the election of
directors, abstentions and broker non-votes will not be considered votes
cast, and do not affect the plurality vote required for directors.
Proposal 2: Approval of a new Investment Advisory Agreement with OpCap
At the meeting, stockholders will be asked to approve a new investment
advisory agreement (the "New Advisory Agreement") among Advantage, OpCap and
the Fund. If approved, OpCap would assume responsibility for certain
advisory services provided to the Fund to date by BAI Fondsberatung GmbH
<PAGE>
("BAI"), which has resigned as regional adviser to the Fund effective
as of the Annual Meeting.
Current Investment Advisory Arrangements
Pursuant to a management agreement (the "Management Agreement") with
the Fund, Advantage supervises the Fund's investment program, including
advising and consulting with OpCap regarding the Fund's overall investment
strategy, and advising the Fund and OpCap regarding any use of leveraging
techniques. In addition, Advantage consults with OpCap on a regular basis
regarding OpCap's decisions concerning the purchase, sale or holding of
particular securities. Advantage also provides and procures provision of
research and statistical data for the Fund, and monitors the performance
of the Fund's outside service providers.
Pursuant to the existing advisory agreement (the "Advisory Agreement")
among Advantage, OpCap and the Fund, OpCap, under the authority delegated
to it by Advantage, has been responsible since commencement of the Fund's
operations for the day-to-day investing of the Fund's portfolio in
accordance with its investment objective and policies. OpCap also makes
available research and statistical data to the Fund. Finally, pursuant
to an advisory agreement (the "Regional Advisory Agreement") among
Advantage, BAI and the Fund, BAI, pursuant to delegated authority, has been
obligated to provide advice and make recommendations to OpCap regarding the
purchase, sale or holding of particular Czech and other Central European
securities and to provide research and statistical data to OpCap.
As compensation for its services, Advantage receives from the Fund a
monthly fee at an annual rate of 1.00% of the Fund's average weekly net
assets, and Advantage has remitted to OpCap and BAI monthly fees at the
annual rate of 0.40% and 0.20%, respectively, of the Fund's average weekly
net assets. Each of the Fund's advisory agreements may be terminated by
the Fund's Board of Directors, the Fund's stockholders or the respective
investment adviser. In addition, Advantage has the ability to terminate
the services of OpCap or BAI. In each case, termination may occur upon
60 days' written notice delivered to each party.
Proposed Changes and Related Board Action
After recent discussions with Advantage, BAI on September 13, 1996
informed the Fund that it intended to resign as regional adviser to the
Fund, effective as of November 15, 1996. At a meeting of the Board
of Directors held on September 13, 1996, Advantage represented to
the Board of Directors that, upon review of the Fund's investment
advisory arrangements, it had determined that the resources and
capabilities of Advantage and OpCap were sufficient for the Fund's
investment operations, and thus that it was not necessary to retain
another advisory entity to replace BAI. Advantage recommended that the
New Advisory Agreement be approved and that the fee remitted by Advantage
to OpCap be increased from 0.40% to 0.50% of average weekly net assets of
the Fund. Under the proposal the amount of the management fee retained
by Advantage pursuant to the Management Agreement would be increased by
.10% of the average weekly net assets of the Fund.
At the September 13, 1996 meeting, the Board of Directors of the
Fund, including all of the directors who are disinterested directors,
voted to approve the proposal, and directed that the New Advisory
Agreement be submitted to stockholders at the Annual Meeting. In
considering whether to approve the New Advisory Agreement and to submit it
to stockholders for their approval, the Board of Directors considered a
number of factors, including the business organization and investment
management experience of OpCap, its financial resources, comparative fee
and expense data, and OpCap's performance to date with respect to the Fund.
The directors also considered the fact that the increase in OpCap's fees
will not result in an overall increase in the investment advisory fees paid
by the Fund. In the event that the New Advisory Agreement is not approved
by stockholders, the Board of Directors will consider the various options
that may be available to the Fund.
The September 13, 1996 meeting of the Board also represented the
initial review of the Fund's advisory arrangements. Each of the Fund's
advisory agreements was initially approved by the Fund's Board of
Directors on September 16, 1994, and the Fund's initial stockholders on
September 20, 1994. As permitted under the 1940 Act, each of the
Agreements was for an initial two-year term, with subsequent one-year terms
subject to Board or stockholder approval. At the meeting the Board
approved the continuance of each of the advisory agreements to prevent
their automatic termination.
The Fund accrued $755,154 in investment management fees payable to
Advantage for the fiscal year ended August 31, 1996, of which $302,063
was paid or payable to OpCap for its services as investment adviser and
$151,031 was paid or payable to BAI for its services as regional adviser.
Had the proposed increase in investment advisory fees been effective during
the prior fiscal year, OpCap would have been entitled to an additional
$75,516 in fees from Advantage during the fiscal year ended August 31,
representing a 25% increase in advisory fees. For the fiscal year ended
August 31, 1996, $151,031 in administration fees were paid or payable to
Oppenheimer & Co., Inc., the parent company of Advantage. Oppenheimer & Co.,
Inc. subcontracts certain of the services it is required to provide PFPC Inc.
Information Regarding OpCap
OpCap is a general partnership of which Oppenheimer Capital, an
investment management firm, holds a 99% interest and Oppenheimer Financial
Corp., a holding company, holds a 1% interest. Oppenheimer Financial Corp.
holds a 33% interest in Oppenheimer Capital, a registered investment
adviser. Oppenheimer Capital, L.P., a Delaware limited partnership whose
units are traded on the New York Stock Exchange and of which Oppenheimer
Financial Corp. is the sole general partner, owns the remaining 67%
interest.
The names of the executive officers of OpCap, their positions with OpCap
and their principal occupations are set forth in the following table. The
business address of each person listed below is 200 Liberty Street, New York,
New York 10281.
<PAGE>
Position with OpCap and
Name Principal Occupation
Joseph M. La Motta Chairman and President of OpCap and President
and Chief Executive Officer of Oppenheimer
Capital
Bernard H. Garil President and Chief Operating Officer of OpCap
and Senior Vice President of Oppenheimer
Capital
Sheldon M. Siegel Chief Financial Officer of OpCap and Treasurer
and Managing Director of Oppenheimer Capital
Thomas E. Duggan Secretary/General Counsel of OpCap and General
Counsel and Managing Director of Oppenheimer
Capital
Deborah Kaback Assistant Secretary of OpCap and Senior Vice
President of Oppenheimer Capital
The address of OpCap, Oppenheimer Capital and their affiliates is 200
Liberty Street, New York, New York 10281.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE NEW INVESTMENT
ADVISORY AGREEMENT WITH OPCAP ADVISORS.
Required Vote
In accordance with the requirements of the 1940 Act, the affirmative
vote of (a) 66 2/3% or more of the shares of the Fund present at the
meeting, if more than 50% of the then outstanding shares are represented
by proxy, or (b) more than 50% of the then outstanding shares of the Fund,
whichever is less, is required for approval of the New Advisory Agreement.
Proposal 3: Ratification of Selection of Independent Accountants
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the year ending August 31, 1997. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by Price Waterhouse LLP that at August 31, 1996
neither the firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP
will be at the Annual Meeting to answer questions concerning the Fund's
financial statements and will have an opportunity to make a statement if he
or she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
<PAGE>
Required Vote
Ratification of the selection of Price Waterhouse LLP as
independent accountants of the Fund requires the affirmative vote of the
holders of a majority of the votes cast by holders of shares of Common
Stock of the Fund present in person or represented by proxy at a meeting
with a quorum present. For purposes of this proposal, abstentions and
broker non-votes will not be considered votes cast for the foregoing
purpose.
Additional Information
Oppenheimer & Co., Inc. ("OpCo") serves as the Fund's administrator.
The address of OpCo is Oppenheimer Tower, One World Financial Center, 200
Liberty Street, New York, New York 10281. OpCo subcontracts certain of its
responsibilities to PFPC Inc. The address of PFPC Inc. is 400 Bellevue
Parkway, Wilmington, Delaware 19809.
Other Business
The Board of Directors of the Fund does not know of any other matter
which may come before the Annual Meeting. If any other matter properly
comes before the Annual Meeting, it is the intention of the persons named
in the proxy to vote the proxies in accordance with their judgment on
that matter.
Proposals to be Submitted by Stockholders
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in
1997 must be received by the Fund for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than May 30, 1997.
Expenses of Proxy Solicitation
The costs of preparing, assembling and mailing material in connection
with this solicitation of proxies will be borne by the Fund. Proxies may
also be solicited personally by officers of the Fund and by regular employees
of Advantage and OpCap or their respective affiliates, or other
representatives of the Fund or by telephone or telegraph, in addition to the
use of mails. Brokerage houses, banks and other fiduciaries may be requested
to forward proxy solicitation material to their principals 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. Corporate
Investor Communications, Inc. has been retained to assist in the solicitation
of proxies at a fee to be paid by the Fund and estimated at $4,000 plus
disbursements.
October , 1996
<PAGE>
PRELIMINARY COPY
THE CZECH REPUBLIC FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS -- NOVEMBER 15, 1996
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Robert I. Kleinberg, Robert A. Blum
and Charles J. DeMarco, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation, to represent
the undersigned at the Annual Meeting of Stockholders of the Fund to be
held at Oppenheimer Tower, One World Financial Center, New York, New York
10281 on Friday, November 15, 1996, at 10:00 a.m., and at any adjournments
thereof, upon the matters set forth in the Notice of Meeting and Proxy
Statement dated October 30, 1996 and upon all other matters properly coming
before said Meeting.
Please indicate your vote by an "X" in the appropriate box on the
reverse side. This proxy, if properly executed, will be voted in the manner
directed by the stockholder. If no direction is made, this proxy will be
voted FOR Proposals 1 (including all nominees for Director), 2 and 3. Please
refer to the Proxy Statement for a discussion of the Proposals.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(including all nominees for Directors), 2 AND 3.
1. Election of Director FOR the nominees WITHHOLD AUTHORITY EXCEPTIONS
listed below to vote for the
nominees.
/ / / / / /
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and strike a line through that nominee's name).
Directors to serve until 1999 Annual Meeting:
Leslie H. Gelb, Wendy W. Luers
2. The approval of a new Investment Advisory Agreement with OpCap Advisors.
FOR / / AGAINST / / ABSTAIN / /
3. The ratification of the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending August 31, 1997.
FOR / / AGAINST / / ABSTAIN / /
4. Any other business that may properly come before the meeting.
5. I will be attending the meeting. / /
Change of Address and/
or Comments Mark Here / /
Note: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your full
title.
Date -------------------------, 1996
------------------------------------
------------------------------------
Signature(s), Title(s), if applicable
Votes MUST be indicated
(x) in Black or Blue ink. /X/
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
