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:
/ / Preliminary Proxy Statement
/X/ 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):
/ / $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:
_________________________________________________________________
/X/ 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>
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 7, 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,
/s/ Robert I. Kleinberg
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
------------
Valid Signature
Corporate Accounts ---------------
- ------------------
(1) ABC Corp. . . . . . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer . . . . . . . . John Doe
(4) ABC Corp. Profit Sharing Plan . . . . . John Doe, Trustee
Trust Accounts
- --------------
(1) ABC Trust . . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/ 12/28/78 . . . . . . . . . . . . Jane B. Doe
Custodial or Estate Accounts
- ----------------------------
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA . . . . . John B. Smith
(2) John B. Smith . . . . . . . . . . . . . . John B. Smith, Jr., Executor
<PAGE>
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 7, 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:
<PAGE>
<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 <F1>
- ------------------------------------------------------------ ---------------- ------- --------------------------------------
<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 the 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>
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 <F1>
- -------------------------------------------------------------- ---------------- ------- --------------------------------------
<S> <C> <C> <C>
Directors serving until 1997 Annual Meeting of Stockholders
Robert I. Kleinberg<F2>, 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 the Audit Committee; President, Centro
de Investigacion Para el Desarrollo, A.C. (Center of 0
Research for Development) (1981-Present). 1994 41
<PAGE>
Directors serving until 1998 Annual Meeting of Stockholders
Alan H. Rappaport<F2>, 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 the 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]
<F1> 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.
<F2> "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.
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
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
<PAGE>
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
5,724,824 shares, equal to 97.4% 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. 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.
<PAGE>
<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
- ------------------------- ------------- ------------------- ------------------- ------------------- -------------------
Directorships <F1> Directorships <F1> Directorships <F1> Directorships <F1>
<S> <C> <C> <C> <C> <C>
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]
<F1> 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 ("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
<PAGE>
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. Services provided by BAI would be
provided by Advantage and OpCap. 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 0.10% 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 focused primarily on the scope and quality of the services
provided by OpCap, comparative fee and expense data, and OpCap's performance to
date with respect to the Fund. The Board 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 addition, the Board reviewed the
<PAGE>
business organization and investment management experience of OpCap and its
financial resources and profitability. 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. In addition, had the proposed increase in investment advisory
fees been effective during the prior fiscal year, Advantage would have retained
an additional $75,515 in fees during the fiscal year ended August 31,
representing a 25% increase in advisory fees retained by Advantage. 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 June 9, 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 7, 1996
<PAGE>
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 7, 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 attend 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.
