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<PAGE> PAGE 2
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SIGNATURE KATHY THREN
TITLE COUNSEL
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000919898
<NAME> THE CENTRAL EUROPEAN VALUE FUND, INC.
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</TABLE>
SUB-ITEM 77C: EXHIBIT
With respect to Item 77C, instructions to the Form require that
you provide the following information: the date of the meeting at which a
matter has been submitted to a vote of security holders and whether it was an
annual or special meeting; the nature of the matter voted upon; and the number
of affirmative and negative votes cast with respect to that matter.
At a Special Meeting of Shareholders held on October 14, 1997, the
Fund's shareholders approved a new Investment Management Agreement with Value
Advisors LLC and a new Investment Advisory Agreement with Value Advisors LLC
and OpCap Advisors. Regarding the final vote, we received the following
count, however, you should confirm with State Street Bank and Trust Company,
as transfer agent of the Fund, that these numbers are correct:
1. New Management Agreement:
4,508,224 shareholders voted for approval.
78,006 shareholders voted against approval.
155,924 shareholders abstained from voting.
2. New Investment Advisory Agreement:
4,563,761 shareholders voted for approval.
78,988 shareholders voted against approval.
99,405 shareholders abstained from voting.
At the Annual Meeting of Shareholders held on February 20, 1998,
the Fund's shareholders approved (i) modifications to the Fund's policies to
permit the Fund to seek its objective by investing primarily in securities of
Central European Issuers, (ii) implementation of the requirement that the Fund
invest, under normal market conditions, at least 65% of its total assets in
securities of Central European Issuers, (iii) permission for the Fund to
invest in Central and Eastern European countries through subsidiaries, trusts
or similar arrangements, and (iv) an amendment to the Fund's charter to change
the name of the Fund to "The Central European Value Fund, Inc." Regarding the
final vote, we received the following count, however, you should confirm with
State Street Bank and Trust Company, as transfer agent of the Fund, that these
numbers are correct:
1. Change in Fund's investment policy permitting Fund to invest
primarily in securities of Central European Issuers:
3,001,629 shareholders voted for approval.
238,148 shareholders voted against approval.
785,836 shareholders abstained from voting.
2. Requirement that Fund invest, under normal market
conditions, at least 65% of its total assets in securities of Central
European Issuers:
2,965,450 shareholders voted for approval.
269,205 shareholders voted against approval.
790,958 shareholders abstained from voting.
3. Permission for the Fund to invest in Central and Eastern
European countries through subsidiaries, trusts or other similar
arrangements:
2,949,268 shareholders voted for approval.
267,264 shareholders voted against approval.
809,082 shareholders abstained from voting.
4. Change of name to "Central European Value Fund, Inc.":
2,941,431 shareholders voted for approval.
289,782 shareholders voted against approval.
794,400 shareholders abstained from voting.
SUB-ITEM 77Q: EXHIBIT
MANAGEMENT AGREEMENT
Agreement dated and effective as of November 5, 1997 between THE
CZECH REPUBLIC FUND, INC., a Maryland corporation (herein referred to as the
"Fund"), and Value Advisors LLC, a Delaware limited liability company (herein
referred to as the "Investment Manager").
1. Appointment of Investment Manager. The Investment Manager
hereby undertakes and agrees, upon the terms and conditions herein set forth,
to provide overall investment management services for the Fund, and in
connection therewith to (i) supervise the Fund's investment program, including
advising and consulting with the Fund's Board of Directors regarding the
Fund's overall investment strategy; (ii) make, in consultation with the Fund's
Board of Directors, investment strategy decisions for the Fund; (iii) manage
the investing and reinvesting of the Fund's assets; (iv) place purchase and
sale orders on behalf of the Fund; (v)advise the Fund with respect to all
matters relating to the Fund's use of leveraging techniques; (vi) provide or
procure the provision of research and statistical data to the Fund in relation
to investing and other matters within the scope of the investment objective
and limitations of the Fund; (vii) monitor the performance of the Fund's
outside service providers, including the Fund's administrator, transfer agent
and custodian; (viii) be responsible for compliance by the Fund with U.S
Federal, State and other applicable laws and regulations, and (ix) pay the
salaries, fees and expenses of such of the Fund's directors, officers or
employees who are directors, officers or employees of the Investment Manager
or any of its affiliates, except that the Fund will bear travel expenses or an
appropriate portion thereof of directors and officers of the Fund who are
directors, officers or employees of the Investment Manager, to the extent that
such expenses relate to attendance at meetings of the Board of Directors or
any committees thereof. The Investment Manager may delegate any of the
foregoing responsibilities to a third party with the consent of the Fund.
2. Expenses. In connection herewith, the Investment Manager
agrees to maintain a staff within its organization to furnish the above
services to the Fund. The Investment Manager shall bear all expenses arising
out of its duties hereunder.
Except as provided in Section 1 hereof, the Fund shall be
responsible for all of the Fund's expenses and liabilities, including
organizational and offering expenses (which include out-of-pocket expenses,
but not overhead or employee costs of the Investment Manager); expenses for
legal, accounting and auditing services; taxes and governmental fees; dues and
expenses incurred in connection with membership in investment company
organizations; fees and expenses incurred in connection with listing the
Fund's shares on any stock exchange; costs of printing and distributing
shareholder reports, proxy materials, prospectuses, stock certificates and
distribution of dividends; charges of the Fund's custodians and sub-
custodians, administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment plan agents;
payment for portfolio pricing services to a pricing agent, if any;
registration and filing fees of the Securities and Exchange Commission;
expenses of registering or qualifying securities of the Fund for sale in the
various states; freight and other charges in connection with the shipment of
the Fund's portfolio securities; fees and expenses of non-interested directors
or non-interested members of any advisory or investment board, committee or
panel of the Fund; travel expenses or an appropriate portion thereof of
directors and officers of the Fund, or members of any advisory or investment
board, committee or panel of the Fund, to the extent that such expenses relate
to attendance at meetings of the Board of Directors or any committee thereof,
or of any such advisory or investment board, committee or panel; salaries of
shareholder relations personnel; costs of shareholders meetings; insurance;
interest; brokerage costs; and litigation and other extraordinary or non-
recurring expenses.
3. Transactions with Affiliates. The Investment Manager is
authorized on behalf of the Fund, from time to time when deemed to be in the
best interests of the Fund and to the extent permitted by applicable law, to
purchase and/or sell securities in which the Investment Manager or any of its
affiliates underwrites, deals in and/or makes a market and/or may perform or
seek to perform investment banking services for issuers of such securities.
The Investment Manager is further authorized, to the extent permitted by
applicable law, to select brokers (including any brokers affiliated with the
Investment Manager) for the execution of trades for the Fund.
4. Best Execution; Research Services. The Investment Manager
is authorized, for the purchase and sale of the Fund's portfolio securities,
to employ such dealers and brokers as may, in the judgment of the Investment
Manager, implement the policy of the Fund to obtain the best results taking
into account such factors as price, including dealer spread, the size, type
and difficulty of the transaction involved, the firm's general execution and
operational facilities and the firm's risk in positioning the securities
involved. Consistent with this policy, the Investment Manager is authorized
to direct the execution of the Fund's portfolio transactions to dealers and
brokers furnishing statistical information or research deemed by the
Investment Manager to be useful or valuable to the performance of its
investment advisory functions for the Fund. It is understood that in these
circumstances, as contemplated by Section 28(e) of the Securities Exchange Act
of 1934, the commissions paid may be higher than those which the Fund might
otherwise have paid to another broker if those services had not been provided.
Information so received will be in addition to and not in lieu of the services
required to be performed by the Investment Manager. It is understood that the
expenses of the Investment Manager will not necessarily be reduced as a result
of the receipt of such information or research. Research services furnished
to the Investment Manager by brokers who effect securities transactions for
the Fund may be used by the Investment Manager in servicing other investment
companies and accounts which it manages. Similarly, research services
furnished to the Investment Manager by brokers who effect securities
transactions for other investment companies and accounts which the Investment
Manager manages may be used by the Investment Manager in servicing the Fund.
It is understood that not all of these research services are used by the
Investment Manager in managing any particular account, including the Fund.
5. Remuneration. In consideration of the services to be rendered
by the Investment Manager under this Agreement, the Fund shall pay the
Investment Manager a monthly fee in United States dollars on the fifth
business day of each month for the previous month at an annual rate of 1.00%
of the Fund's average weekly net assets. If the fee payable to the Investment
Manager pursuant to this paragraph 5 begins to accrue before the end of any
month or if this Agreement terminates before the end of any month, the fee for
the period from such date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating each
such monthly fee, the value of the Fund's net assets shall be computed at the
time and in the manner specified in the Registration Statement.
6. Representations and Warranties. The Investment Manager
represents and warrants that it is duly registered and authorized as an
investment adviser under the Investment Advisers Act of 1940, as amended, and
the Investment Manager agrees to maintain effective all requisite
registrations, authorizations and licenses, as the case may be, until the
termination of this Agreement.
7. Services Not Deemed Exclusive. The services provided
hereunder by the Investment Manager are not to be deemed exclusive and the
Investment Manager and any of its affiliates or related persons are free to
render similar services to others and to use the research developed in
connection with this Agreement for other clients or affiliates. Nothing
herein shall be construed as constituting the Investment Manager an agent of
the Fund.
8. Limit of Liability. The Investment Manager shall exercise its
best judgment in rendering the services in accordance with the terms of this
Agreement. The Investment Manager shall not be liable for any error of
judgment or mistake of law or for any act or omission or any loss suffered by
the Fund in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Investment Manager against any liability to the Fund or its shareholders
to which the Investment Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement ("disabling conduct"). The Fund will
indemnify the Investment Manager against, and hold it harmless from, any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amounts paid in satisfaction of
judgments, in compromise or as fines or penalties, not resulting from
disabling conduct by the Investment Manager. Indemnification shall be made
only following: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the Investment Manager was not
liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that
the Investment Manager was not liable by reason of disabling conduct by (a)
the vote of a majority of a quorum of directors of the Fund who are neither
"interested persons" of the Fund nor parties to the proceeding ("disinterested
non-party directors"), or (b) an independent legal counsel in a written
opinion. The Investment Manager shall be entitled to advances from the Fund
for payment of the reasonable expenses (including reasonable counsel fees and
expenses) incurred by it in connection with the matter as to which it is
seeking indemnification in the manner and to the fullest extent permissible
under law. Prior to any such advance, the Investment Manager shall provide to
the Fund a written affirmation of its good faith belief that the standard of
conduct necessary for indemnification by the Fund has been met and a written
undertaking to repay any such advance if it should ultimately be determined
that the standard of conduct has not been met. In addition, at least one of
the following additional conditions shall be met: (a) the Investment Manager
shall provide a security in form and amount acceptable to the Fund for its
undertaking; (b) the Fund is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of disinterested non-party directors,
or independent legal counsel, in a written opinion, shall have determined,
based on a review of facts readily available to the Fund at the time the
advance is proposed to be made, that there is reason to believe that the
Investment Manager will ultimately be found to be entitled to indemnification.
9. Duration and Termination. This Agreement shall remain in
effect until November 4, 1999 and shall continue in effect thereafter for
successive annual periods, but only so long as such continuance is
specifically approved at least annually by the affirmative vote of (i) a
majority of the members of the Fund's Board of Directors who are not parties
to this Agreement or "interested persons" (as defined in the Investment
Company Act of 1940 (the "1940 Act")) of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) the Fund's
Board of Directors or the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund or by the Investment Manager, upon 60 days'
written notice delivered to each party hereto, and (b) shall automatically be
terminated in the event of its assignment (as defined in the 1940 Act). Any
such notice shall be deemed given when received by the addressee.
10. Governing Law. This Agreement shall be governed, construed
and interpreted in accordance with the laws of the State of New York,
provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
11. Notices. Any notice hereunder shall be in writing and shall
be delivered in person or by telex or facsimile (followed by delivery in
person) to the parties at the addresses set forth below.
If to the Fund:
The Czech Republic Fund, Inc.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Tel: (212) 667-7422
Fax: (212) 667-4846
Attn: Bernard Garil
If to the Investment Manager:
Value Advisors LLC
c/o PIMCO Funds Distribution Company
2187 Atlantic Street
Stamford, Connecticut 06902
Tel: (203) 352-4900
Fax: (203) 352-4919
Attn: Newton Schott
or to such other address as to which the recipient shall have informed the
other party in writing.
Unless specifically provided elsewhere, notice given as provided above shall
be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such
facsimile or mail is sent.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto caused their duly
authorized signatories to execute this Agreement as of the day and year first
written above.
THE CZECH REPUBLIC FUND, INC.
By:/s/ Deborah Kaback
Name: Deborah Kaback
Title: Secretary
VALUE ADVISORS LLC
By:/s/ Stephen Treadway
Name: Stephen Treadway
Title: Executive Vice President
SUB-ITEM 77Q: EXHIBIT
INVESTMENT ADVISORY AGREEMENT
Value Advisors LLC
c/o PIMCO Funds Distribution Company
2187 Atlantic Street
Stamford, Connecticut 06902
November 5, 1997
OpCap Advisors
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Dear Sirs:
This will confirm the agreement among the undersigned (the
"Investment Manager"), you (the "Investment Adviser") and the Fund (but only
with respect to paragraph 2, subparagraph 3(b) and paragraphs 6, 7, 10 and 11
of this agreement) as follows:
1. The Investment Manager has been employed by The Czech
Republic Fund, Inc. (the "Fund") pursuant to a management agreement dated as
of November 5, 1997 between the Fund and the Investment Manager (the
"Management Agreement"). The Fund is a closed-end, non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund engages in the business of investing and
reinvesting its assets in the manner and in accordance with the investment
objective and limitations specified in the Fund's Articles of Incorporation,
as amended from time to time (the "Charter"), in the Registration Statement on
Form N-2, as in effect from time to time (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "SEC") by the Fund under the
1940 Act and the Securities Act of 1933, as amended, and in such manner and to
such extent as may from time to time be authorized by the Board of Directors
of the Fund. Copies of the documents referred to in the preceding sentence
have been furnished to the Investment Adviser. Any amendments to these
documents shall be furnished to the Investment Adviser.
2. The Investment Manager employs the Investment Adviser,
subject to the direction and control of the directors of the Fund, including
without limitation any approval of the directors of the Fund required by the
1940 Act, to (a) make, in consultation with the Investment Manager and the
Fund's Board of Directors, investment strategy decisions for the Fund,
(b) manage the investing and reinvesting of the Fund's assets as specified
in paragraph 1, (c) initiate purchase and sale orders on behalf of the Fund,
(d) provide or procure the provision of research and statistical data to the
Fund in relation to investing and other matters within the scope of the
investment objective and limitations of the Fund and (e) be responsible for
compliance by the Fund with U.S. federal, state and other applicable laws and
regulations with respect to regulating the composition of the Fund's portfolio
and (f) pay the salaries, fees and expenses of such of the Fund's directors,
officers or employees who are directors, officers or employees of the
Investment Adviser or any of its affiliates, except that the Fund will bear
travel expenses or an appropriate portion thereof of directors and officers of
the Fund who are directors, officers or employees of the Investment Adviser to
the extent that such expenses relate to attendance at meetings of the Board of
Directors or any committees thereof.
3.(a) The Investment Adviser shall, at its expense, provide
the Fund with office space, office facilities and personnel reasonably
necessary for performance of the services to be provided by the Investment
Adviser pursuant to this Agreement.
(b) Except as provided in subparagraph 3(a) hereof and Section 1 of
the Management Agreement, the Fund shall be responsible for all of the Fund's
expenses and liabilities, including organizational and offering expenses
(which include out-of-pocket expenses, but not overhead or employee costs of
the Investment Adviser); expenses for legal, accounting and auditing services;
taxes and governmental fees; dues and expenses incurred in connection with
membership in investment
company organizations; fees and expenses incurred in connection with listing
the Fund's shares on any stock exchange; costs of printing and distributing
shareholder reports, proxy materials, prospectuses, stock certificates and
distribution of dividends; charges of the Fund's custodians and sub-
custodians, administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment plan agents;
payment for portfolio pricing services to a pricing agent, if any;
registration and filing fees of the Securities and Exchange Commission;
expenses of registering or qualifying securities of the Fund for sale in the
various states; freight and other charges in connection with the shipment of
the Fund's portfolio securities; fees and expenses of non-interested
directors; travel expenses or an appropriate portion thereof of directors and
officers of the Fund, or members of any advisory or investment board or
committee of the Fund, to the extent that such expenses relate to attendance
at meetings of the Board of Directors or any committee thereof, or of any such
advisory or investment board or committee of the Fund; salaries of shareholder
relations personnel; costs of shareholders meetings; insurance; interest;
brokerage costs; and litigation and other extraordinary or non-recurring
expenses.
4. The Investment Adviser shall have discretion over investment
decisions for the Fund and shall make investments for the Fund's account in
accordance with the investment objective and limitations set forth in the
Charter, the Registration Statement, the 1940 Act, the provisions of the
Internal Revenue Code of 1986, as amended relating to regulated investment
companies, and policy decisions adopted by the Fund's Board of Directors or
the Investment Manager from time to time. The Investment Adviser shall advise
the Fund's officers and Board of Directors, and the Investment Manager, at
such times as the Fund's Board of Directors or the Investment Manager may
specify, of investments made for the Fund's account and shall, when requested
by the Fund's officers or Board of Directors or the Investment Manager, supply
the reasons for making such investments.
5. The Investment Adviser may contract with or consult with such
banks, other securities firms, brokers or other parties, without additional
expense to the Fund, as it may deem appropriate regarding investment advice,
research and statistical data or otherwise.
6. The Investment Adviser is authorized on behalf of the Fund, from
time to time when deemed to be in the best interests of the Fund and to the
extent permitted by applicable law, to purchase and/or sell securities in
which the Investment Adviser or the Investment Manager or any of their
affiliates underwrites, deals in and/or makes a market and/or may perform or
seek to perform investment banking services for issuers of such securities.
The Investment Adviser is further authorized, to the extent permitted by
applicable law, to select brokers (including any brokers affiliated with the
Investment Adviser or the Investment Manager) for the execution of trades for
the Fund.
7. The Investment Adviser is authorized, for the purchase and sale of
the Fund's portfolio securities, to employ such dealers and brokers as may, in
the judgment of the Investment Adviser, implement the policy of the Fund to
obtain the best results taking into account such factors as price, including
dealer spread, the size, type and difficulty of the transaction involved, the
firm's general execution and operational facilities and the
firm's risk in positioning the securities involved. Consistent with this
policy, the Investment Adviser is authorized to direct the execution of the
Fund's portfolio transactions to dealers and brokers furnishing statistical
information or research deemed by the Investment Adviser to be useful or
valuable to the performance of its investment advisory functions for the Fund.
It is understood that in these circumstances, as contemplated by Section 28(e)
of the Securities Exchange Act of 1934, the commissions paid may be higher
than those which the Fund might otherwise have paid to another broker if those
services had not been provided. Information so received will be in addition
to and not in lieu of the services required to be performed by the Investment
Adviser. It is understood that the expenses of the Investment Adviser will
not necessarily be reduced as a result of the receipt of such information or
research. Research services furnished to the Investment Adviser by brokers
who effect securities transactions for the Fund may be used by the Investment
Adviser in servicing other investment companies and accounts which it manages.
Similarly, research services furnished to the Investment Adviser by brokers
who effect securities transactions for other investment companies and accounts
which the Investment Adviser manages may be used by the Investment Adviser in
servicing the Fund. It is understood that not all of these research services
are used by the Investment Adviser in managing any particular account,
including the Fund.
8. In consideration of the services to be rendered by the Investment
Adviser under this agreement, the Investment Manager shall pay the
Investment Adviser a monthly fee in United States dollars on the fifth
business day of each month for the previous month at an annual rate of 0.50%
of the Fund's average weekly net assets. If the fee payable to the Investment
Adviser pursuant to this paragraph 8 begins to accrue before the end of any
month or if this agreement terminates before the end of any month, the fee for
the period from such date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating each
such monthly fee, the value of the Fund's net assets shall be computed at the
time and in the manner specified in the Registration Statement.
9. The Investment Adviser represents and warrants that it is duly
registered and authorized as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the Investment Adviser agrees to
maintain effective all requisite registrations, authorizations and licenses,
as the case may be, until termination of this Agreement.
10. The Investment Adviser shall exercise its best judgment in
rendering the services in accordance with the terms of this agreement. The
Investment Adviser shall not be liable for any error of judgment or mistake of
law or for any act or omission or any loss suffered by the Fund in connection
with the matters to which this agreement relates, provided that nothing herein
shall be deemed to protect or purport to protect the Investment Adviser
against any liability to the Fund or its shareholders to which the Investment
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this agreement
("disabling conduct"). The Fund will indemnify the Investment Adviser
against, and hold it harmless from, any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses),
including any amounts paid in satisfaction of judgments, in compromise or as
fines or penalties, not resulting from disabling conduct by the Investment
Adviser. Indemnification shall be made only following: (i) a final decision
on the merits by a court or other body before whom the proceeding was brought
that the Investment Adviser was not liable by reason of disabling conduct, or
(ii) in the absence of such a decision, a reasonable determination, based upon
a review of the facts, that the Investment Adviser was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of directors of
the Fund who are neither "interested persons" of the Fund (as defined in the
1940 Act) nor parties to the proceeding ("disinterested non-party directors"),
or (b) an independent legal counsel in a written opinion. The Investment
Adviser shall be entitled to advances from the Fund for payment of the
reasonable expenses (including reasonable counsel fees and expenses) incurred
by it in connection with the matter as to which it is seeking indemnification
in the manner and to the fullest extent permissible under law. The Investment
Adviser shall provide to the Fund a written affirmation of its good faith
belief that the standard of conduct necessary for indemnification by the Fund
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met:
(a) the Investment Adviser shall provide security in form and amount
acceptable to the Fund for its undertaking; (b) the Fund is insured against
losses arising by reason of the advance; or (c) a majority of a quorum of
disinterested non-party directors, or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily available
to the Fund at the time the advance is proposed to be made, that there is
reason to believe that the Investment Adviser will ultimately be found to be
entitled to indemnification.
11. This agreement shall continue in effect until November 4, 1999 and
thereafter for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Fund's outstanding voting securities (as defined in the 1940 Act) or by the
Fund's Board of Directors and (b) by the vote, cast in person
at a meeting called for the purpose, of a majority of the Fund's directors who
are not parties to this agreement or "interested persons" (as defined in the
1940 Act) of any such party. Notwithstanding the above, this Agreement (a) may
nevertheless be terminated at any time, without penalty, by the Fund's Board
of Directors, by vote of holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund or by the Investment
Manager, upon 60 days' written notice delivered to each party hereto, and (b)
shall automatically be terminated in the event of its assignment (as defined
in the 1940 Act). Any such notice shall be deemed given when received by the
addressee.
12. Nothing herein shall be deemed to limit or restrict the right of
the Investment Adviser, or any affiliate of the Investment Adviser, or any
employee of the Investment Adviser, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association. Nothing
herein shall be construed as constituting the Investment Adviser an agent of
the Investment Manager or the Fund.
13. This Agreement shall be governed by the laws of the State of
New York; provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
14. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in
person) to the parties at the addresses set forth below.
If to the Investment Adviser:
OpCap Advisors
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Tel: (212) 667-7422
Fax: (212) 667-4846
Attn: Bernard Garil, President
If to the Investment Manager:
Value Advisors LLC
c/o PIMCO Funds Distribution Company
2187 Atlantic Street
Stamford, Connecticut 06902
Tel: (203) 352-4900
Fax: (203) 352-4919
Attn: Newton Schott
or to such other address as to which the recipient shall have informed the
other party in writing.
Unless specifically provided elsewhere, notice given as provided
above shall be deemed to have been given, if by personal delivery, on the day
of such delivery, and, if by facsimile and mail, on the date on which such
facsimile is sent or mail.
15. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
If the foregoing correctly sets forth the agreement between the
Investment Manager and the Investment Adviser, please so indicate by signing
and returning to the Investment Manager the enclosed copy hereof.
Very truly yours,
VALUE ADVISORS LLC
By: /s/ Stephen Treadway
Name: Stephen Treadway
Title: Executive Vice
President
ACCEPTED:
OPCAP ADVISORS
By: /s/ Bernard H. Garil
Name: Bernard H. Garil
Title: President
The Czech Republic Fund, Inc. hereby
acknowledges and agrees to the
provisions of paragraph 2, subparagraph
3(b) and paragraphs 6, 7, 10 and
11 of this agreement.
THE CZECH REPUBLIC FUND, INC.
By: /s/ Deborah Kaback
Name: Deborah Kaback
Title: Secretary
