<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIENHANCED FUND, INC
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(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 statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
MUNIENHANCED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 19, 1996
TO THE STOCKHOLDERS OF MUNIENHANCED FUND, INC.
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
'Meeting') of MuniEnhanced Fund, Inc. (the 'Fund') will be held at the offices
of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey, on Thursday, September 19, 1996 at 12:15 P.M. for the following
purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for
its current fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 25, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after September 5, 1996, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: August 1, 1996
<PAGE>
PROXY STATEMENT
------------------------
MUNIENHANCED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 19, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniEnhanced Fund, Inc., a
Maryland corporation (the 'Fund'), to be voted at the 1996 Annual Meeting of
Stockholders of the Fund (the 'Meeting'), to be held at the offices of Merrill
Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Thursday, September 19, 1996 at 12:15 P.M. The approximate mailing
date of this Proxy Statement is August 7, 1996.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year and for the ratification of the selection of independent auditors
to serve for the Fund's current fiscal year. Any proxy may be revoked at any
time prior to the exercise thereof by giving written notice to the Secretary of
the Fund at the Fund's address indicated above or by voting in person at the
Meeting.
The Board of Directors has fixed the close of business on July 25, 1996 as
the record date (the 'Record Date') for the determination of stockholders
entitled to notice of and to vote at the Meeting and at any adjournment thereof.
Stockholders on the Record Date will be entitled to one vote for each share
held, with no shares having cumulative voting rights. As of the Record Date, the
Fund had outstanding 29,007,770 shares of common stock, par value $.10 per share
('Common Stock'), and 6,000 shares of auction market preferred stock, par value
$.025 per share and liquidation preference of $25,000 per share plus an amount
equal to accumulated but unpaid dividends thereon ('AMPS'). To the knowledge of
the Fund, as of the Record Date, no person is the beneficial owner of more than
five percent of the outstanding shares of Common Stock or five percent of the
outstanding AMPS.
The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) as follows:
(1) All proxies of the holders of AMPS, voting separately as a class,
in favor of the two (2) persons designated as Directors to be elected by
holders of AMPS; and
(2) All proxies of the holders of Common Stock and AMPS, voting
together as a class, in favor of the four (4) persons designated as
Directors to be elected by holders of Common Stock and AMPS.
The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.
Certain information concerning the nominees, including their designated
classes, is set forth below:
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON THE
RECORD DATE
PRINCIPAL OCCUPATIONS --------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- --- ------------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Herbert I. London(1)(2) ............. 57 Dean, Gallatin Division of New York 1989 0 0
113-115 University Place University from 1976 to 1993; John
New York, New York 10003 M. Olin Professor of Humanities,
New York University since 1993 and
Professor thereof since 1980;
Distinguished Fellow, Herman Kahn
Chair, Hudson Institute from 1984
to 1985; Trustee, Hudson Institute
since 1980; Overseer, Center for
Naval Analyses from 1983 to 1993;
Director, Damon Corp. from 1991 to
1993; Limited Partner, Hypertech
Inc. since 1996.
Andre F. Perold(1)(2) ............... 44 Professor, Harvard Business School 1989 0 0
Morgan Hall since 1989 and Associate Professor
Soldiers Field from 1983 to 1989; Trustee, The
Boston, Massachusetts 02163 Common Fund since 1989; Director,
Quantec Limited since 1991 and
TIBCO since 1994.
</TABLE>
2
<PAGE>
TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A SINGLE
CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON THE
RECORD DATE
PRINCIPAL OCCUPATIONS --------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- --- ------------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
James H. Bodurtha(1)(2) ............. 52 Chairman and Chief Executive Officer, 1995 0 0
124 Long Pond Road China Enterprise Management
Plymouth, Massachusetts 02360 Corporation since 1993; Chairman,
Berkshire Corporation since 1980;
Partner, Squire, Sanders & Dempsey
from 1980 to 1993.
Robert R. Martin(1)(2) .............. 69 Chairman and Chief Executive Officer, 1993 0 0
513 Grand Hill Kinnard Investments, Inc. from 1990
St. Paul, Minnesota 55102 to 1993; Executive Vice President,
Dain Bosworth from 1974 to 1989;
Director, Carnegie Capital
Management from 1977 to 1985 and
Chairman thereof in 1979; Director,
Securities Industry Association
from 1981 to 1982 and Public
Securities Association from 1979
to 1980; Director, WTC Industries,
Inc. from 1994 to 1996 and
Chairman thereof in 1994; Trustee,
Northland College since 1992.
Joseph L. May(1)(2) ................. 67 Attorney in private practice since 1989 1,000 0
424 Church Street 1984; President, May and Athens
Suite 2000 Hosiery Mills Division,
Nashville, Tennessee 37219 Wayne-Gossard Corporation from 1954
to 1983; Vice President,
Wayne-Gossard Corporation from 1972
to 1983; Chairman, The May
Corporation (personal holding
company) from 1972 to 1983;
Director, Signal Apparel Co. from
1972 to 1989.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON THE
RECORD DATE
PRINCIPAL OCCUPATIONS --------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- --- ------------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Arthur Zeikel(1)* ................... 64 President of Fund Asset Management, 1989 0 0
P.O. Box 9011 L.P. ('FAM') (which term as used
Princeton, New Jersey herein includes its corporate
08543-9011 predecessors) since 1977; President
of MLAM (which term as used herein
includes its corporate predecessors)
since 1977; President and Director
of Princeton Services, Inc.
('Princeton Services') since 1993;
Executive Vice President of
Merrill Lynch & Co., Inc. ('ML&Co.')
since 1990; Director of Merrill
Lynch Funds Distributor, Inc.
('MLFD') since 1977.
</TABLE>
- ------------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See 'Compensation of Directors' below.
(2) Member of Audit Committee of the Board of Directors.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.
Committee and Board of Directors Meetings. The Board of Directors has a
standing Audit Committee, which consists of Directors who are not 'interested
persons' of the Fund within the meaning of the Investment Company Act. The
principal purpose of the Audit Committee is to review the scope of the annual
audit conducted by the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The non-interested
Directors have retained independent legal counsel to assist them in connection
with these duties. The Board of Directors does not have a nominating committee.
During the fiscal year ended January 31, 1996, the Board of Directors held
five meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and, if a member, the total number of meetings of the Audit
Committee held during the period for which he served.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission ('SEC') and the
4
<PAGE>
New York Stock Exchange. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Fund with copies of
all Forms 3, 4 and 5 they file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act, i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser, have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year.
Interested Persons. The Fund considers Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.
Compensation of Directors. FAM, the Fund's investment adviser, pays all
compensation to all officers of the Fund and all Directors of the Fund who are
affiliated with ML&Co. or its subsidiaries. The Fund pays each Director not
affiliated with FAM (each an 'unaffiliated Director') a fee of $5,000 per year
plus $500 per meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. The Fund also pays
each member of its Audit Committee, which consists of all of the unaffiliated
Directors, a fee of $1,000 per year plus $250 per meeting attended, together
with such Director's out-of-pocket expenses relating to attendance at meetings.
These fees and expenses aggregated $42,028 for the fiscal year ended January 31,
1996.
The following table sets forth for the fiscal year ended January 31, 1996
compensation paid by the Fund to the unaffiliated Directors and, for the year
ended December 31, 1995, the aggregate compensation paid by all registered
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the unaffiliated Directors.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
PENSION OR RETIREMENT FUND AND FAM/MLAM
COMPENSATION FROM BENEFITS ACCRUED AS PART ADVISED FUNDS PAID TO
NAME OF DIRECTOR FUND OF FUND EXPENSES DIRECTORS(1)
- ------------------------------------ ----------------- ------------------------ ---------------------------
<S> <C> <C> <C>
James H. Bodurtha................... $ 4,750 None $ 157,500*
Herbert I. London................... 9,000 None 157,500
Robert R. Martin.................... 9,000 None 157,500
Joseph L. May....................... 9,000 None 157,500
Andre F. Perold..................... 9,000 None 157,500
</TABLE>
- ------------------
* $157,500 represents the amount Mr. Bodurtha would have received if he had
been a Director for the entire calendar year ended December 31, 1995 and had
attended all Board and Audit Committee meetings held during the year. Mr.
Bodurtha was elected to the Fund's Board of Directors effective June 23,
1995.
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Bodurtha (22 registered investment companies consisting of 46 portfolios);
Mr. London (22 registered investment companies consisting of 46 portfolios);
Mr. Martin (22 registered investment companies consisting of 46 portfolios);
Mr. May (22 registered investment companies consisting of 46 portfolios);
and Mr. Perold (22 registered investment companies consisting of 46
portfolios).
5
<PAGE>
Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- -------------------------------------------------------------------------------- --------------- --- -------
<S> <C> <C> <C>
Arthur Zeikel .................................................................. President 64 1989
President of FAM since 1977; President of MLAM since 1977; President and
Director of Princeton Services since 1993; Executive Vice President of ML&Co.
since 1990; Director of MLFD since 1977.
Terry K. Glenn ................................................................. Executive Vice 55 1989
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986
and Director thereof since 1991; President of Princeton Administrators, L.P.
since 1988.
Vincent R. Giordano ............................................................ Senior Vice 51 1989
Portfolio Manager of FAM and MLAM since 1977 and Senior Vice President of FAM President
and MLAM since 1984; Senior Vice President of Princeton Services since 1993;
Vice President of MLAM from 1980 to 1984.
Kenneth A. Jacob ............................................................... Vice President 45 1989
Vice President of MLAM since 1984.
Donald C. Burke ................................................................ Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of
Deloitte & Touche LLP from 1982 to 1990.
Hugh T. Hurley III
................................................................................ Vice President 31 1995
Vice President of MLAM since 1993; Municipal Bond Broker with Titus & Donnelly
from 1990 to 1993.
Gerald M. Richard .............................................................. Treasurer 47 1989
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Vice President of
MLFD since 1981 and Treasurer thereof since 1984.
Mark B. Goldfus ................................................................ Secretary 49 1989
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (13 persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date and owned none of the AMPS
outstanding at such date. At such date, Mr. Zeikel, an officer and a Director of
the Fund, and the other officers of the Fund owned an aggregate of less than 1%
of the outstanding shares of common stock of ML&Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ('D&T'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of such firm in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of
6
<PAGE>
the Fund. Unless a contrary specification is made, the accompanying proxy will
be voted in favor of ratifying the selection of such auditors.
D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Directors of the Fund considered the fact that D&T has
been retained as the independent auditors for ML&Co. and the other entities
described above in its evaluation of the independence of D&T with respect to the
Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
LEGAL PROCEEDINGS
On June 21, 1996, a purported class action titled Jack Green, et al. v.
Fund Asset Management, L.P., et al. was filed in the United States District
Court for the District of Massachusetts. Among the named defendants in the
action are seven of the leveraged closed-end municipal bond funds for which FAM
serves as the investment adviser (including the Fund). In addition to the named
defendants, plaintiffs also purport to bring claims against a defendant class
consisting of all other publicly traded, closed-end investment companies for
which FAM serves as investment adviser and which, among other things, have
issued AMPS. The named plaintiffs, who claim to be investors in the seven named
funds, purport to bring the action on behalf of a class consisting of all
holders of the common stock of the subject funds.
Plaintiffs allege that FAM and other affiliated defendants received
excessive compensation for managing the subject funds. Plaintiffs claim, among
other things, that the registration statements, annual reports and other
documents filed by the funds with the SEC were misleading because such documents
allegedly failed to disclose that proceeds arising from the issuance of AMPS
would be included in a fund's net assets for the purposes of calculating the
investment advisory fee payable to FAM. In addition, plaintiffs allege that a
conflict of interest existed because it would always be in the defendants'
interest to keep the funds fully leveraged to maximize the advisory fees and
collateral compensation notwithstanding adverse market conditions. Plaintiffs
also allege an additional conflict of interest arising from the receipt by such
affiliates of underwriting discounts, or other revenues in connection with the
sale of the AMPS by the funds. The complaint asserts claims under Sections 8(e),
34(b), 36(a) and 36(b) of the Investment Company Act and the common law.
Plaintiffs seek unspecified monetary damages as well as injunctive relief.
The defendants believe that the plaintiffs' allegations are entirely
without merit and intend to defend the action vigorously. FAM has agreed to
indemnify the named defendant funds for any liabilities or expenses that they
may incur in connection with this litigation.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
7
<PAGE>
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Director nominees and 'FOR' the ratification of D&T as
independent auditors.
With respect to Item 1, 'Election of Directors,' holders of AMPS are
entitled to elect two Directors and holders of Common Stock and AMPS, voting
together as a single class, are entitled to elect the remaining Directors.
Assuming a quorum is present, (i) election of the two Directors to be elected by
the holders of AMPS, voting separately as a class, will require the affirmative
vote of a majority of the votes cast by the holders of AMPS, represented at the
Meeting and entitled to vote; (ii) election of the remaining Directors will
require the affirmative vote of a majority of the votes cast by holders of
Common Stock and AMPS represented at the Meeting and entitled to vote, voting
together as a single class; and (iii) approval of Item 2, 'Selection of
Independent Auditors,' will require the affirmative vote of a majority of the
votes cast by holders of Common Stock and AMPS represented at the Meeting and
entitled to vote, voting together as a single class.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('MLPF&S'), holding Fund shares in 'street name' for the benefit of
their customers and clients will request the instructions of such customers and
clients on how to vote their shares on each Item before the Meeting. The Fund
understands that, under the rules of the New York Stock Exchange, such
broker-dealer firms may, without instructions from their customers and clients,
grant authority to the proxies designated to vote on the election of Directors
(Item 1) and ratification of the selection of independent auditors (Item 2) if
no instructions have been received prior to the date specified in the
broker-dealer firm's request for voting instructions. The Fund will include
shares held of record by broker-dealers as to which such authority has been
granted in its tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of stockholders exists. Proxies which
are returned to the Fund but which are marked 'abstain' or on which a
broker-dealer has declined to vote on any proposal ('broker non-votes') will be
counted as present for purposes of a quorum. MLPF&S has advised the Fund that it
intends to exercise discretion over shares held in its name for which no
instructions have been received by voting such shares on Items 1 and 2 in the
same proportion as it has voted shares for which it has received instructions.
Abstentions and broker non-votes will not be counted as votes cast. Abstentions
and broker non-votes, therefore, will not have an effect on the vote on Item 1
or Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED JANUARY 31, 1996 TO ANY STOCKHOLDER UPON REQUEST. Such
requests should be directed to MuniEnhanced Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, or to
1-800-456-4587 ext. 123.
8
<PAGE>
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in September 1997,
and desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by April 3, 1997.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: August 1, 1996
9
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIENHANCED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Auction Market Preferred Stock of MuniEnhanced Fund, Inc.
(the "Fund") held of record by the undersigned on July 25, 1996 at the annual
meeting of stockholders of the Fund to be held on September 19, 1996 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold, Arthur Zeikel
2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: __________________________, 1996
X _____________________________________
Signature
X ______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
<PAGE>
COMMON STOCK
MUNIENHANCED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Common Stock of MuniEnhanced Fund, Inc. (the "Fund") held of
record by the undersigned on July 25, 1996 at the annual meeting of
stockholders of the Fund to be held on September 19, 1996 or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
3
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed belowWITHHOLD AUTHORITY
(except as marked to the contrary below) / /to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.) James H. Bodurtha, Robert
R. Martin, Joseph L. May, Arthur Zeikel
2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: __________________________, 1996
X _____________________________________
Signature
X _____________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
4
<PAGE>
- --------------------------------------------------------------------------------
BY SIGNING AND PROMPTLY RETURNING THE ENCLOSED PROXY YOU MAY SAVE YOUR
FUND THE EXPENSE OF ADDITIONAL SOLICITATION COSTS.
- --------------------------------------------------------------------------------
THE ENCLOSED PROXY CARD HAS BEEN FORWARDED TO YOU BECAUSE YOU WERE A
SHAREHOLDER ON THE RECORD DATE.
IT IS IMPORTANT THAT YOU VOTE AND SIGN THIS PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
- --------------------------------------------------------------------------------
5
