EMERGING MARKETS INCOME FUND INC, DEFS14A, 2000-01-12

EMERGING MARKETS INCOME FUND INC
DEFS14A, 2000-01-12

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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 [_] 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

The Emerging Markets Income Fund Inc
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[_] 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 is 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>

THE EMERGING MARKETS INCOME FUND INC
THE EMERGING MARKETS INCOME FUND II INC
THE EMERGING MARKETS FLOATING RATE FUND INC.
GLOBAL PARTNERS INCOME FUND INC.
MUNICIPAL ADVANTAGE FUND INC.
MUNICIPAL PARTNERS FUND INC.
MUNICIPAL PARTNERS FUND II INC.

January 12, 2000

Dear Stockholder:

We are pleased to enclose the notice and proxy statement for the Special
Meetings of Stockholders (the "Special Meetings") of The Emerging Markets
Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Municipal
Partners Fund Inc. and Municipal Partners Fund II Inc. and for the Annual
Meetings of Stockholders of The Emerging Markets Income Fund Inc, Global
Partners Income Fund Inc. and Municipal Advantage Fund Inc. (the "Annual
Meetings", and together with the "Special Meetings", the "Meetings") to be
held on February 24, 2000. Each fund is referred to in this notice and proxy
statement as a "Fund", and collectively, as the "Funds".

As you may know, on October 31, 1999, PIMCO Advisors L.P. ("PIMCO
Advisors"), its general partners, PIMCO Advisors Holdings L.P. and PIMCO
Partners G.P., certain of their affiliates, Allianz of America, Inc. ("Allianz
of America") and certain other parties named therein, entered into an
Implementation and Merger Agreement (the "Merger Agreement") pursuant to which
Allianz of America agreed to acquire majority ownership of PIMCO Advisors. At
the Meetings, stockholders of each Fund will be asked to approve one or more
new management or advisory agreements, which will be substantially identical
to the existing agreements with that Fund, to be in effect following such
acquisition. Approval of the new agreements is necessary because the closing
of the acquisition results in the termination of the existing agreements
pursuant to the provisions of the Investment Company Act of 1940, as amended.
In addition, stockholders of The Emerging Markets Income Fund Inc, Global
Partners Income Fund Inc. and Municipal Advantage Fund Inc. will be asked to
vote on the election of directors and to ratify the selection of independent
accountants.

It is important to keep in mind that Allianz of America is acquiring control
of PIMCO Advisors, not the Funds. Your Fund shares and the management or
advisory fees charged each Fund will not change as a result of the
acquisition. Moreover, Allianz of America has advised each Fund's Board of
Directors, that following the acquisition, PIMCO Advisors will continue to
provide the high-quality services to which you have grown accustomed. The
acquisition does not involve Salomon Brothers Asset Management Inc ("SBAM"),
which serves as investment adviser or manager to all of the Funds except
Municipal Advantage Fund Inc. However, because PIMCO Advisors is a party to
the current agreements between SBAM and certain of the Funds on the one hand,
and between OpCap Advisors ("OpCap") and Municipal Advantage Fund Inc. on the
other hand, stockholders of those Funds are being asked to consider new
agreements with SBAM and OpCap.

Because the Funds are affected similarly by the acquisition, each Fund's
Board of Directors determined it would be most efficient to prepare a single
combined notice and proxy statement which has been sent to the
<PAGE>

stockholders of all of the Funds. Further information relating to each Fund is
contained in a separate exhibit, which is an important part of the proxy
statement. If you are a stockholder of more than one Fund, you will receive
the combined notice of meetings, proxy statement and proxy card for each such
Fund. Each Fund votes separately, so please sign and return all of your proxy
cards if you are a stockholder of more than one Fund.

Please note that you are not being asked to vote on every proposal included
in the proxy statement. The enclosed notice of meetings describes which Funds'
stockholders are being asked to vote on each proposal, and the enclosed proxy
cards provide for voting only with respect to the proposals relating to the
Funds in which you are a stockholder.

After careful consideration, each Fund's Board of Directors, including its
independent directors, approved the proposals relating to such Fund and
recommends that its stockholders vote "FOR" each such proposal.

We urge you to review the enclosed materials for all of the details on the
proposals described above. It is very important that you complete and return
the enclosed proxy card(s).

We thought it would be helpful to provide the following questions and
answers regarding the acquisition and the related proposals. They are designed
to help answer questions you may have and help you cast your votes, and are
being provided as a supplement to, not a substitute for, the proxy statement,
which we urge you to review carefully.

Please feel free to call the proxy solicitor, D.F. King & Co., Inc., at 1-
800-549-6697 to answer any questions you may have regarding the voting of your
shares. If we have not received your proxy card(s) prior to the date of the
Meetings, you may receive a telephone call from D.F. King & Co., Inc.
encouraging you to exercise your right to vote. As always, we thank you for
your confidence and support.

Sincerely,

[Signature of Steven J. Treadway]
President of:
THE EMERGING MARKETS INCOME FUND INC
THE EMERGING MARKETS INCOME FUND II INC
THE EMERGING MARKETS FLOATING RATE
FUND INC.
GLOBAL PARTNERS INCOME FUND INC.
MUNICIPAL PARTNERS FUND INC.
MUNICIPAL PARTNERS FUND II INC.

and

Chairman of the Board of:
MUNICIPAL ADVANTAGE FUND INC.
<PAGE>

QUESTIONS & ANSWERS

Q.WHO IS BEING ACQUIRED IN THE ACQUISITION?

A. Allianz of America has agreed to acquire approximately 70% of the
outstanding partnership interests in PIMCO Advisors. The Funds themselves
are not being acquired.

Q.WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS?

A. Pursuant to the Investment Company Act of 1940, as amended, consummation of
the acquisition will cause the automatic termination of each of the current
management or investment advisory agreements with PIMCO Advisors and each
of the current investment advisory agreements among PIMCO Advisors, SBAM
and OpCap Advisors, respectively. Therefore, in order to ensure continuity
of management, stockholders are being asked to approve substantially
identical new agreements with PIMCO Advisors, OpCap Advisors and SBAM.

Q.HOW WILL THE ACQUISITION AFFECT ME AS A FUND STOCKHOLDER?

A. Your Fund shares and the fees charged each Fund will not change as a result
of the acquisition. Moreover, Allianz of America has advised each Fund's
Board that following the acquisition PIMCO Advisors will continue to
provide the high-quality services to which you've grown accustomed.
Consequently, management of each Fund believes that the acquisition will
not adversely affect the operations of the Fund.

Q.HOW DO THE BOARDS RECOMMEND THAT I VOTE?

A. After careful consideration, each Fund's Board of Directors, including its
independent directors, recommends that stockholders vote "FOR" each of the
proposals relating to such Fund on the enclosed proxy card(s) and with
respect to the Funds holding annual meetings, "FOR" the election of
directors.

Q.WHOM DO I CALL IF I HAVE QUESTIONS?

A. Please feel free to call the proxy solicitor, D.F. King & Co., Inc., at 1-
800-549-6697 to answer any questions you may have regarding the voting of
your shares.

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE POSTAGE-PAID
ENVELOPE. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

<PAGE>

----------------

NOTICE OF ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS
January 12, 2000

----------------

To the Stockholders of the above funds:

Notice is hereby given that Special Meetings of Stockholders (the "Special
Meetings") of The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc., Municipal Partners Fund Inc., and Municipal Partners
Fund II Inc. and Annual Meetings of Stockholders of The Emerging Markets
Income Fund Inc, Global Partners Income Fund Inc. and Municipal Advantage Fund
Inc. (the "Annual Meetings", and together with the "Special Meetings", the
"Meetings") will be held on February 24, 2000. The Annual Meeting of Municipal
Advantage Fund Inc. will be held at 1345 Avenue of the Americas on the 49th
Floor at 10:00 a.m. All other meetings will be held at 7 World Trade Center,
New York, New York in the Downtown Conference Center at the following times:

<TABLE>
<S> <C>
The Emerging Markets Income Fund Inc: 10:00 a.m.
Global Partners Income Fund Inc.: 10:30 a.m.
The Emerging Markets Income Fund II Inc: 11:00 a.m.
The Emerging Markets Floating Rate Fund Inc.: 11:20 a.m.
Municipal Partners Fund Inc.: 11:40 a.m.
Municipal Partners Fund II Inc.: 12:00 p.m.
</TABLE>

The Meetings will be held for the following purposes:

The following proposal relates to each Fund:

1. The approval of a new management or advisory agreement between PIMCO
Advisors L.P. ("PIMCO Advisors") and the Fund. No fee increase is proposed.

The following proposal relates to The Emerging Markets Income Fund II Inc, The
Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc.,
Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.:

2. The approval of a new investment advisory and administration agreement
among PIMCO Advisors, Salomon Brothers Asset Management Inc and the Fund. No
fee increase is proposed.

The following proposal relates to Municipal Advantage Fund Inc.:

3. The approval of a new investment advisory and administration agreement
among PIMCO Advisors, OpCap Advisors and the Fund. No fee increase is
proposed.
<PAGE>

The following proposal relates to The Emerging Markets Income Fund Inc, Global
Partners Income Fund Inc. and Municipal Advantage Fund Inc.:

4. The election of directors for the Funds, to hold office until their
successors are duly elected and qualified.

The following proposal relates to The Emerging Markets Income Fund Inc, Global
Partners Income Fund Inc. and Municipal Advantage Fund Inc.:

5. The ratification of the selection of PricewaterhouseCoopers LLP as the
Funds' independent accountants for the fiscal years ending August 31, 2000,
August 31, 2000 and October 31, 2000, respectively.

The following relates to each Fund:

To conduct any other business as may properly come before the Meeting or any
adjournment(s) thereof.

The close of business on December 30, 1999 has been fixed as the record date
for the determination of stockholders who will be entitled to receive notice
of, and to vote at, each of the Meetings and any adjournment(s) thereof.

By Order of the Boards of Directors,

Christina T. Sydor,
Secretary of the following Funds:
THE EMERGING MARKETS INCOME FUND INC
THE EMERGING MARKETS INCOME FUND II INC
THE EMERGING MARKETS FLOATING RATE FUND INC.
GLOBAL PARTNERS INCOME FUND INC.
MUNICIPAL PARTNERS FUND INC.
MUNICIPAL PARTNERS FUND II INC.

Elliot M. Weiss,
Secretary of the following Fund:
MUNICIPAL ADVANTAGE FUND INC.

New York, New York
January 12, 2000

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>

----------------

COMBINED PROXY STATEMENT
MEETINGS OF STOCKHOLDERS

----------------

This combined proxy statement is furnished in connection with a solicitation
of proxies by the Board of Directors of each of the above funds (each, a
"Fund" and, collectively, the "Funds"), to be used at meetings of stockholders
(in each case, the "Meeting" and, collectively, the "Meetings") of the Funds
and any adjournment(s) thereof. The Meetings will be held on February 24,
2000. The Meeting of Municipal Advantage Fund Inc. will be held at 1345 Avenue
of the Americas, New York, New York on the 49th Floor at 10:00 a.m. Each other
Meeting will be held at 7 World Trade Center, New York, New York in the
Downtown Conference Center at the following times: 10:00 a.m. for The Emerging
Markets Income Fund Inc, 10:30 a.m. for Global Partners Income Fund Inc, 11:00
a.m. for The Emerging Markets Income Fund II Inc, 11:20 a.m. for the Emerging
Markets Floating Rate Fund Inc., 11:40 a.m. for Municipal Partners Fund Inc.,
and 12:00 p.m. for Municipal Partners Fund II Inc. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about January 12, 2000.

The primary purpose of the Meetings is to permit each Fund's stockholders to
consider one or more new management and/or investment advisory agreements to
take effect upon consummation of a series of transactions contemplated by the
Implementation and Merger Agreement (the "Transaction"), dated as of October
31, 1999 (the "Merger Agreement"), by and among PIMCO Advisors L.P. ("PIMCO
Advisors"), its general partners, PIMCO Advisors Holdings L.P. ("PAH") and
PIMCO Partners G.P. ("Partners GP"), certain of their affiliates, Allianz of
America, Inc. ("Allianz of America") and certain other parties named therein.
Pursuant to the Merger Agreement, Allianz of America will acquire
approximately 70% of the outstanding partnership interests in PIMCO Advisors.
For a discussion of the Transaction, see "The Transaction" under Proposal 1
below. Pursuant to the terms of each Fund's management or investment advisory
agreement currently in place with PIMCO Advisors and the relevant provisions
of the Investment Company Act of 1940, as amended (the "1940 Act"),
consummation of the Transaction will cause the automatic termination of such
agreements. Therefore, in order to ensure continuity in the management of the
Funds, stockholders of each Fund are being asked to approve a new investment
management or advisory agreement with PIMCO Advisors. Moreover, because PIMCO
Advisors is a party to the investment advisory and administration agreement
with each of The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners
Fund Inc. and Municipal Partners Fund II Inc. (each sometimes referred to
herein as an "SBAM Fund" and collectively as the "SBAM Funds") and Salomon
Brothers Asset Management Inc ("SBAM"), which serves as investment adviser and
administrator to each SBAM Fund, at the time of consummation of the
Transaction, stockholders of each SBAM Fund are being asked to approve a new
investment advisory and administration agreement with PIMCO Advisors and SBAM
so that SBAM may continue to serve as investment adviser and administrator to
each SBAM Fund. Similarly, since PIMCO Advisors is a party to the investment
advisory and administration agreement with Municipal Advantage Fund Inc. and
OpCap Advisors ("OpCap"), a subsidiary of
<PAGE>

PIMCO Advisors which serves as investment adviser and administrator to this
Fund, stockholders of this Fund are being asked to approve a new advisory
agreement with PIMCO Advisors and OpCap so that OpCap may continue to serve as
investment adviser and administrator to this Fund. In addition, the Meeting
will serve as the Annual Meeting of Stockholders of The Emerging Markets
Income Fund Inc, Global Partners Income Fund Inc. and Municipal Advantage Fund
Inc. and such stockholders also are being asked to vote on the election of
directors for the respective Funds and ratify the selection of the Funds'
respective independent accountants.

Stockholders who execute proxies retain the right to revoke them in person
at the relevant Meeting or by written notice received by the Secretary of the
relevant 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" each of the proposals set forth below (each,
a "Proposal" and, collectively, the "Proposals"). The close of business on
December 30, 1999, has been fixed as the record date (the "Record Date") for
the determination of stockholders of each Fund entitled to notice of, and to
vote at, the relevant Meeting and any adjournment(s) thereof. Each stockholder
is entitled to one vote for each full share (and a fractional vote for each
fractional share) held of record on the Record Date, with no shares having
cumulative voting rights. On the Record Date, each Fund had outstanding the
number of shares indicated in the separate fund exhibit pertaining to the
Funds (the "Fund Exhibit") accompanying as Exhibit A to, and forming an
important part of, this proxy statement. Stockholders of each Fund may vote
only on those Proposals affecting their Fund, and stockholders of each Fund
will vote separately on each such Proposal from stockholders of the other
Funds voting on such Proposal. All of the outstanding capital stock of each
Fund will vote together as a single class with respect to each Proposal.

The Proposals are to be voted upon by stockholders of the Funds as follows:

<TABLE>
<CAPTION>
Proposals Funds to Which Each Proposal Applies
- ------------------------------------------------------------------------------------------
<S> <C> <C>
1. Approval of a new investment management All Funds.
or advisory agreement between PIMCO
Advisors and the Fund.
- ------------------------------------------------------------------------------------------
2. Approval of a new investment advisory The Emerging Markets Income Fund II Inc,
and administration agreement among PIMCO The Emerging Markets Floating Rate Fund
Advisors, SBAM and the Fund. Inc., Global Partners Income Fund Inc.,
Municipal Partners Fund Inc. and
Municipal Partners Fund II Inc.
- ------------------------------------------------------------------------------------------
3. Approval of a new investment advisory Municipal Advantage Fund Inc.
and administration agreement among PIMCO
Advisors, OpCap and the Fund.
- ------------------------------------------------------------------------------------------
4. Election of directors to the Board of The Emerging Markets Income Fund Inc,
Directors to hold office until their Global Partners Income Fund Inc. and
successors are duly elected and Municipal Advantage Fund Inc.
qualified.
- ------------------------------------------------------------------------------------------
5. Ratification of the selection of The Emerging Markets Income Fund Inc,
PricewaterhouseCoopers LLP as the Global Partners Income Fund Inc. and
independent accountants of the Fund. Municipal Advantage Fund Inc.
</TABLE>

Abstentions and Broker Non-Votes (reflected by signed but unvoted proxies),
as defined below, do not count as votes cast with respect to any Proposal.
With respect to a Proposal requiring the affirmative vote of a majority of a
Fund's outstanding shares of capital stock, the effect of abstentions and
Broker Non-Votes is the same as a

2
<PAGE>

vote against the Proposal. Otherwise, abstentions and Broker Non-Votes have no
effect on the outcome of a Proposal. "Broker Non-Votes" are shares held in the
name of a broker or nominee for which an executed proxy is received by a Fund,
but are not voted on the Proposal because voting instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.

In accordance with each Fund's By-Laws, 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 the Fund entitled to vote at the Meeting. In the event
that a quorum is not present at the Meeting of any Fund, or in the event that
a quorum is present but sufficient votes to approve any of the Proposals to be
acted on at the Meeting are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to a date not more than 120
days after the Record Date to permit further solicitation of proxies and
without establishing a new Record Date. Any adjournment will require the
affirmative vote of a majority of those shares present at the relevant 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 adjournment proposal in
their discretion. A stockholder vote may be taken on one or more of the
Proposals in this proxy statement with respect to a Fund prior to any
adjournment if sufficient votes have been received for approval.

Each Fund will furnish, without charge, a copy of its most recent Annual
Report to Stockholders and its most recent Semi-Annual Report to Stockholders,
if any, succeeding such Annual Report, to any stockholder upon request.
Requests should be directed to the Secretary of the relevant Fund in writing
at its address below or by calling 1-800-670-6722 for the Mutual Advantage
Fund Inc. and 1-888-777-0102 for the other Funds.

The principal executive offices of each SBAM Fund and The Emerging Markets
Income Fund Inc are located at 7 World Trade Center, New York, New York 10048.
The principal executive offices of Municipal Advantage Fund Inc. (sometimes
referred to herein as "MAF") are located at 1345 Avenue of the Americas, New
York, New York 10105. Each of the Funds is a closed-end management investment
company.

PROPOSAL 1: APPROVAL OF A NEW INVESTMENT MANAGEMENT OR ADVISORY AGREEMENT
BETWEEN PIMCO ADVISORS AND THE FUND

Stockholders of each of the funds will vote on this Proposal.

Introduction

PIMCO Advisors currently serves as investment adviser to The Emerging
Markets Income Fund Inc pursuant to an advisory agreement with such Fund and
as investment manager to each other Fund pursuant to a management agreement
with such Fund (in each case, the "Existing PIMCO Agreement" and,
collectively, the "Existing PIMCO Agreements"), the date of each of which is
set forth in the Fund Exhibit on page A-3. The Fund Exhibit sets forth on page
A-3, the respective dates on which each Fund's stockholders and its Board of
Directors, including a majority of the directors who are not "interested
persons" (as defined in the 1940 Act) ("Interested Persons") of such Fund or
PIMCO Advisors, most recently approved the Fund's Existing PIMCO Agreement.
Previously, Value Advisors LLC, a subsidiary of PIMCO Advisors, served as
investment manager to MAF.

As required by the 1940 Act, each Existing PIMCO Agreement provides for its
automatic termination in the event of its "assignment," as such term is
defined in the 1940 Act. The consummation of the Transaction will constitute
an assignment of the Existing PIMCO Agreement with each Fund because it will
result in a

3
<PAGE>

change of control of PIMCO Advisors. Therefore, in anticipation of the
Transaction, the Board of Directors of each Fund is proposing that its
stockholders approve a new investment management or advisory agreement between
the Fund and PIMCO Advisors (in each case, the "New PIMCO Agreement" and,
collectively, the "New PIMCO Agreements"). The New PIMCO Agreement proposed
for each Fund is substantially identical to its Existing PIMCO Agreement. A
description of the New PIMCO Agreement proposed for each Fund, including the
services to be provided by PIMCO Advisors thereunder, is set forth below. The
description is qualified in its entirety by reference to the form of New PIMCO
Agreement attached hereto as Exhibit B. The New PIMCO Agreements would take
effect on the date of consummation of the Transaction. If for any reason the
Transaction is not completed, the Existing PIMCO Agreements will remain in
effect.

Information Concerning the PIMCO Parties

PIMCO Advisors is a publicly traded investment management firm and a
registered investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act") whose principal business address is 800 Newport
Center Drive, Suite 100, Newport Beach, California 92660. As of September 30,
1999, PIMCO Advisors and its subsidiary partnerships had approximately $256
billion of assets under management.

PIMCO Advisors was organized as a limited partnership under Delaware law in
1987. Partners GP and PAH are the general partners of PIMCO Advisors. Partners
GP is a general partnership between PIMCO Holdings LLC ("PH LLC"), a Delaware
limited liability company and an indirect wholly owned subsidiary of Pacific
Life Insurance Company ("Pacific Life"), and PIMCO Partners LLC, a California
limited liability company controlled by the current Managing Directors and two
former Managing Directors of Pacific Investment Management Company ("PIMCO"),
a subsidiary partnership of PIMCO Advisors. Partners GP is the sole general
partner of PAH.

Partners GP and PAH have substantially delegated their management and
control of PIMCO Advisors to a Management Board. Pursuant to the terms of the
delegation of authority by Partners GP and PAH, the Management Board of PIMCO
Advisors is composed of (i) the Chief Executive Officer of PIMCO Advisors;
(ii) six other persons designated by Partners GP ; (iii) three disinterested
persons designated by representatives of the Public General Partner or, if
there is no Public General Partner, Partners GP or its successor as general
partner of PIMCO Advisors; (iv) the Chief Executive Officer and one Managing
Director of each of the two subsidiaries of PIMCO Advisors having the greatest
total income, determined as of the date of appointment; and (v) one Managing
Director of each of two other subsidiaries of PIMCO Advisors designated from
time to time by the Management Board upon the recommendation of the Nominating
Committee. PAH is a Public General Partner for the purposes set forth above.

The Management Board has in turn delegated the authority to manage day-to-
day operations and policies to an Executive Committee. The Executive Committee
is composed of four members. The members of the Executive Committee are
William D. Cvengros, Brent R. Harris, Glenn S. Schafer and William S.
Thompson, Jr.

4
<PAGE>

The names, titles and principal occupations of the executive officers of
PIMCO Advisors are set forth in the following table.

<TABLE>
<CAPTION>
Name Title and Principal Occupation
- -----------------------------------------------------------------------------------------------
<S> <C>
William D. Cvengros Chief Executive Officer of PIMCO Advisors
- -----------------------------------------------------------------------------------------------
Kenneth M. Poovey Chief Operating Officer of PIMCO Advisors
- -----------------------------------------------------------------------------------------------
Robert M. Fitzgerald Senior Vice President and Chief Financial Officer of PIMCO Advisors
- -----------------------------------------------------------------------------------------------
Stephen J. Treadway Executive Vice President of PIMCO Advisors
- -----------------------------------------------------------------------------------------------
James G. Ward Senior Vice President and Director of Human Resources of PIMCO Advisors
- -----------------------------------------------------------------------------------------------
Richard M. Weil Senior Vice President, General Counsel and Secretary of PIMCO Advisors
- -----------------------------------------------------------------------------------------------
Ernest L. Schmider Senior Vice President of PIMCO Advisors
</TABLE>

The business address of each person listed above other than Mr. Treadway and
Mr. Schmider is 800 Newport Center Drive, Newport Beach, California 92660. The
business address of Mr. Treadway is 2187 Atlantic Street, Stamford,
Connecticut 06902 and the business address of Mr. Schmider is 840 Newport
Center Drive, Newport Beach, California 92660.

Information Concerning Allianz of America and Its Affiliates

Allianz AG, the parent of Allianz of America, is a publicly traded German
Aktiengesellschaft (a German publicly-traded company) and which, together with
its subsidiaries, comprise the world's second largest insurance group as
measured by premium income. Allianz AG is a leading provider of financial
services, particularly in Europe, and is represented in 68 countries world-
wide through subsidiaries, branch and representative offices, and other
affiliated entities. The Allianz group currently has assets under management
of more than $390 billion, and in its last fiscal year wrote approximately $50
billion in gross insurance premiums. After completion of the Transaction, the
Allianz group combined will have over $650 billion in assets under management.
Allianz AG's address is Allianz Aktiengesellschaft, Koniginstrasse 28, D-
80802, Munich, Germany.

Affiliates of Allianz AG currently include Dresdner Bank AG, Deutsche Bank
AG, Munich Re, and Hypo Vereinsbank. These entities, as well as certain
broker-dealers that might be deemed to be controlled by or affiliated with
these entities, such as Bankers Trust Company, BT Alex. Brown Incorporated,
Deutsche Bank Securities, Inc. and Dresdner Kleinwort Benson North America
LLC, may be considered as "Affiliated Brokers". Once the Transaction is
completed, absent an exemption from the Securities and Exchange Commission
(the "SEC") or other relief, the Funds will generally be precluded from
effecting principal transactions with any Affiliated Brokers, and their
ability to purchase securities from underwriting syndicates including an
Affiliated Broker or to utilize any Affiliated Brokers for agency transactions
will be subject to restrictions. PIMCO Advisors does not believe that
applicable restrictions on transactions with Affiliated Brokers will
materially adversely affect its ability, post-closing, to provide services to
the Funds, the Funds' ability to take advantage of market opportunities or the
overall performance of the Funds.

The Transaction

On October 31, 1999, PIMCO Advisors, its two general partners, PAH and
Partners GP, certain of their affiliates, Allianz of America and certain other
parties named therein entered into the Merger Agreement pursuant to which
Allianz of America agreed to acquire majority ownership of PIMCO Advisors.

5
<PAGE>

The Merger Agreement provides for the acquisition of PAH by Allianz of
America through a merger of a subsidiary of Allianz of America with and into
PAH. In the merger, all of the outstanding units of limited and general
partnership interests in PAH will be converted into the right to receive cash
in an amount per unit equal to $38.75, subject to downward adjustment if the
aggregate annualized investment advisory and subadvisory fees for all accounts
managed by PIMCO Advisors and its subsidiaries, expressed as a "revenue run-
rate", declines (excluding market-based changes) below a specified level (the
"Unit Transaction Price"). As a result of the merger, PAH will become an
indirect wholly-owned subsidiary of Allianz of America.

Following the merger, subsidiaries of Allianz of America will, in a series
of transactions, acquire for cash additional partnership interests in PIMCO
Advisors (the "PA Units"), bringing its ownership interest in PIMCO Advisors
to approximately 70%, including the approximately 44% interest held through
PAH. As part of the transaction, a subsidiary of Allianz of America will
acquire Partners GP through an acquisition of the managing general partner
interest in Partners GP from PIMCO Partners LLC (the managing general partner
of Partners GP) for approximately $5.5 million and of the member interests in
Partners GP that are indirectly owned by Pacific Life. Pacific Life, which
through subsidiaries owns approximately a 30% interest in PIMCO Advisors will
maintain an indirect interest in PIMCO Advisors following the closing.

In connection with the closing, Allianz of America will enter into a
put/call arrangement for the possible disposition of Pacific Life's indirect
investment in PIMCO Advisors. The put option held by Pacific Life will allow
it to require Allianz of America, on the last business day of each calendar
quarter following the closing of the Transaction, to purchase all of the PIMCO
Advisors units owned directly or indirectly by Pacific Life. The call option
held by Allianz of America will allow it, beginning January 31, 2003 to
require Pacific Life to sell or cause to be sold to Allianz of America all of
the PIMCO Advisors' units owned directly or indirectly by Pacific Life.

As a result of the transactions contemplated by the Merger Agreement,
Allianz of America will control PIMCO Advisors, having acquired approximately
70% of the outstanding partnership interests in PIMCO Advisors for a total
consideration of approximately $3.3 billion, while the remainder will continue
to be indirectly owned by Pacific Life.

The Transaction is expected to be completed by the end of the first quarter
of 2000, although there is no assurance that the Transaction will be
completed. Completion of the Transaction is subject to a number of conditions
including, among others, (i) the approval of the public unitholders of PAH,
(ii) the receipt of certain regulatory approvals and (iii) PIMCO Advisors'
revenue run-rate (excluding market-based changes) for all accounts managed by
PIMCO Advisors and its subsidiaries being at least 75% of the September 30,
1999 amount. PIMCO Advisors has agreed to use its reasonable best efforts to
obtain, prior to completion of the Transaction, the approval of the New PIMCO
Agreements, the New SBAM Agreements and the New OpCap Agreement by the
stockholders of each Fund. If the new agreements are not approved by the
Funds' stockholders and the Transaction is completed, the Board of Directors
of each Fund will consider appropriate action.

Pursuant to the Merger Agreement, PIMCO Advisors and PIMCO will enter into
employment, retention and incentive arrangements with key employees of PIMCO
Advisors and PIMCO. These benefits include new employment agreements,
retention and incentive awards vesting over a term of years and restricted
stock grants. In addition, certain key employees of PIMCO Advisors' investment
advisory subsidiaries will receive payment in respect of previously existing
non-competition arrangements in connection with the acquisition by Allianz of
America of the PA Units on which such arrangements were based.

Post-Transaction Structure and Operations

Upon completion of the Transaction, PIMCO Advisors and its subsidiaries will
be controlled by Allianz of America. Allianz of America is a holding company
that owns several insurance and financial service companies

6
<PAGE>

and is a subsidiary of Allianz AG, which together with its subsidiaries,
comprise the world's second largest insurance group as measured by premium
income. Allianz of America will control PIMCO Advisors through its managing
member interest in Pacific-Allianz Partners LLC ("PacPartners LLC"), which
will be the sole general partner of PIMCO Advisors following the Transaction.
While Allianz of America will control PacPartners LLC, Pacific Life will hold
a portion of its continuing interest in PIMCO Advisors through an interest in
PacPartners LLC. Allianz of America, through subsidiaries, will be managing
member of PacPartners LLC and will have the full authority and control over
all actions taken by PacPartners LLC as the general partner of PIMCO Advisors,
provided that Pacific Life's consent is required for certain extraordinary
actions.

Operationally, PIMCO Advisors is expected to become a unit of Allianz Asset
Management ("AAM"), the division of Allianz AG that coordinates global Allianz
asset management activities. PIMCO Advisors and its subsidiaries are currently
expected to continue to operate in the United States under their existing
names.

Both William S. Thompson, Jr., a member of the Management Board and Chairman
of the Executive Committee of PIMCO Advisors, and William H. Gross, the
current Chief Investment Officer of PIMCO, will have roles on the Executive
Committee of AAM, with Mr. Thompson serving as the Executive Committee's
Deputy Chairman. In the Transaction, Messrs. Thomson and Gross will enter into
employment contracts with a term of seven years following the Transaction.
Certain key employees of PIMCO Advisors have also contractually agreed to
remain with PIMCO Advisors following the Transaction.

William D. Cvengros is a Director of each Fund (other than Municipal
Advantage Fund Inc.) and is President and Chief Executive Officer of PIMCO
Advisors and a member of its Management Board. In connection with the
Transaction, Mr. Cvengros and the Cvengros Living Trust will exchange 5,000
and 355,000 PA Units, respectively, at the Unit Transaction Price (for an
expected total exchange value of $193,750 and $13,756,250, respectively).
Additionally, Mr. Cvengros, who has elected not to continue his employment
with PIMCO Advisors after the Transaction, will receive a transition award of
approximately $1.7 million per annum for three years. Options for 250,000 PA
Units previously granted to Mr. Cvengros pursuant to PIMCO Advisors' 1998 Unit
Incentive Plan will be converted into the right to receive cash in an expected
total amount of $5,525,000, the difference between the exercise price for
those options (which averages $16.65) and the Unit Transaction Price.

Stephen J. Treadway is President of each Fund (other than Municipal
Advantage Fund Inc.) and Chairman of the Board of Directors of Municipal
Advantage Fund Inc. Mr. Treadway serves as Executive Vice President of PIMCO
Advisors, and as Chairman and President of PIMCO Funds Distributors LLC. In
connection with the Transaction, Mr. Treadway will exchange approximately
22,000 PA Units at the Unit Transaction Price (for an expected total exchange
value of $852,500). Upon completion of the Transaction, Mr. Treadway will
enter into an employment agreement with PIMCO Advisors for an initial term of
two years, beginning January 1, 2000, with automatic renewal for successive
two year periods. Mr. Treadway will receive an annual salary and bonus, and
will be eligible to participate in certain benefit plans and programs. In
addition, pursuant to a new PIMCO Advisors LP Transition and Retention Plan,
Mr. Treadway will receive a fixed payment of $1 million per year for five
years and will be eligible for a performance-based award of up to $1 million
per year for five years depending on the achievement of certain retail product
sales targets. Additionally, 25,688 unvested PA Units (with an expected total
exchange value of $994,635) attributable to Mr. Treadway's account balance in
PIMCO Advisors' Executive Deferred Compensation Plan will fully vest and all
of the PA Units owned by that plan will be exchanged for cash at the Unit
Transaction Price. Options for 105,000 PA Units previously granted to Mr.
Treadway pursuant to PIMCO Advisors' 1998 Unit Incentive Plan will be
converted into the right to receive cash in an expected total amount of
$1,680,000, which is the difference between the exercise price for those
options (which averages $22.75) and the Unit Transaction Price.

7
<PAGE>

Newton B. Schott, Jr. is Executive Vice President of each Fund and is also
Assistant Secretary to Municipal Advantage Fund Inc. Mr. Schott is Senior Vice
President of PIMCO Advisors Mutual Fund Division and Executive Vice President,
Chief Administrative Officer, Secretary and General Counsel to PIMCO Funds
Distributors LLC. Any options for PA Units held by Mr. Schott will be
converted into a right to receive the difference between the exercise price
for such options and the Unit Transaction Price.

As a result of the direct and indirect interests in the Transaction and in
PIMCO Advisors and its affiliates, as well as the employment arrangements with
PIMCO Advisors and its affiliates, each of the persons identified in the
foregoing paragraphs may be deemed to have a substantial interest in
stockholder approval of the matters set forth in Proposals 1, 2 and 3.

Section 15(f) of the 1940 Act.

The "safe harbor" provided by Section 15(f) of the 1940 Act is available to
the current owners of PIMCO Advisors in connection with the Transaction.
Section 15(f) provides in substance that when a sale of an investment advisory
business occurs, the investment adviser or its affiliates may receive any
amount or benefit in connection with the sale as long as two conditions are
satisfied. First, an "unfair burden" must not be imposed on investment company
clients of the adviser as a result of the transaction, or any express or
implied terms, conditions or understandings applicable to the transaction. The
term "unfair burden" (as defined in the 1940 Act) includes any arrangement
during the two-year period after the transaction whereby the investment
adviser (or predecessor or successor adviser), or any Interested Person of any
such adviser, receives or is entitled to receive any compensation, directly or
indirectly, from such an investment company or its security holders (other
than fees for bona fide investment advisory or other services) or from any
other person in connection with the purchase or sale of securities or other
property to, from or on behalf of such investment company. The Board of
Directors of each Fund is aware of no circumstances arising from the
Transaction that might result in an unfair burden being imposed on the Fund.

The second condition of Section 15(f) is that during the three-year period
after the transaction, at least 75% of each such investment company's board of
directors must not be Interested Persons of the investment adviser (or
predecessor or successor adviser).

Allianz of America and each of the other parties to the Merger Agreement
have agreed to use their reasonable best efforts to assure compliance with
Section 15(f) as it applies to the Transaction during the applicable time
periods.

In connection with compliance with Section 15(f), PIMCO Advisors and The
Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The
Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc.,
Municipal Advantage Fund Inc., Municipal Partners Fund Inc. and Municipal
Partners Fund II Inc. have applied to the SEC for an exemption from the 75%
disinterested board requirement to avoid the need to reconstitute the Funds'
Boards of Directors upon consummation of the Transaction.

Existing PIMCO Agreements and New PIMCO Agreements

The Existing PIMCO Agreement and the New PIMCO Agreement for each Fund are
substantially identical. The following description of the New PIMCO Agreement
for each Fund is qualified in its entirety by reference to the form of New
PIMCO Agreement attached hereto as Exhibit B.

8
<PAGE>

Services to be Performed

Pursuant to each New PIMCO Agreement, PIMCO Advisors will continue to
supervise the Fund's investment program, including advising and consulting
with the Fund's investment manager (or adviser, in the case of The Emerging
Markets Income Fund Inc) regarding the Fund's overall investment strategy.
PIMCO Advisors also will continue to provide access to economic information,
research and assistance to all Funds.

Expenses and Advisory Fees

Each New PIMCO Agreement provides that the Fund is responsible for all of
its expenses and liabilities, except that PIMCO Advisors is responsible for
the expenses in connection with maintaining a staff within its organization to
furnish the above services to the Fund and the investment manager (or adviser,
in the case of The Emerging Markets Income Fund Inc).

For each Fund, the rate used to determine fees payable by the Fund pursuant
to its New PIMCO Agreement is identical to the rate in its Existing PIMCO
Agreement. Consequently, each Fund will pay PIMCO Advisors an annual fee in
monthly installments at a rate under its New PIMCO Agreement which is
identical to the fee rate for its Existing PIMCO Agreement; such fee rate is
set forth in the Fund Exhibit on page A-1. For each Fund, the aggregate amount
of investment management or advisory fees paid by such Fund to PIMCO for the
Fund's most recent fiscal year under its Existing PIMCO Agreement is set forth
in the Fund Exhibit on page A-3. PIMCO remitted a certain percentage of such
fees to third parties, including (i) SBAM, pursuant to the Existing SBAM
Agreements (for a discussion of such agreements, see Proposal 2) and (ii)
OpCap, pursuant to the Existing OpCap Agreement (for a discussion of this
agreement, see Proposal 3).

Limitation of Liability

Each New PIMCO Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder ("disabling conduct"), PIMCO Advisors shall not be
liable to the Fund or its stockholders for any act or omission in the course
of or in connection with the rendering of its services thereunder. In
addition, each New PIMCO Agreement provides that the Fund, under certain
circumstances, will indemnify PIMCO Advisors against any losses or expenses
incurred, including amounts paid in satisfaction of judgments and reasonable
legal costs, not resulting from disabling conduct.

Duration and Termination

Each Fund's New PIMCO Agreement will have an initial term of two years, and
thereafter will continue in effect for successive annual periods provided such
continuance is specifically approved at least annually by (i) a majority of
the members of the Fund's Board of Directors who are not parties to the New
PIMCO Agreement, and who are not Interested Persons of any such party, and
(ii) a majority of 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. For each Fund, its New PIMCO Agreement may be terminated, without
penalty, on 60 days' notice, by the Fund's Board of Directors, by a vote of
the holders of a "majority of the outstanding voting securities" of the Fund
(as defined under "Required Vote" below) or by PIMCO Advisors, and each New
PIMCO Agreement will terminate automatically in the event of its "assignment"
(as defined in the 1940 Act).

9
<PAGE>

Evaluation by the Boards of Directors

Each Fund's Board of Directors, including the Board members who are not
Interested Persons of any party to the New PIMCO Agreement or its affiliates,
has approved the New PIMCO Agreement for such Fund and recommends that
stockholders of the Fund approve such agreement. Such Board approvals occurred
at meetings held on November 2, 1999 with respect to The Emerging Markets
Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners
Fund Inc. and Municipal Partners Fund II Inc. and on December 10, 1999 with
respect to Municipal Advantage Fund Inc. Each New PIMCO Agreement will become
effective on the later of the date the Transaction is consummated and the date
the stockholders of the relevant Fund approve such agreement.

In approving the New PIMCO Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of each Fund has
determined that continuity and efficiency of management or advisory services
after the Transaction is consummated can best be assured by approving the New
PIMCO Agreement on behalf of the Fund. The Board of Directors of each Fund
believes that the New PIMCO Agreement will enable the Fund to continue to
obtain high-quality services at costs which it deems appropriate and
reasonable and that approval of the New PIMCO Agreement is in the best
interests of the Fund and its stockholders.

In connection with its review of the New PIMCO Agreement, each Fund's Board
of Directors requested and reviewed, with the assistance of its own legal
counsel, materials furnished by PIMCO Advisors and Allianz of America. These
materials included financial statements as well as other written information
regarding PIMCO Advisors and Allianz of America and their personnel,
operations and financial condition.

In approving the New PIMCO Agreement, the Board of Directors of each Fund
focused primarily on the nature, quality and scope of the operations and
services to date provided by PIMCO Advisors to the Fund, which will continue
to be provided by PIMCO Advisors after the consummation of Transaction with no
change in fees, comparative fee information concerning other investment
companies currently advised by PIMCO Advisors with similar investment
objectives (which information is presented in the Fund Exhibit on page A-1 as
the first item appearing under the heading "A. General Information"), and the
fact that the Existing PIMCO Agreement and the New PIMCO Agreement for such
Fund, including the terms relating to the services to be performed thereunder
by PIMCO Advisors, are substantially identical. In connection with these
primary considerations, comparisons were made between the New PIMCO Agreement
and similar arrangements by other investment companies, particularly with
regard to levels of fees and the anticipated benefits to PIMCO Advisors of its
relationship with each Fund.

In addition to the foregoing primary considerations, each Fund's Board of
Directors considered the likelihood of PIMCO Advisors' and Allianz of
America's financial stability following consummation of the Transaction,
particularly in light of the overall experience and reputation of each of
PIMCO Advisors and Allianz of America, and whether there are any aspects of
the Transaction likely to affect the ability of PIMCO Advisors to retain and
attract qualified personnel following consummation.

Based upon its review of the above factors, the Board of Directors of each
Fund concluded that the New PIMCO Agreement is in the best interests of the
Fund and its stockholders.

A certain director and certain officers of each Fund may have a substantial
interest in the approval of the New PIMCO Agreement for such Fund as a result
of their interests in PIMCO Advisors or affiliates thereof, as described above
under "The Transaction" and in the Fund Exhibit.

10
<PAGE>

Required Vote

As provided by the 1940 Act, approval of each Fund's New PIMCO Agreement
will require the affirmative vote of a "majority of the outstanding voting
securities" of the Fund, which means the affirmative vote of the lesser of (a)
67% or more of the shares of the Fund entitled to vote thereon present or
represented by proxy at the Meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote thereon are present or
represented by proxy, or (b) more than 50% of the total outstanding shares of
the Fund entitled to vote thereon. For this purpose, abstentions and Broker
Non-Votes will be counted as shares present at the Meeting for quorum purposes
but not voting and, under clause (a) above, will have no effect on the
proposal and under clause (b), will have the same effect as votes cast against
the Proposal.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED
PERSONS OF THE FUND, ALLIANZ OF AMERICA, PIMCO ADVISORS OR THEIR AFFILIATES,
RECOMMEND THAT THE STOCKHOLDERS OF THE FUND VOTE "FOR" THE NEW PIMCO
AGREEMENT.

11
<PAGE>

PROPOSAL 2: APPROVAL OF A NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
AMONG PIMCO ADVISORS, SBAM AND THE FUND

Stockholders of The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners
Fund Inc. and Municipal Partners Fund II Inc. will vote on this Proposal.

Introduction

SBAM serves as investment adviser and administrator to each SBAM Fund
pursuant to an investment advisory and administration agreement currently in
place among PIMCO Advisors, SBAM and such SBAM Fund (in each case, the
"Existing SBAM Agreement" and, collectively, the "Existing SBAM Agreements"),
the date of each of which is set forth in the Fund Exhibit on page A-3. In
addition, SBAM serves as investment manager and administrator to The Emerging
Markets Income Fund Inc pursuant to a management agreement with such Fund. The
Fund Exhibit sets forth the respective dates on which each SBAM Fund's
stockholders and Board of Directors, including a majority of the directors who
are not Interested Persons of such SBAM Fund, PIMCO Advisors or SBAM, most
recently approved the SBAM Fund's Existing SBAM Agreement (see page A-3).

As required by the 1940 Act, each Existing SBAM Agreement provides for its
automatic termination in the event of its "assignment," as defined in such
Act. For a discussion of the Transaction, see "The Transaction" under Proposal
1 above. Therefore, in anticipation of the Transaction, the Board of Directors
of each SBAM Fund is proposing that its stockholders approve a new investment
advisory and administration agreement among PIMCO Advisors, SBAM and the SBAM
Fund (in each case, the "New SBAM Agreement" and, collectively, the "New SBAM
Agreements"). The New SBAM Agreement proposed for each SBAM Fund is
substantially identical to its Existing SBAM Agreement. A description of the
New SBAM Agreement proposed for each SBAM Fund, including the services to be
provided by SBAM thereunder, is set forth below. The description is qualified
in its entirety by reference to the form of New SBAM Agreement for each SBAM
Fund attached hereto as Exhibit C. The New SBAM Agreements would take effect
on the date of the consummation of the Transaction. If for any reason the
Transaction is not completed, the Existing SBAM Agreements will remain in
effect.

Information Concerning SBAM

SBAM is a corporation organized under the laws of Delaware on December 24,
1987 and is registered as an investment adviser pursuant to the Advisers Act.
SBAM has served as investment adviser and administrator to each SBAM Fund
pursuant to such SBAM Fund's Existing SBAM Agreement since commencement of the
Fund's operations. As of September 30, 1999, SBAM managed approximately $26.1
billion of assets. The Fund Exhibit provides information with respect to the
investment companies with similar investment objectives to each SBAM Fund for
which SBAM provides management, advisory or sub-advisory services (see pages
A-1-A-2).

SBAM is an indirect wholly-owned subsidiary of Salomon Smith Barney Holding
Company Inc, which in turn is a wholly-owned subsidiary of Citigroup, Inc. The
principal business address of each of the foregoing entities is 7 World Trade
Center, New York, New York 10048.

12
<PAGE>

The names, titles and principal occupations of the current directors and
executive officers of SBAM are set forth in the following table.

<TABLE>
<CAPTION>
Name Title and Principal Occupation
- -------------------------------------------------------------------------------
<C> <S>
Ross S. Margolies Member of the Board of Directors, Managing Director of
SBAM and Salomon Smith Barney Inc.
- -------------------------------------------------------------------------------
Peter J. Wilby Member of the Board of Directors, Managing Director of
SBAM and Salomon Smith Barney Inc.
- -------------------------------------------------------------------------------
Virgil H. Cumming Member of the Board of Directors, Managing Director and
Chief Investment Officer of Salomon Smith Barney Inc.
- -------------------------------------------------------------------------------
Wendy Murdock Member of the Board of Directors, Executive Vice
President of Salomon Smith Barney Inc.
- -------------------------------------------------------------------------------
Heath B. McLendon Managing Director of SBAM and Salomon Smith Barney Inc.,
Director and Chairman of Smith Barney Strategy Advisers
Inc.
- -------------------------------------------------------------------------------
Michael F. Rosenbaum General Counsel of SBAM, Managing Director of Salomon
Smith Barney Inc., Chief Legal Officer of investment
advisory affiliates of SBAM.
- -------------------------------------------------------------------------------
Marcus A. Peckman Member of the Board of Directors and Chief Financial
Officer of SBAM, Director of Salomon Smith Barney Inc.
and Treasurer of Salomon Brothers Asset Management Asia
Pacific Limited.
- -------------------------------------------------------------------------------
Jeffrey S. Scott Chief Compliance Officer of SBAM.
</TABLE>

The business address of Messrs. Margolies, Wilby, Peckman and Scott is 7
World Trade Center, New York, New York 10048 and the business address of the
others is 388 Greenwich Street, New York, New York 10013.

Existing and New SBAM Agreements

The Existing SBAM Agreement and the New SBAM Agreement for each SBAM Fund
are substantially identical. The following description of the New SBAM
Agreement for each SBAM Fund is qualified in its entirety by reference to the
form of New SBAM Agreement attached hereto as Exhibit C.

Services to be Performed

Pursuant to each New SBAM Agreement, subject to the direction and control of
the directors of the SBAM Fund and in consultation with PIMCO Advisors, SBAM
will make investment strategy decisions for each SBAM Fund, manage the
investing and reinvesting of assets in accordance with the SBAM Fund's stated
policies, place purchase and sale orders for the SBAM Fund, provide financial
research and data to the SBAM Fund and be responsible for administrative and
stockholder services.

Expenses and Advisory Fees

Each New SBAM Agreement provides that the SBAM Fund is responsible for all
of its expenses and liabilities, except that SBAM is responsible for the
expenses in connection with providing facilities and personnel reasonably
necessary for the performance of the services to be provided by it to the SBAM
Fund.

For each SBAM Fund, the rate used to determine fees payable by PIMCO
Advisors to SBAM pursuant to the New SBAM Agreement is identical to the rate
in the Existing SBAM Agreement.

13
<PAGE>

Consequently, SBAM will be paid by PIMCO Advisors an annual fee in monthly
installments at a rate under each SBAM Fund's New SBAM Agreement which is
identical to the fee rate for its Existing SBAM Agreement; such fee rate is
set forth in the Fund Exhibit on pages A-1-A-2. For each SBAM Fund, the
aggregate amount of fees paid to SBAM for the SBAM Fund's most recent fiscal
year under its Existing SBAM Agreement is set forth in the Fund Exhibit on
page A-3.

Limitation of Liability

Each New SBAM Agreement provides that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations
thereunder ("disabling conduct"), SBAM shall not be liable to the SBAM Fund or
its stockholders for any act or omission in the course of or in connection
with the rendering of its services thereunder. In addition, each New SBAM
Agreement provides that the SBAM Fund, under certain circumstances, will
indemnify SBAM against any losses or expenses incurred, including amounts paid
in satisfaction of judgments and reasonable legal costs, not resulting from
disabling conduct.

Duration and Termination

Each SBAM Fund's New SBAM Agreement will have an initial term of two years,
and thereafter will continue in effect for successive annual periods provided
such continuance is specifically approved at least annually by (i) a majority
of the members of the SBAM Fund's Board of Directors who are not parties to
the New SBAM Agreement, and who are not Interested Persons of any such party,
and (ii) a majority of the SBAM Fund's Board of Directors or the holders of a
"majority of the outstanding voting securities" (as defined in the 1940 Act)
of the SBAM Fund. For each SBAM Fund, its New SBAM Agreement may be
terminated, without penalty, on 60 days' notice, by the SBAM Fund's Board of
Directors, by a vote of the holders of a "majority of the outstanding voting
securities" of the SBAM Fund, or by SBAM, and each New SBAM Agreement will
terminate automatically in the event of its "assignment" (as defined in the
1940 Act).

Evaluation by the Boards of Directors

Each SBAM Fund's Board of Directors, including the Board members who are not
Interested Persons of any party to the New SBAM Agreement or its affiliates,
has approved the New SBAM Agreement for such SBAM Fund and recommends that
stockholders of the SBAM Fund approve such agreement. Such Board approvals
occurred at meetings held on November 2, 1999. Each New SBAM Agreement will
become effective on the later of the date the Transaction is consummated and
the date the stockholders of the relevant Fund approve such agreement.

In approving the New SBAM Agreement and determining to submit it to the
stockholders for their approval, the Board of Directors of each SBAM Fund has
determined that continuity and efficiency of management or advisory services
after the Transaction is consummated can best be assured by approving the New
SBAM Agreement on behalf of the SBAM Fund. The Board of each SBAM Fund
believes that the New SBAM Agreement will enable the SBAM Fund to continue to
obtain high-quality services at costs which it deems appropriate and
reasonable and that approval of the New SBAM Agreement is in the best
interests of the SBAM Fund and its stockholders.

In connection with its review of the New SBAM Agreement, each SBAM Fund's
Board of Directors requested and reviewed, with the assistance of its own
legal counsel, materials furnished by SBAM. These materials included financial
statements as well as other written information regarding SBAM and its
personnel, operations and financial condition.

14
<PAGE>

In approving the New SBAM Agreement, the Board of Directors of each SBAM
Fund focused primarily on the nature, quality and scope of the services
provided to date by SBAM to the SBAM Fund, which are expected to continue to
be provided after the Transaction with no change in fees, comparative fee
information concerning other investment companies advised by SBAM with similar
investment objectives (which information is presented in the Fund Exhibit on
page A-1 as the first item appearing under the heading "A. General
Information"), and the fact that the Existing SBAM Agreement and the New SBAM
Agreement for such SBAM Fund, including the terms relating to the services to
be performed thereunder by SBAM, are substantially identical. In connection
with these primary considerations, comparisons were made between the New SBAM
Agreement and similar arrangements by other investment companies, particularly
with regard to levels of fees and the benefits to SBAM of its relationship
with each SBAM Fund. In addition, each SBAM Fund's Board of Directors
considered the commitment of SBAM to maintain and enhance the services
provided to the SBAM Fund by it.

In addition to the foregoing primary considerations, each SBAM Fund's Board
of Directors considered the likelihood of SBAM's continued financial
stability, particularly in light of its overall experience and reputation and
the fact that the Transaction will have no impact on SBAM, its personnel or
the services it provides to each SBAM Fund.

Based upon its review of the above factors, the Board of Directors of each
SBAM Fund concluded that the New SBAM Agreement is in the best interests of
the SBAM Fund and its stockholders.

A director and certain officers of each SBAM Fund may have a substantial
interest in the approval of the New SBAM Agreement for such Fund as a result
of their interests in SBAM or affiliates thereof, as described in Proposal 1
and in the Fund Exhibit.

Required Vote

As provided by the 1940 Act, approval of each SBAM Fund's New SBAM Agreement
will require the affirmative vote of a "majority of the outstanding voting
securities" of the SBAM Fund. For a discussion of the definition of a
"majority of the outstanding voting securities," see "Required Vote" under
Proposal 1 above.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED
PERSONS OF THE FUND, ALLIANZ OF AMERICA, SBAM, PIMCO ADVISORS OR THEIR
AFFILIATES, RECOMMEND THAT THE STOCKHOLDERS OF THE FUND VOTE "FOR" THE NEW
SBAM AGREEMENT.

PROPOSAL 3: APPROVAL OF A NEW INVESTMENT ADVISORY OR INVESTMENT ADVISORY AND
ADMINISTRATION AGREEMENT AMONG PIMCO ADVISORS, OPCAP AND THE FUND

Stockholders of Municipal Advantage Fund Inc. will vote on this Proposal.

Introduction

OpCap serves as investment adviser and administrator to MAF pursuant to an
investment advisory and administration agreement currently in place among
PIMCO Advisors, OpCap and MAF (the "Existing OpCap Agreement"), the date of
which is set forth in the Fund Exhibit on page A-3. The Fund Exhibit sets
forth the respective dates on which Municipal Advantage Fund Inc's
stockholders and Board of Directors, including a majority of the directors who
are not Interested Persons of this Fund, PIMCO Advisors or OpCap, most
recently approved the Fund's Existing OpCap Agreement (see page A-3).

15
<PAGE>

As required by the 1940 Act, the Existing OpCap Agreement provides for its
automatic termination in the event of its "assignment", as defined in such
Act. For a discussion of the Transaction, see "The Transaction" under Proposal
1 above. Therefore, in anticipation of the Transaction, the Board of Directors
of MAF is proposing that its stockholders approve a new investment advisory or
investment advisory and administration agreement among PIMCO Advisors, OpCap
and MAF (the "New OpCap Agreement"). The New OpCap Agreement is substantially
identical to the Existing OpCap Agreement. A description of the New OpCap
Agreement proposed for this Fund, including the services to be provided by
OpCap thereunder, is set forth below. The description is qualified in its
entirety by reference to the form of New OpCap Agreement for this Fund
attached hereto as Exhibit D. The New OpCap Agreement would take effect on the
date of consummation of the Transaction. If for any reason the Transaction is
not completed, the Existing OpCap Agreement will remain in effect.

Information Concerning OpCap

OpCap is a Delaware general partnership and a registered investment adviser
under the Advisers Act. OpCap is a wholly-owned subsidiary of PIMCO Advisors.
OpCap has served as the investment adviser and administrator to Municipal
Advantage Fund Inc. since commencement of the Fund's operations. At September
30, 1999, OpCap, together with its parent company, Oppenheimer Capital,
managed approximately $56 billion of assets.

The names, titles and principal occupations of the current executive
officers of OpCap are set forth in the following table. The business address
of each person listed below is 1345 Avenue of the Americas, New York, New York
10105.

<TABLE>
<CAPTION>
Name Title and Principal Occupation
- ---------------------------------------------------------------------------
<C> <S>
Kenneth M. Poovey Chief Executive Officer of OpCap
- ---------------------------------------------------------------------------
Colin Glinsman Chief Investment Officer, Managing Director of OpCap
- ---------------------------------------------------------------------------
Peter M. Jones Managing Director of OpCap
- ---------------------------------------------------------------------------
Richard M. Weil Managing Director of OpCap
- ---------------------------------------------------------------------------
Frank Poli Vice President and Secretary of OpCap
- ---------------------------------------------------------------------------
Robert M. Fitzgerald Chief Financial Officer of OpCap
- ---------------------------------------------------------------------------
Tony Orlando Treasurer of OpCap
</TABLE>

Existing and New OpCap Agreements

The Existing OpCap Agreement and the New OpCap Agreement are substantially
identical. The following description of the New OpCap Agreement is qualified
in its entirety by reference to the form of New OpCap Agreement attached
hereto as Exhibit D.

Services to be Performed

Pursuant to the New OpCap Agreement, subject to the direction and control of
the Directors of MAF and in consultation with PIMCO Advisors, OpCap will make
investment strategy decisions for MAF, manage the investing and reinvesting of
assets in accordance with MAF's stated policies, place purchase and sale
orders for

16
<PAGE>

MAF, provide financial research and data to MAF and be responsible for
administrative and stockholders services.

Expenses and Advisory Fees

The New OpCap Agreement provides that MAF is responsible for all of its
expenses and liabilities, except that OpCap is responsible for the expenses in
connection with providing office space, office facilities and personnel
reasonably necessary for performance of the services to be provided by it to
MAF.

The rate used to determine fees payable by PIMCO Advisors to OpCap pursuant
to the New OpCap Agreement is identical to the rate in the Existing OpCap
Agreement. Consequently, OpCap will be paid by PIMCO Advisors an annual fee in
monthly installments at a rate under the New OpCap Agreement which is
identical to the fee rate under the Existing OpCap Agreement; such fee rate is
set forth in the Fund Exhibit on page A-1. The aggregate amount of the fees
paid to OpCap for MAF's most recent fiscal year under the Existing OpCap
Agreement is set forth in the Fund Exhibit on page A-3.

Limitation of Liability

The New OpCap Agreement provides that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations
thereunder ("disabling conduct"), OpCap shall not be liable to MAF or its
stockholders for any act or omission in the course of or in connection with
the rendering of its services thereunder. In addition, the New OpCap Agreement
provides that MAF, under certain circumstances, will indemnify OpCap against
any losses or expenses incurred, including amounts paid in satisfaction of
judgments and reasonable legal costs, not resulting from disabling conduct.

Duration and Termination

The New OpCap Agreement will have an initial term of two years, and
thereafter will continue in effect for successive annual periods provided such
continuance is specifically approved at least annually by (i) a majority of
the members of MAF's Board of Directors who are not parties to the New OpCap
Agreement, and who are not Interested Persons of any such party, and (ii) a
majority of MAF's Board of Directors or the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of MAF. The New
OpCap Agreement may be terminated, without penalty, on 60 days' notice, by
MAF's Board of Directors, by a vote of the holders of a "majority of the
outstanding voting securities" of MAF, or by PIMCO Advisors, and the New OpCap
Agreement will terminate automatically in the event of its "assignment" (as
defined in the 1940 Act). In addition, like the Existing OpCap Agreement, the
New OpCap Agreement may be terminated, without penalty, on 60 days' notice, by
OpCap.

Evaluation by the Boards of Directors

MAF's Board of Directors, including the Board members who are not Interested
Persons of any party to the New OpCap Agreement or its affiliates, has
approved the New OpCap Agreement for MAF and recommends that the stockholders
of MAF approve such agreement. Such Board approval occurred at a meeting held
on December 10, 1999. The New OpCap Agreement will become effective on the
later of the date the Transaction is consummated and the date the stockholders
of MAF approve such agreement.

In approving the New OpCap Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of MAF has determined
that continuity and efficiency of advisory services after the

17
<PAGE>

Transaction is consummated can best be assured by approving the New OpCap
Agreement on behalf of MAF. The Board of Directors of MAF believes that the
New OpCap Agreement will enable MAF to continue to obtain high-quality
services at costs which it deems appropriate and reasonable and that approval
of the New OpCap Agreement is in the best interests of this Fund and its
stockholders.

In connection with its review of the New OpCap Agreement, MAF's Board of
Directors requested and reviewed, with the assistance of its own legal
counsel, materials furnished by OpCap, PIMCO Advisors and Allianz of America.
These materials included financial statements as well as other written
information regarding PIMCO Advisors and Allianz of America and their
personnel, operations and financial condition.

In approving the New OpCap Agreement, the Board of Directors of MAF focused
primarily on the nature, quality and scope of the operations and services to
date provided by OpCap to MAF, which are expected to continue to be provided
after the consummation of Transaction with no change in fees and the fact that
the Existing OpCap Agreement and the New OpCap Agreement for MAF, including
the terms relating to the services to be performed thereunder by OpCap, are
substantially identical. In connection with these primary considerations,
comparisons were made between the New OpCap Agreement and similar arrangements
by other investment companies, particularly with regard to levels of fees and
the anticipated benefits to OpCap of its relationship with MAF.

In addition to the foregoing primary considerations, MAF's Board of
Directors considered the likelihood of OpCap's and Allianz of America's
financial stability following consummation of the Transaction particularly in
light of the overall experience and reputation of each of OpCap, PIMCO
Advisors and Allianz of America, and whether there are any aspects of the
Transaction likely to affect the ability of OpCap to retain and attract
qualified personnel following consummation of the Transaction.

Based upon its review of the above factors, the Board of Directors of MAF
concluded that the New OpCap Agreement is in the best interests of the Fund
and its stockholders.

Certain directors and officers of MAF may have a substantial interest in the
approval of the New OpCap Agreement for such Fund as a result of their
interests in PIMCO Advisors, OpCap or affiliates thereof, as described in
Proposal 1 and in the Fund Exhibit.

Required Vote

As provided by the 1940 Act, approval of the New OpCap Agreement will
require the affirmative vote of a "majority of the outstanding voting
securities" of MAF. For a discussion of the definition of a "majority of the
outstanding voting securities", see "Required Vote" under Proposal 1 above.

THE DIRECTORS OF MUNICIPAL ADVANTAGE FUND, INC. INCLUDING THE DIRECTORS WHO
ARE NOT INTERESTED PERSONS OF THE FUND, ALLIANZ OF AMERICA, OPCAP, PIMCO
ADVISORS OR THEIR AFFILIATES, RECOMMEND THAT THE STOCKHOLDERS OF THE FUND VOTE
"FOR" THE NEW OPCAP AGREEMENT.

PROPOSAL 4: ELECTION OF DIRECTORS

Stockholders of The Emerging Markets Income Fund Inc, Global Partners Income
Fund Inc. and Municipal Advantage Fund Inc. will vote on this Proposal.

The Meeting of each of the Funds listed above also will serve as that Fund's
Annual Meeting of Stockholders, and stockholders of those Funds are being
asked to consider for election as directors the individuals

18
<PAGE>

(the "Nominees") listed in the Fund Exhibit on pages A-7-A-15. As described in
the Fund Exhibit on pages A-7 and A-13, each Fund's Board of Directors is
divided into three classes. Consequently, stockholders of The Emerging Markets
Income Fund and Global Partners Income Fund Inc. will be electing two
directors at the respective Meetings to hold office until the year 2002 Annual
Meeting of Stockholders and stockholders of Municipal Advantage Fund, Inc.
will be electing one director to hold office until the year 2003 Annual
Meeting of Stockholders or, in each case, thereafter when their respective
successors are elected and qualified.

Biographical information about the Nominees and other directors and
executive officers of the Funds, and other information relating to, among
other things, compensation of such individuals, is set forth in the Fund
Exhibit on pages A-7-A-15 under the heading "B. Specific Fund Information."
Each Nominee currently serves as a director of the relevant Fund.

The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed otherwise) FOR the election of the Nominees. Each
Nominee has indicated that he 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.

Required Vote

For each Fund, directors are elected by a plurality of the votes cast by the
holders of shares of the Fund's Common Stock present in person or represented
by proxy at a meeting at which a quorum is present. For purposes of the
election of directors, abstentions and broker non-votes will not be considered
votes cast, and do not effect the plurality vote required for directors.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED
PERSONS OF EACH FUND, RECOMMEND THAT THE STOCKHOLDERS OF THE FUND VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTORS.

PROPOSAL 5: RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

Stockholders of The Emerging Markets Income Fund Inc, Global Partners Income
Fund Inc. and Municipal Advantage Fund Inc. will vote on this Proposal.

Because the Meetings of each of the Funds listed above will serve as that
Fund's Annual Meeting of Stockholders, the stockholders of each Fund will be
asked to ratify the selection by the Fund's Board of Directors of the Fund's
independent accountants. The Board of Directors of each Fund has selected
PricewaterhouseCoopers LLP as independent accountants of the Fund for the
fiscal year of each Fund set forth in the Fund Exhibit on page A-13 as to The
Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. and on
page A-16 as to the Municipal Advantage Fund Inc. The appointment of
independent accountants is approved annually by each Fund's Board of Directors
and is subsequently submitted to its stockholders for ratification.

PricewaterhouseCoopers LLP served as independent accountant for each Fund
for the most recently completed fiscal year. Each Fund has been advised by
PricewaterhouseCoopers LLP that, as of the Record Date, neither the firm nor
any of its partners had any direct or material indirect financial interest in
either Fund. A representative of PricewaterhouseCoopers LLP is expected to
attend the Meeting to answer questions concerning each Fund's financial
statements and will have an opportunity to make a statement if he or she
chooses to do so.

19
<PAGE>

Required Vote

Ratification of the selection of PricewaterhouseCoopers LLP as each Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of the Fund's Common Stock
present in person or represented by proxy at a meeting at which a quorum is
present. For purposes of this proposal, abstentions and Broker Non-Votes will
not be considered to be votes cast and do not affect the vote required for
ratification.

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED
PERSONS OF EACH FUND, RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE FUNDS' INDEPENDENT
ACCOUNTANTS.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

Information regarding the number and percentage of outstanding shares of
each Fund owned beneficially by each director and executive officer thereof,
all directors and executive officers as a group, in each case as of October
31, 1999, is set forth in the Fund Exhibit on pages A-6-A-7.

No person owned of record, or to the knowledge of the management of each
relevant Fund, owned beneficially, more than 5% of the Fund's outstanding
shares as of October 31, 1999.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

Any proposals which stockholders of a Fund plan to submit at the next annual
meeting of such Fund must be received by SBAM or OpCap and PIMCO Advisors on
the date set forth in column A of the following table if the proposals are to
be included in the notice of meeting and the proxy statement relating to such
annual meetings. Any stockholder of a Fund who desires to bring a proposal at
the next annual meeting of such Fund, without including such proposal in the
Fund's proxy statement must deliver written notice thereof to the secretary of
the Fund during the thirty-day period set forth in column B of the following
table.

<TABLE>
<CAPTION>
Name of Fund A B
- ------------ - -
<S> <C> <C>
The Emerging Markets Income Fund Inc 9/14/2000 11/27/2000-12/27/2000
The Emerging Markets Income Fund II Inc 4/3/2000 6/11/2000-7/11/2000
The Emerging Markets Floating Rate Fund Inc. * 3/13/2000-4/12/2000
Global Partners Income Fund Inc. 9/14/2000 11/27/2000-12/27/2000
Municipal Advantage Fund Inc. 9/14/2000 11/27/2000-12/27/2000
Municipal Partners Fund Inc. * 12/13/1999-1/12/2000
Municipal Partners Fund II Inc. 6/14/2000 7/14/2000-8/14/2000
</TABLE>
- --------
* Deadline expired.

OTHER BUSINESS

The Funds' Boards of Directors do not know of any other matter which may
come before the Meetings. If any other matter properly comes before the
Meetings, it is the intention of the persons named in the proxy to vote the
shares represented thereby in accordance with their judgment on that matter.

20
<PAGE>

EXPENSES OF THE MEETING

The expenses of the Meeting of each Fund other than The Emerging Markets
Income Fund Inc, Global Partners Income Fund Inc. and Municipal Advantage Fund
Inc., will be borne equally by Allianz of America and PIMCO Advisors. The
expenses of the Meetings of The Emerging Markets Income Fund Inc, Global
Partners Income Fund Inc. and Municipal Advantage Fund Inc., relating to the
approval of new investment advisory or management agreements or a new
investment advisory and administration agreement will be borne equally by
Allianz of America and PIMCO Advisors, while the expenses of such Meetings
relating to the governance of such Funds will be borne by the respective
Funds.

Proxies may be solicited personally by officers of each Fund and by regular
employees of PIMCO Advisors, SBAM and OpCap, or their affiliates, or other
representatives of each 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 for
such out-of-pocket expenses. In addition, each Fund has retained D.F. King &
Co., Inc., a proxy solicitation firm, to assist in the solicitation of the
proxy vote. It is anticipated that D.F. King & Co., Inc. will be paid for such
solicitation services in an amount not to exceed $5,000 plus reasonable out-
of-pocket expenses. Therefore, expenses of the Meetings will include costs of
(i) preparing, assembling and mailing material in connection with the
solicitation, (ii) soliciting proxies by officers or employees, personally or
by telephone or telegraph, (iii) reimbursing brokerage houses, banks and other
fiduciaries and (iv) compensating the proxy solicitor.

D.F. King & Co., Inc. may call stockholders to ask if they would be willing
to have their votes recorded by telephone. The telephone voting procedure is
designed to authenticate stockholders' identities, to allow stockholders to
authorize the voting of their shares in accordance with their instructions and
to confirm that their instructions have been recorded properly. Each Fund has
been advised by counsel that these procedures are consistent with the
requirements of applicable law. A stockholder voting by telephone would be
asked for his or her social security number or other identifying information
and would be given an opportunity to authorize proxies to vote his or her
shares in accordance with his or her instructions. To insure that the
stockholder's instructions have been recorded correctly, he or she will
receive a confirmation of such instructions in the mail. The confirmation is a
replica of the proxy card but with marks indicating how the stockholder voted,
along with a special toll-free number which will be available in the event the
stockholder wishes to change or revoke the vote. Although a stockholder's vote
may be taken by telephone, each stockholder will receive a copy of this proxy
statement and may vote by mail using the enclosed proxy card. If you have any
questions or need assistance in voting, please contact D.F. King & Co., Inc.
at its toll-free number, 1-800-549-6697.

January 12, 2000

21
<PAGE>

EXHIBIT A

FUND EXHIBIT

A. General Information. The following information relates to each of the
Funds identified below and is provided in connection with the proposals in the
proxy statement relating to each such Fund. Stockholders of The Emerging
Markets Income Fund Inc, Global Partners Fund Inc. and Municipal Advantage
Fund Inc. should also refer to the information relating specifically to each
such Fund which is provided below under the heading "Specific Fund
Information." Terms used herein and not otherwise defined have the meanings
given to them in the proxy statement.

1. COMPARATIVE FEE INFORMATION:

PIMCO Advisors currently serves as an investment adviser or manager to each
Fund, and to the investment companies listed below which have similar
investment objectives to each Fund and, after the consummation of the
Transaction, PIMCO Advisors will remain the investment adviser or manager to
each Fund. For purposes of comparison of the information listed below, The
Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The
Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc.,
PIMCO Emerging Markets Bond Fund and PIMCO Emerging Markets Bond Fund II have
similar investment objectives; and Municipal Advantage Fund Inc., Municipal
Partners Fund Inc., Municipal Partners Fund II Inc. and PIMCO Municipal Bond
Fund have similar investment objectives.

<TABLE>
<CAPTION>
Investment Advisory,
Management or Sub-Advisory Approximate net assets
Fee (as a percentage of as of October 31, 1999
Name of Fund average weekly net assets) (in millions)
- ------------ -------------------------- ----------------------
<S> <C> <C>
The Emerging Markets Income
Fund Inc................... 0.50% $ 47.2
The Emerging Markets Income
Fund II Inc................ 1.20%(1) 239.4
The Emerging Markets
Floating Rate Fund Inc..... 1.10%(2) 47.9
Global Partners Income Fund
Inc........................ 1.10%(2) 164.2
PIMCO Emerging Markets Bond
Fund....................... .90%(3) 25
PIMCO Emerging Markets Bond
Fund II.................... .85%(3) 270.11
Municipal Partners Fund
Inc........................ 0.60%(4) 116.5
Municipal Partners Fund II
Inc........................ 0.60%(4) 122.9
Municipal Advantage Fund
Inc........................ 0.60%(5) 153.6
PIMCO Municipal Bond Fund... 0.50%(3) 55.8
</TABLE>
- --------
(1) PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of
0.70% of the Fund's average weekly net assets.
(2) PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of
0.65% of the Fund's average weekly net assets.
(3) Includes compensation for administrative service.
(4) PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of
0.36% of the Fund's average weekly net assets.
(5) PIMCO Advisors remits a portion of its fee to OpCap at an annual rate of
0.36% of the Fund's average weekly net assets.

SBAM serves as an investment adviser, manager or sub-adviser to each SBAM
Fund and to the investment companies listed below which have similar
investment objectives to The Emerging Markets Income Fund Inc and the SBAM
Funds. For purposes of comparison of the information listed below, The
Emerging Markets

A-1
<PAGE>

Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc., Global Partners Income Fund Inc., Salomon Brothers
High Income Fund Inc., Salomon Brothers High Income Fund II Inc, Salomon
Brothers Institutional Emerging Markets Debt Fund and Salomon Brothers
Worldwide Income Fund Inc have similar investment objectives; and Municipal
Partners Fund Inc., Municipal Partners Fund II Inc. and Salomon Brothers
National Intermediate Municipal Fund have similar investment objectives.

<TABLE>
<CAPTION>
Investment Advisory,
Management or Sub-Advisory Approximate net assets
Fee (as a percentage of as of October 31, 1999
Name of Fund average weekly net assets) (in millions)
- ------------ -------------------------- ----------------------
<S> <C> <C>
The Emerging Markets Income
Fund Inc................... 0.70%(1) $ 47.2
The Emerging Markets Income
Fund II Inc................ 0.70%(2) 239.4
The Emerging Markets
Floating Rate Fund Inc..... 0.65%(2) 47.9
Global Partners Income Fund
Inc........................ 0.65%(2) 164.2
Salomon Brothers High Income
Fund Inc................... 0.70% 57.4
Salomon Brothers High Income
Fund II Inc................ 1.00% 832.7
Salomon Brothers
Institutional Emerging
Markets Debt Fund.......... 0.70%(3) 52.3
Salomon Brothers Worldwide
Income Fund Inc............ 0.90% 150.2
Municipal Partners Fund
Inc........................ 0.36%(2) 116.5
Municipal Partners Fund II
Inc........................ 0.36%(2) 122.9
Salomon Brothers National
Intermediate Municipal
Fund....................... 0.50% 14.7
</TABLE>
- --------
(1) Fee is paid by the Fund and includes compensation for administrative
services.
(2) Fee is paid by PIMCO Advisors out of its management fee and includes
compensation for administrative services.
(3) SBAM has voluntarily agreed to limit the total expenses (including its
advisory fees) of the Fund (exclusive of taxes, interest and extraordinary
expenses, such as litigation and indemnification expenses) on an
annualized basis, to 0.75% of the Fund's average daily net assets.

OpCap does not serve as an investment adviser to any other registered
investment company with an investment objective similar to that of Municipal
Advantage Fund Inc.

2. INFORMATION PERTAINING TO THE MEETING:

The following table sets forth the issued and outstanding shares of each
Fund as of the Record Date.

<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Preferred Stock
Common Stock Issued Issued and
Name of Fund and Outstanding Outstanding
- ------------ ------------------- -------------------
<S> <C> <C>
The Emerging Markets Income Fund Inc.. 4,012,554 N/A
The Emerging Markets Income Fund II
Inc.................................. 23,433,684 N/A
The Emerging Markets Floating Rate
Fund Inc............................. 4,255,363 N/A
Global Partners Income Fund Inc....... 14,748,540 N/A
Municipal Advantage Fund Inc.......... 7,257,093 1,100
Municipal Partners Fund Inc........... 5,757,024 800
Municipal Partners Fund II Inc........ 6,007,094 900
</TABLE>

A-2
<PAGE>

3. INFORMATION PERTAINING TO THE EXISTING PIMCO AGREEMENTS, THE EXISTING SBAM
AGREEMENTS AND THE EXISTING OPCAP AGREEMENTS:

The following table provides information regarding the date of each Existing
PIMCO Agreement, Existing SBAM Agreement and Existing OpCap Agreement, the
date on which the respective Boards and stockholders of each Fund last
approved such agreements, and the fees paid to PIMCO Advisors*, SBAM and/or
OpCap, as applicable, pursuant to such agreements for each Fund's most
recently completed fiscal year.*

<TABLE>
<CAPTION>
Fees Paid by
PIMCO
Fee Paid by Advisors to
Agreement Date of Last Date of Last Fund to SBAM or
Name of Fund Description Board Stockholder PIMCO OpCap
(and Fiscal Year-end) (and date) Approval Approval Advisors Advisors
--------------------- ----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
The Emerging Markets Existing PIMCO 11/2/99 1/15/98 $ 202,832 --
Income Fund Inc (8/31) Agreement (1/15/98)

The Emerging Markets Existing PIMCO 11/2/99 1/15/98 $2,752,455 --
Income Fund II Inc Agreement (1/15/98)
(5/31)

Existing SBAM 11/2/99 1/15/98 -- $1,605,599(1)
Agreement (1/15/98)

The Emerging Markets Existing PIMCO 11/2/99 1/15/98 $ 578,555 --
Floating Rate Fund Inc. Agreement (1/15/98)
(2/28)

Existing SBAM 11/2/99 1/15/98 -- $ 341,873(1)
Agreement (1/15/98)

Global Partners Income Existing PIMCO 11/2/99 1/15/98 $1,789,926 --
Fund Inc. (8/31) Agreement (1/15/98)

Existing SBAM 11/2/99 1/15/98 -- $1,057,684(1)
Agreement (1/15/98)

Municipal Advantage Existing PIMCO 12/10/99 10/14/97 $ 966,173 --
Fund Inc. (10/31) Agreement (10/14/97)

Existing OpCap 12/10/99 10/14/97 -- $ 579,704(1)
Agreement (10/14/97)

Municipal Partners Fund Existing PIMCO 11/2/99 1/15/98 $ 753,309 --
Inc. (12/31) Agreement (1/15/98)

Existing SBAM 11/2/99 1/15/98 -- $ 451,985(1)
Agreement (1/15/98)

Municipal Partners Fund Existing PIMCO 11/2/99 1/15/98 $ 788,760 --
II Inc. (6/30) Agreement (1/15/98)

Existing SBAM 11/2/99 1/15/98 -- $ 473,256(1)
Agreement (1/15/98)
</TABLE>
- --------
* Effective November 2, 1999, as to each SBAM Fund, and September 17, 1999 as
to MAF, Value Advisors LLC, a wholly-owned subsidiary of PIMCO Advisors,
assigned its duties and responsibilities to PIMCO Advisors under each
agreement.
(1) Includes payment for administrative services.

A-3
<PAGE>

4. INFORMATION PERTAINING TO EACH FUND'S DIRECTORS AND OFFICERS:

The following table provides information regarding the directors and
officers of The Emerging Markets Income Fund Inc, The Emerging Markets Income
Fund II Inc, The Emerging Markets Floating Rate Fund Inc. and/or Global
Partners Income Fund Inc. who currently are also directors, officers or
employees of PIMCO Advisors or SBAM.

<TABLE>
<CAPTION>
Position with The Emerging
Markets Income Fund Inc/
The Emerging Markets
Income Fund II Inc/The
Emerging Markets Floating Position with PIMCO
Rate Fund Inc/Global Advisors
Name Partners Income Fund Inc. or SBAM
- ---- -------------------------- -------------------
<S> <C> <C>
Heath B. McLendon....... Co-Chairman of the Board Member of the Board of
Directors, SBAM

William D. Cvengros..... Co-Chairman of the Board Chief Executive Officer and
President, PIMCO Advisors

Stephen J. Treadway..... President Executive Vice President, PIMCO
Advisors

Newton B. Schott, Jr. .. Executive Vice President Senior Vice President, PIMCO
Advisors Mutual Fund Division

Peter J. Wilby.......... Executive Vice President Managing Director, SBAM

Thomas K. Flanagan...... Executive Vice President Managing Director, SBAM

Beth A. Semmel.......... Executive Vice President(1) Managing Director, SBAM

James E. Craige......... Executive Vice President Managing Director, SBAM

Lewis E. Daidone........ Executive Vice President and *
Treasurer

Anthony Pace............ Controller *

Christina T. Sydor...... Secretary *

Robert A. Vegliante..... Assistant Secretary *
</TABLE>
- --------
* Does not hold an office with SBAM but rather is an officer of one of SBAM's
investment advisory affiliates.
(1) Ms. Semmel only holds this office with Global Partners Income Fund Inc.

A-4
<PAGE>

The following table provides information regarding the directors and
officers of Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.
who currently are also directors, officers or employees of PIMCO Advisors or
SBAM.

<TABLE>
<CAPTION>
Position with Municipal
Partners Fund Inc. and
Municipal Partners Position with PIMCO
Name Fund II Inc. Advisors or SBAM
- ---- ----------------------- -------------------
<S> <C> <C>
Heath B. McLendon....... Co-Chairman of the Board Member of Board of Directors,
SBAM

William D. Cvengros..... Co-Chairman of the Board Chief Executive Officer and
President, PIMCO Advisors

Stephen J. Treadway..... President Executive Vice President, PIMCO
Advisors

Newton B. Schott, Jr. .. Executive Vice President Senior Vice President, PIMCO
Advisors Mutual Fund Division

Robert Amodeo........... Executive Vice President Director, SBAM

Lewis E. Daidone........ Executive Vice President and *
Treasurer

Anthony Pace............ Controller *

Christina T. Sydor...... Secretary *

Robert A. Vegliante..... Assistant Secretary *
</TABLE>
- --------
* Does not hold an office with SBAM but rather is an officer of one of SBAM's
investment advisory affiliates.

The following table provides information regarding the directors and
officers of Municipal Advantage Fund Inc. who currently are also directors,
officers or employees of PIMCO Advisors or OpCap.

<TABLE>
<CAPTION>
Position with PIMCO
Position with Municipal Advisors or OpCap
Name Advantage Fund Inc. Advisors
- ---- ----------------------- -------------------
<S> <C> <C>
Stephen J. Treadway..... Chairman of the Board of Executive Vice President, PIMCO
Directors Advisors

Bernard H. Garil........ President *

Matthew Greenwald....... Executive Vice President *

Newton B. Schott, Jr. .. Executive Vice President and Senior Vice President, PIMCO
Assistant Secretary Advisors Mutual Fund Division

Lawrence K. Becker...... Treasurer *

Elliot M. Weiss......... Secretary Vice President, OpCap

Brian Shlissel.......... Assistant Treasurer *
</TABLE>
- --------
* Does not hold an office with OpCap but rather is an officer of one of
OpCap's affiliates.

A-5
<PAGE>

5. INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS:

The following table provides information regarding the number and percentage
of outstanding shares or common stock of each of Municipal Partners Fund Inc.
and Municipal Partners Fund II Inc. owned beneficially by each director and
executive officer of such Funds, and all directors and executive officers of
each such Fund as a group, in each case as of October 31, 1999.

<TABLE>
<CAPTION>
Name Municipal Partners Fund Inc. Municipal Partners Fund II Inc.
- ---- ---------------------------- -------------------------------
<S> <C> <C>
Charles F. Barber....... 1,000 1,000
Heath B. McLendon....... 107 103
William D. Cvengros..... -0- -0-
Riodan Roett............ -0- -0-
Robert L. Rosen......... -0- -0-
Stephen J. Treadway..... -0- -0-
Newton B. Schott, Jr. .. -0- -0-
Robert Amodeo........... -0- -0-
Lewis E. Daidone........ -0- -0-
All Directors and
Executive Officers (as
a group)............... 1,107 1,103
</TABLE>

The following table provides information regarding the number and percentage
of outstanding shares of common stock of each of The Emerging Markets Income
Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc. and Global Partners Income Fund Inc. owned
beneficially by each director and executive officer of such Funds, and all
directors and executive officers of each such Fund as a group, in each case as
of October 31, 1999.

<TABLE>
<CAPTION>
The Emerging The Emerging The Emerging
Markets Income Markets Income Markets Floating Global Partners
Name Fund Inc Fund II Inc Rate Fund Inc. Income Fund Inc.
- ---- -------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Charles F. Barber....... 3,719 5,915 500 1,000
William D. Cvengros..... -0- -0- -0- -0-
Leslie H. Gelb.......... -0- -0- -0- -0-
Heath B. McLendon....... 158 294 121 266
Riordan Roett........... -0- -0- -0- -0-
Jeswald W. Salacuse..... 200 200 200 200
Stephen J. Treadway..... -0- -0- -0- -0-
Newton B. Schott, Jr. .. -0- -0- -0- -0-
Peter J. Wilby.......... -0- 500 -0- 500
Beth A. Semmel.......... -0- -0- -0- -0-
Thomas K. Flanagan...... 302(1) 591 -0- -0-
James E. Craige......... 316 -0- -0- 171
Lewis E. Daidone........ -0- -0- -0- -0-
All Directors and
Executive Officers (as
a group)............... 4,695 7,500 821 2,167
</TABLE>
- --------
(1) Shares are owned by Mr. Flanagan's wife. Mr. Flanagan disclaims beneficial
ownership of such shares.

The following table provides information regarding the number and percentage
of outstanding shares of common stock of Municipal Advantage Fund Inc. owned
beneficially by each director and executive officer of such Funds, and all
directors and executive officers of each such Fund as a group, in each case as
of October 31, 1999.

A-6
<PAGE>

<TABLE>
<CAPTION>
Municipal
Advantage
Name Fund Inc.
---- ---------
<S> <C>
Raymond D. Horton.................................................. -0-
Stephen J. Treadway................................................ -0-
Robert L. Rosen.................................................... -0-
Jeswald W. Salacuse................................................ 246
Bernard H. Garil................................................... -0-
Matthew Greenwald.................................................. -0-
Newton B. Schott, Jr. ............................................. -0-
Lawrence K. Becker................................................. -0-
Elliot M. Weiss.................................................... -0-
Brian S. Shlissel.................................................. -0-
All Directors and Executive Offices (as a group)................... 246
</TABLE>

For each of the Funds, the holdings of no director or executive officer, nor
the directors and executive officers of such Fund as a group, represented more
than 1% of the outstanding shares of such Fund's common stock as of October
31, 1999. Except as otherwise noted above, each director and executive officer
has sole voting and investment power with respect to the listed shares. No
director or executive officer held any shares of preferred stock of any Fund
as of October 31, 1999.

No person owned of record, or to the knowledge of the management of each
relevant Fund, owned beneficially, more than 5% of the Fund's outstanding
shares as of October 31, 1999.

B. Specific Fund Information. The following information relates specifically
to The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc.
and is provided in connection with the proposals in the proxy statement
relating to such Funds.

The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc.

1. INFORMATION PERTAINING TO THE ELECTION OF DIRECTORS:

In accordance with each Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III.

The Emerging Markets Income Fund Inc

At the Meeting, stockholders will be asked to elect two Class III Directors
to hold office until the year 2002 Annual Meeting of Stockholders, or
thereafter when their respective successors are duly elected and qualified.
The terms of office of the Class II Directors and the Class I Directors expire
at the Annual Meetings of Stockholders in the year 2001 and the end of 2000,
respectively, or thereafter in each case when their respective successors are
duly 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
Meeting (unless directed not to vote) FOR the election of the nominees named
below. All of the nominees for election are currently members of the Fund's
Board of Directors and each has previously been elected a director by the
Fund's stockholders. Each nominee has indicated that he 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.

A-7
<PAGE>

The following table provides information concerning each nominee for election
as a director of the Fund:

<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or
Indirectly, on
October 31, 1999
Nominees and Principal Occupations During the Director -------------------
Past Five Years Since Age Shares(A)
- --------------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
Nominees to serve until the year 2002 Annual
Meeting of Stockholders Class III Directors
Heath B. McLendon*, Co-Chairman; Managing 1998 66 158
Director, Salomon Smith Barney Inc.,
President and Director, SSBC Fund Management
Inc. and Travelers Investment Adviser, Inc.;
Chairman of Smith Barney Strategy Advisors
Inc.

Leslie H. Gelb, Member of the Audit 1994 62 -0-
Committee; President, The Council on Foreign
Relations; formerly, Columnist, Deputy
Editorial Page Editor and Editor, Op-Ed
Page, The New York Times
</TABLE>

A-8
<PAGE>

The following table provides information concerning the remaining directors
of the Fund:

<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or
Indirectly, on
October 31, 1999
Directors and Principal Occupations During Director -------------------
the Past Five Years Since Age Shares(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
Directors serving until the year 2001 Annual
Meeting of Stockholders Class II Directors
William D. Cvengros*, Co-Chairman; Chief 1997 51 -0-
Executive Officer and President of PIMCO
Advisors.

Charles F. Barber, Member of Audit Committee; 1994 82 3,719
Consultant; formerly, Chairman of the Board,
ASARCO Incorporated.

Directors serving until the year 2000 Annual
Meeting of Stockholders Class I Directors
Jeswald W. Salacuse, Member of Audit 1994 61 200
Committee; Henry J. Braker Professor of
Commercial Law and formerly Dean, The
Fletcher School of Law & Diplomacy, Tufts
University.

Riordan Roett, Member of Audit Committee; 1995 61 -0-
Professor and Director, Latin American
Studies Program, Paul H. Nitze School of
Advanced International Studies, Johns
Hopkins University.
</TABLE>
- --------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.

Global Partners Income Fund Inc.

At the Meeting, stockholders will be asked to elect two Class II Directors
to hold office until the year 2002 Annual Meeting of Stockholders, or
thereafter when their respective successors are duly elected and qualified.
The terms of office of the Class I Directors and the Class III Directors
expire at the Annual Meetings of Stockholders in the year 2001 and the end of
2000, respectively, or thereafter in each case when their respective
successors are duly 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
meeting (unless directed not to vote) FOR the election of the nominees named
below. All of the nominees for election are currently members of the Fund's
Board of Directors and each has previously been elected a director by the
Fund's stockholders. Each nominee has indicated that he 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.

A-9
<PAGE>

The following table provides information concerning each nominee for
election as a director of the Fund:

<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or
Indirectly, on
October 31, 1999
Nominees and Principal Occupations During the Director -------------------
Past Five Years Since Age Shares(A)
- --------------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
Nominees to serve until the year 2002 Annual
Meeting of Stockholders Class II Directors
William D. Cvengros*, Co-Chairman; Chief 1997 51 -0-
Executive Officer and President of PIMCO
Advisors.

The following table provides information concerning the remaining directors
of the Fund:

<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or
Indirectly, on
October 31, 1999
Directors and Principal Occupations During Director -------------------
the Past Five Years Since Age Shares(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
Directors serving until the year 2001 Annual
Meeting of Stockholders Class I Directors
Charles F. Barber, Member of Audit Committee; 1994 82 1,000
Consultant; formerly, Chairman of the Board,
ASARCO Incorporated.

Riordan Roett, Member of Audit Committee; 1995 61 -0-
Professor and Director, Latin American
Studies Program, Paul H. Nitze School of
Advanced International Studies, Johns
Hopkins University.

Directors serving until the year 2000 Annual
Meeting of Stockholders Class III Directors
Heath B. McLendon*, Co-Chairman; Managing 1998 66 266
Director, Salomon Smith Barney Inc.,
President and Director, SSBC Fund Management
Inc. and Travelers Investment Adviser, Inc.;
Chairman of Smith Barney Strategy Advisors
Inc.

Jeswald W. Salacuse, Member of Audit 1994 61 200
Committee; Henry J. Braker Professor of
Commercial Law and formerly Dean, The
Fletcher School of Law & Diplomacy, Tufts
University.
</TABLE>
- --------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.

The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc.

Each of the nominees and directors also serve as a director of certain other
registered investment companies, as described below. Mr. McLendon also serves
as a director of eleven registered investment companies advised

A-10
<PAGE>

by SBAM, four other registered investment companies advised by both PIMCO
Advisors and SBAM, forty-two registered investment companies managed and/or
administered by SSBC Fund Management Inc. ("SSBC"), six registered investment
companies advised by Travelers Investment Management Company and seven
registered investment companies managed by Travelers Asset Management
International Corporation. Mr. Barber also serves as a director of ten
registered investment companies advised by SBAM, four other registered
investment companies advised by PIMCO Advisors and SBAM, two registered
investment companies advised by Advantage Advisors, Inc. ("Advantage") and two
registered investment companies advised by CIBC Oppenheimer Advisors, L.L.C.
("CIBC"), an affiliated company of Advantage. Messrs. Cvengros and Roett are
directors of four other registered investment companies advised by both PIMCO
Advisors and SBAM. Messrs. Gelb and Salacuse are directors of two other
registered investment companies advised by both PIMCO Advisors and SBAM.
Messrs. Roett and Salacuse are also directors of four registered investment
companies advised by SBAM. Messrs. Salacuse and Gelb also serve as directors
of two registered investment companies advised by Advantage, and Messrs.
Salacuse and Gelb each serves as a director of one registered investment
company advised by PIMCO Advisors and OpCap.

At August 31, 1999, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Common
Stock. To the knowledge of the Fund's management, no person owned of record or
owned beneficially, more than 5% of the Fund's outstanding shares of Common
Stock at that date, except that Cede & Co., a nominee for participants in
Depository Trust Company, held of record 3,723,187 shares, equal to
approximately 95% of the outstanding shares of the Emerging Markets Income
Fund Inc's Common Stock and 13,456,283 shares, equal to approximately 91% of
the outstanding Shares of Global Partners Income Fund Inc.'s Common Stock.

Each Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors 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. Cvengros and McLendon, the present executive officers of
each Fund are:

<TABLE>
<CAPTION>
Officer
Name Office Age Since
- ---- ------ --- -------
<S> <C> <C> <C>
Stephen J. Treadway......... President 52 1997
Peter J. Wilby.............. Executive Vice President 40 1994
Thomas K. Flanagan.......... Executive Vice President 44 1994
James E. Craige............. Executive Vice President 32 1999
Newton B. Schott, Jr. ...... Executive Vice President 57 1997
Lewis E. Daidone............ Executive Vice President and Treasurer 41 1998
Christina T. Sydor.......... Secretary 46 1998
</TABLE>

Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ("PFD")
and its predecessor since May 1996 and as an Executive Vice President of PIMCO
Advisors since November 1997. Prior to May 1996, Mr. Treadway was employed by
Salomon Smith Barney Inc. ("Salomon Smith Barney") for more than 18 years,
serving in various senior officer positions. Mr. Wilby has also been a
Managing Director of SBAM and Salomon Smith Barney since January 1996. Prior
to January 1996, he was a Director of SBAM and Salomon Smith Barney. Mr.
Flanagan has also been a Managing Director of SBAM and Salomon Smith Barney
since December 1998. Prior to December 1998, Mr. Flanagan was a Director of
SBAM and Salomon Smith Barney since July 1991. Mr. Craige has been a Managing
Director of SBAM and SSB since December 1998. Prior to December 1998, he was a
Director of SBAM and SSB since January 1998 and a Vice President of SBAM and
SSB from May 1992 to January 1998.

A-11
<PAGE>

Mr. Schott has also served as Senior Vice President of PIMCO Advisors Mutual
Fund Division since November 1997. He also serves as the Executive Vice
President, Chief Administrative Officer, Secretary and General Counsel to PFD
and has held such positions or other senior officer positions in PFD since May
1990. From November 1994 to December 1996, Mr. Schott served as Senior Vice
President--Legal and Secretary to PIMCO Advisors, PFD's parent company. Mr.
Daidone has also been a Managing Director of Salomon Smith Barney since 1990.
He is a director and Senior Vice President of SSBC and Travelers Investment
Advisers, Inc., and is the Senior Vice President, Treasurer and Chief
Financial Officer of its mutual fund complex. Ms. Sydor is also a Managing
Director of Salomon Smith Barney. She is General Counsel of SSBC and Travelers
Investment Advisers, Inc., and is also Secretary of the investment companies
sponsored by Salomon Smith Barney.

Each Fund's Audit Committee is composed of Messrs. Barber, Gelb, Salacuse
and Dr. Roett. The principal functions of the Audit Committee are: (i) to
recommend to the Board the appointment of the Fund's independent accountants;
(ii) to review with the independent accountants the scope and anticipated cost
of their audit; and (iii) 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. The
Audit Committee met once during the fiscal year ended August 31, 1999. The
Fund has no nominating or compensation committees.

During the fiscal year ended August 31, 1999, the Boards of Directors of The
Emerging Markets Income Fund Inc and Global Partners Income Fund Inc met four
times and five times, respectively. Each director attended at least 75% of the
aggregate number of meetings of the Board and the committee for which he was
eligible.

Under the federal securities laws, each Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to directors by the Fund, as well as by the various other investment
companies advised by PIMCO Advisors and/or SBAM. The following table provides
information concerning the compensation paid to each director during the
twelve-month period ended December 31, 1999. Each of the directors listed
below are members of each Fund's Audit Committee and other committees of
certain other investment companies advised by PIMCO Advisors and/or SBAM, and,
accordingly, the amounts provided in the table include compensation for
service on such committees. Neither Fund provides any pension or retirement
benefits to directors. In addition, no remuneration was paid during the
calendar year ended December 31, 1999 by either Fund to Messrs. Cvengros and
McLendon, who are Interested Persons.

<TABLE>
<CAPTION>
Total Compensation from
the Funds and any other
Total Funds Advised by SBAM
Compensation Total Compensation from and/or PIMCO Advisors
from The Emerging Markets the Global Partners Income for the Calendar Year
Name of Director Income Fund Inc. Fund Inc. ending 12/31/98
- ---------------- ------------------------- -------------------------- -----------------------
Directorships(A)
<S> <C> <C> <C>
Charles F. Barber....... $7,800 $7,900 $185,115(16)
Leslie H. Gelb.......... $6,400 $6,500 $ 43,400 (5)
Jeswald W. Salacuse..... $7,800 $7,800 $ 71,298 (9)
Dr. Riordan Roett....... $7,800 $7,900 $ 94,148(10)
</TABLE>
- --------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
(*) In addition, Mr. Barber received $19,550 in deferred compensation from six
investment companies advised by an affiliate of SBAM.

A-12
<PAGE>

2. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require each Fund's directors and officers,
persons who own more than 10% of the Fund's Common Stock, PIMCO Advisors and
SBAM 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. Each Fund believes that all relevant persons
have complied with applicable filing requirements during the fiscal year ended
August 31, 1999.

3. INFORMATION PERTAINING TO THE RATIFICATION OF SELECTION OF INDEPENDENT
ACCOUNTANTS

Each Fund's Board of Directors has selected PricewaterhouseCoopers LLP as
the Fund's independent accountants for the fiscal year ending August 31, 2000.
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 PricewaterhouseCoopers LLP that at
August 31, 1999 neither that firm nor any of its partners had any direct or
material indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP will be present at the Meeting to answer questions
concerning the audit of the Fund's financial statements and will have an
opportunity to make a statement if he or she chooses to do so.

Municipal Advantage Fund Inc.

1. INFORMATION PERTAINING TO THE 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 one Class III Director to hold
office until the 2003 Annual Meeting of Stockholders or thereafter when his
successor is elected and qualified. The terms of office of the Class I and
Class II Directors expire at the Annual Meetings of Stockholders in 2001 and
2002, respectively, 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. Mr.
Salacuse's nomination will be voted on by the holders of the Fund's Preferred
Stock and Common Stock, voting together as a single class.

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. Both of the nominees are currently members of the Board of
Directors of the Fund. Each nominee has indicated that he 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.

The following table provides information concerning each nominee for
election as a director:

<TABLE>
<CAPTION>
Common Stock Preferred Stock
Beneficially Owned, Beneficially Owned,
Directly or Indirectly, Directly or Indirectly,
on October 31, 1999 on October 31, 1999
Nominee and Principal Occupations Director ----------------------- -----------------------
During the Past Five Years Since Age Shares(A) Shares(A)
- --------------------------------- -------- --- --------- -----------------------
<S> <C> <C> <C> <C>
Class III director
serving until 2003
Annual Meeting of
Stockholders
Jeswald W. Salacuse, 1994 61 246 -0-
Member of Audit
Committee; Henry J.
Braker Professor of
Commercial Law and
formerly Dean, The
Fletcher School of
Law & Diplomacy,
Tufts University.
</TABLE>

A-13
<PAGE>

The following table provides information concerning the directors serving
until the 2001 and 2002 Annual Meetings of Stockholders:

<TABLE>
<CAPTION>
Common Stock Preferred Stock
Beneficially Owned, Beneficially Owned,
Directly or Indirectly, Directly or Indirectly,
on October 31, 1999 on October 31, 1999
Nominees and Principal Occupations Director ----------------------- -----------------------
During the Past Five Years Since Age Shares(A) Shares(A)
- ---------------------------------- -------- --- --------- -----------------------
<S> <C> <C> <C> <C>
Class I director serving
until 2001 Annual
Meeting of Stockholders
Robert L. Rosen, Member 1993 53 -0- -0-
of Audit Committee;
Chief Executive
Officer, RLR Partners,
L.L.C. (general partner
of private investment
fund); Chairman,
National Financial
Partners; Director,
Samsonite Corporation.

Class II nominees to
serve until 2002 Annual
Meeting of Stockholders
Raymond D. Horton, 1994 60 -0- -0-
Member of Audit
Committee; Professor,
Columbia University
Graduate School of
Business; President,
Citizens Budget
Commission, Inc.

Stephen J. Treadway*, 1997 52 -0- -0-
Chairman; Executive
Vice President of PIMCO
Advisors L.P. and
Chairman and President
of PIMCO Funds
Distributors LLC and
its predecessor;
formerly employed by
Smith Barney Inc. for
over 18 years, serving
in various senior
officer positions.
</TABLE>
- --------
* "Interested person" as defined in the Investment Company Act of 1940 (the
"1940 Act") because of a relationship with PIMCO Advisors, the Fund's
investment manager.
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund. Each director has sole voting and investment power
with respect to the listed shares.

Each of Messrs. Rosen, Salacuse and Treadway serves as a director of certain
other U.S. registered investment companies, as described below. Mr. Rosen
serves as a director for two registered investment companies co-advised by
PIMCO Advisors and SBAM. Mr. Salacuse is a director of four registered
investment companies co-advised by PIMCO Advisors and SBAM, four registered
investment companies advised by SBAM and two registered investment companies
advised by Advantage. Mr. Treadway is a director of one other registered
investment company advised by PIMCO Advisors and OpCap and of one registered
investment company advised by PIMCO Advisors. At October 31, 1999, directors
and officers of the Fund as a group owned beneficially less than 1% of the
outstanding shares of the Fund. No person owned of record, or to the knowledge
of management owned beneficially, more than 5% of the Fund's outstanding
shares at that date, except that Cede & Co., a nominee for participants in
Depository Trust Company, held of record 6,716,181 shares of Common Stock
equal to approximately 92.5% of the outstanding shares of Common Stock of the
Fund and 1,100 shares of Preferred Stock equal to 100% of the outstanding
shares of Preferred Stock 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

A-14
<PAGE>

next Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Treadway, the current executive officers of the
Fund are:

<TABLE>
<CAPTION>
Name Office Age Officer Since
- ---- ------ --- -------------
<S> <C> <C> <C>
Bernard H. Garil........ President 59 1997
Matthew Greenwald....... Executive Vice President 45 1997
Newton B. Schott, Jr. .. Executive Vice President and Assistant Secretary 57 1997
Lawrence K. Becker...... Treasurer 44 1999
Elliot M. Weiss......... Secretary 37 1999
</TABLE>

Mr. Garil is a Managing Director of Oppenheimer Capital. He is also a
limited partner of PIMCO Advisors and PIMCO Advisors Holdings L.P. Mr.
Greenwald is Senior Vice President and Portfolio Manager of Oppenheimer
Capital. Mr. Schott has served as Senior Vice President of PIMCO Advisors
Mutual Fund Division since November 1997. He also currently serves as the
Executive Vice President, Chief Administrative Officer, Secretary and General
Counsel to PIMCO Funds Distributors LLC, and has held such positions or other
senior office positions in the company since May 1990. From November 1994 to
December 1996, Mr. Schott served as Senior Vice President-Legal and Secretary
to PIMCO Advisors L.P. Mr. Becker has been Managing Director of Oppenheimer
Capital since 1994. Mr. Weiss has been a Vice President of OpCap since March
1996. Prior to that he was a Vice President with Oppenheimer Capital.

The Fund's Audit Committee is composed of Messrs. Horton, Rosen and
Salacuse. 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
two times during the fiscal year ended October 31, 1999. The Fund has no
nominating or compensation committees.

During the fiscal year ended October 31, 1999, the Board of Directors met
four times. Each director attended at least 75% of the meetings of the Board
or the Committee of the Board for which he 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 PIMCO Advisors and/or OpCap during the past
fiscal year. The following table provides information concerning the
approximate compensation paid during the calender year ended December 31, 1999
to each director of the Fund. Please note that the Fund does not provide any
pension or retirement benefits to directors. No remuneration was paid during
the calender year ended December 31, 1999 by the Fund to Mr. Treadway, who was
a director of the Fund during the period and an "interested person" as defined
in the 1940 Act because of his relationship with PIMCO Advisors.

<TABLE>
<CAPTION>
Total Compensation
from the Fund and
Aggregate other Funds advised by
Compensation PIMCO Advisors
Name of Director from Fund and/or OpCap
- ---------------- ------------ ----------------------
Directorships (A)
<S> <C> <C>
Raymond D. Horton........................... $8,500 $ 8,500(1)
Jeswald W. Salacuse......................... $8,150 $40,050(5)
Robert L. Rosen............................. $8,150 $19,550(3)
</TABLE>
- --------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.

A-15
<PAGE>

2. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than 10% of the Fund's Common Stock, PIMCO Advisors and OpCap and
their respective directors and certain 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
October 31, 1999.

3. INFORMATION PERTAINING TO THE RATIFICATION OF SELECTION OF INDEPENDENT
ACCOUNTANTS

The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP
as independent accountants of the Fund for the fiscal year ending October 31,
2000. 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 PricewaterhouseCoopers LLP that at
October 31, 1999, neither the firm nor any of its partners had any direct or
material indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP will be available by telephone at the Annual
Meeting to answer questions concerning the audit of the Fund's financial
statements and will have an opportunity to make a statement if he or she
chooses to do so.

A-16
<PAGE>

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A-17
<PAGE>

EXHIBIT B

FORM OF NEW PIMCO AGREEMENT/1/

Agreement dated and effective as of between /2/ a Maryland
Corporation (herein referred to as the "Fund"), and PIMCO Advisors L.P., a
Delaware limited partnership (the "Investment Manager/3/").

/4/1. Appointment of Investment Manager. The Investment Manager hereby
undertakes and agrees, upon the terms and conditions herein set forth, to (i)
supervise the Fund's investment program, including advising and consulting
with the Fund's board of directors and Salomon Brothers Asset Management
Inc/5/ (the "Investment Adviser") regarding the Fund's overall investment
strategy, (ii) advise the Fund and the Investment Adviser with respect to all
matters relating to the Fund's use of leveraging techniques, including the
extent and timing of the Fund's use of such techniques, (iii) consult with the
Investment Adviser on [at least a weekly]/6/ basis regarding the Investment
Adviser's [specific]/7/ decisions concerning the purchase, sale or holding of
particular securities, (iv) provide access on a continuous basis to economic,
financial and political information, research and assistance, (v)/8/ [monitor
the performance of the Fund's outside service providers, including the Fund's
- --------
/1/This form is a composite of the seven New PIMCO Agreements.
/2/Each of The Emerging Markets Income Fund Inc ("EMD"), The Emerging Markets
Income Fund II Inc ("EDF"), The Emerging Markets Floating Rate Fund Inc.
("EFL"), Global Partners Income Fund Inc. ("GDF"), Municipal Advantage Fund
Inc. ("MAF"), Municipal Partners Fund Inc. ("MNP") or Municipal Partners
Fund II Inc. ("MPT") as applicable.
/3/EMD agreement substitutes "Adviser" for "Investment Managers" throughout
such agreement.
/4/EMD agreement substitutes the following for all of paragraph 1:
"1. Appointment of Adviser. The Adviser hereby undertakes and agrees, upon
the terms and conditions herein set forth, (i) to furnish to the Fund's
investment manager, Salomon Brothers Asset Management Inc (hereinafter the
"Investment Manager") and the Fund such research and assistance as the
Investment Manager and the Fund shall from time to time reasonably request;
(ii) to furnish to the Investment Manager and the Fund international economic
information and analysis with particular emphasis on macroeconomic issues
within the international economic community, particularly issues relating to
emerging market country entities; (iii) to consult with the Investment
Manager and the Fund with respect to emerging trends and developments in the
international community with particular emphasis on opportunities for
emerging market country entities; (iv) to consult with the Investment Manager
and the Fund with respect to international political, financial and social
developments, particularly those relating to emerging market countries; and
(v) to pay the salaries, fees and expenses of such of the Fund's officers,
directors or employees as are directors, officers or employees of the Adviser
or any of its affiliates."
/5/MAF agreements substitute "OpCap Advisors" for "Salomon Brothers Asset
Management Inc" throughout such agreement.
/6/EDF, EFL, GDF and MPT agreements omit the bracketed language.
/7/EDF, EFL, GDF and MPT agreements substitute "a regular" for the bracketed
language.
/8/EDF, EFL and GDF agreements add "consult with the Investment Adviser and
the Fund with respect to emerging trends and developments in the
international community with particular emphasis on opportunities for
emerging market country entities, (vi) consult with the Investment Adviser
and the Fund with respect to international political, financial and social
developments, particularly those relating to emerging market countries,
(vii)" where indicated, and MAF agreement adds "be responsible for matters
related to the corporate existence of the Fund, (vi)" where indicated.

B-1
<PAGE>

administrator, transfer agent and custodian]/9/ and (vi) [pay the salaries,
fees and expenses of such of the Fund's officers, directors or employees as
are directors, officers or employees of the Investment Manager or any of its
affiliates]/10/. In addition, the Investment Manager hereby undertakes and
agrees to appoint Salomon Brothers Asset Management Inc as investment adviser
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, (c) place purchase and sale
orders on behalf of the Fund, (d) provide research and statistical data to the
Fund in relation to investing and other matters within the scope of the
investment objectives and limitations of the Fund and (e) provide the
following services: (i) compliance with [the rules and regulations of the
Securities and Exchange Commission]/11/, including record keeping, reporting
requirements and preparation of registration statements and proxies, (ii)
supervision of Fund operations, including coordination of functions of the
transfer agent, custodian, accountants, counsel and other parties performing
services or operational functions for the Fund, (iii) administrative and
clerical services, including accounting services and maintenance of books and
records and (iv) services to Fund stockholders, including responding to
stockholder inquiries and maintaining a flow of information to stockholders.
The Investment Adviser shall have the sole ultimate discretion over investment
decisions for the Fund.

2. In connection herewith, the Investment Manager agrees to maintain a staff
within its organization to furnish the above services to the Fund [and to the
Investment Adviser]/12/. The Investment Manager shall bear all expenses
arising out of its duties hereunder/13/.

Except as provided in Section 1 [hereof and subparagraph 3(a) of the
Advisory Agreement (as defined below)]/14/, the Fund shall be responsible for
all of the Fund's expenses and liabilities, including organizational [and
offering]/15/ expenses (which include out-of-pocket expenses, but not overhead
or employee costs of the Investment Manager [and the Investment
Advisers]/16/); expenses for legal, accounting and auditing services; taxes
- --------
/9/EDF agreement omits the bracketed language.
/10/MPT agreement substitutes "pay the reasonable salaries and expenses of
such of the Fund's officers and employees and any fees and expenses of such
of the Fund's directors who are directors, officers or employees of the
Investment Manager, 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 " for the bracketed language.
/11/EFL and GDF agreements substitute U.S. federal, state and other applicable
laws and regulations for the bracketed language.
/12/MAF agreement adds "and provide the Fund with persons satisfactory to the
Fund's Board of Directors to serve as officers and employees of the Fund"
where indicated.
/13/MAF agreement adds ", except that the Board of Directors may approve
reimbursement for the time spent on Fund operations of personnel who spend
substantial time on the operations (other than the provision of investment
advice) of the Fund or other investment companies advised by the Investment
Manager," where indicated.
/14/EDF, EFL and GDF agreements substitute "hereof and subparagraph 3(a) of
the Investment Advisory and Administration Agreement among the Investment
Adviser, the Investment Manager and with respect to certain sections, the
Fund (the "Advisory and Administration Agreement")" for the bracketed
language, and EMD agreement omits the bracketed language.
/15/EMD agreement omits the bracketed language.
/16/EFL and GDF agreements omit the bracketed language.

B-2
<PAGE>

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;/17/ costs of
printing and distributing stockholder reports, proxy materials, prospectuses,
stock certificates and distribution of dividends; charges of the Fund's
custodians, sub-custodians, [administrators and sub-administrators,]/18/
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 [who are directors, officers or employees
of the Investment Manager or the investment Adviser] to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committee thereof; [salaries of stockholder relations personnel;]/19/ Costs of
stockholders meetings/20/; insurance; interest; brokerage costs/21/;
litigation and other extraordinary or non-recurring expenses.

/22/3. 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]/23/ business day
of each month for the previous month at an annual rate of [0.60%]/24/ of the
Fund's average weekly net assets/25/. If the fee payable to the Investment
Manager pursuant to this paragraph 3 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. [Compensation
- --------
/17/EDF, EFL and GDF agreements add "expenses of leverage;" where indicated.
/18/MAF agreement omits the bracketed language.
/19/MAF agreement omits the bracketed language.
/20/EDF, EFL and GDF agreements add "the fees of any rating agencies retained
to rate any preferred stock or debt securities issued by the Fund;" where
indicated.
/21/MNP and MPT agreements add "expenses in connection with the offering and
issuance of and, if applicable, auctions of shares" of preferred stock
proposed to be issued by the Fund;" and MAF agreement adds "expenses in
connection with the offering and issuance of and, if applicable, auctions
of shares of any preferred stock issued by the Fund;" where indicated.
/22/EMD agreement adds the following paragraph where indicated:
"3. Relationship with Investment Manager. In connection with the rendering of
the services required under Section 1, the Fund has entered into an agreement
dated the date hereof with the Investment Manager, which is to furnish
certain services to the Fund pursuant to such agreement. Furthermore, it is
agreed and acknowledged that the Adviser will provide advice and consultation
to the Investment Manager regarding the Fund's overall investment strategy;
however, the Investment Manager will have sole discretion over investment
decisions for the Fund.
/23/EMD agreement substitutes "first" for the bracketed language.
/24/EMD agreement substitutes "0.50%", EFL and GDF agreements substitute
"1.10%", EDF agreement substitutes "1.20%".
/25/MNP and MPT agreements add "(i.e. the average weekly value of the Fund's
assets less its liabilities, exclusive of capital stock and surplus)" and
MAF agreement adds "(i.e. the average weekly value of the Fund's assets
less its liabilities, exclusive of common and preferred stock and surplus)"
where indicated.

B-3
<PAGE>

of the Investment Adviser for services provided under the Advisory/26/
Agreement is the sole responsibility of the Investment Manager.]/27/

4. Representations and Warranties. The Investment Manager represents and
warrants that it is duly registered and authorized as an investment adviser
under the Investment Advisors 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.

5. 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 Investment Adviser or
of the] Fund.

6. 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 stockholders
to which the Investment Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence/28/ in the performance of
its duties or from reckless disregard/29/ 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/30/.
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 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]/31/ 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
- --------
/26/EDF, EFL, and GDF agreements add "and Administration" where indicated.
/27/EMD agreement omits the bracketed language.
/28/EMD, EDF, EFL and GDF agreements add "on its part" where indicated.
/29/EMD, EDF, EFL and GDF agreements add "by it" where indicated.
/30/EDF, EFL and GDF agreements add "by the Investment Manager" and EMD
agreement adds by the Adviser where indicated.
/31/EMD agreement substitutes "the Adviser" for the bracketed language.

B-4
<PAGE>

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.

7. Duration and Termination. This agreement shall remain in effect until 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, as amended (the "1940 Act")) of
any such party, cast in person at a meeting called for the purpose of voting
on such approval and (ii) a majority of 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.

8. 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.

9. 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:

[Name of Fund]
[Seven World Trade Center
New York, New York 10048]/32/
Tel:
Fax:
- --------
/32/MAF agreement substitutes "1345 Avenue of the Americas, New York, New York
10105" for the bracketed language.

Attn: [name of Fund Secretary]

If to the Investment Manager:

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, CT 06902
Tel:
Fax:
Attn:

or to such other address as to which the recipient shall have informed the
other party in writing.

B-5
<PAGE>

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 telex or facsimile and mail, on the date on which such
telex or facsimile is sent.

10. 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.

[NAME OF FUND]

By: _________________________________
Name:
Title:

PIMCO ADVISORS L.P.

By: _________________________________
Name:
Title:

B-6
<PAGE>

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B-7
<PAGE>

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B-8
<PAGE>

EXHIBIT C

FORM OF NEW SBAM AGREEMENT/1/

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, Connecticut 06902

Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048

Dear Sirs:

This will confirm the agreement between the undersigned (the "Investment
Manager") [and you (the "Investment Adviser")]/2/ as follows:

1. The Investment Manager has been employed by /3/ (the "Fund")
pursuant to a management agreement dated between you and the Investment
Manager (the "Management Agreement"). The Fund is a closed-end, [diversed]/4/
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 objectives and limitations specified in the Fund's Articles of
Incorporation, as amended from time to time (the "Articles"), 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) place purchase and sale orders on behalf of the Fund, (d) provide research
and statistical data to the Fund in relation to investing and other matters
within the scope of the investment objectives and limitations
- --------
/1/This form is a composite of the five New SBAM Agreements.
/2/EDF, EFL and GDF agreements substitute ", you (the "Investment Adviser")
and the Fund (but only with respect to subparagraph 3(b) and paragraphs 6,
7, 10 and 11 of this agreement)" for the bracketed language.
/3/Each of The Emerging Markets Income Fund Inc ("EMD"), a Maryland
Corporation, The Emerging Markets Income Fund II Inc ("EDF"), The Emerging
Markets Floating Rate Fund Inc. ("EFL"), a Maryland Corporation, Global
Partners Income Fund Inc. ("GDF"), a Maryland Corporation, Municipal
Partners Fund Inc. ("MNP"), a Maryland Corporation, or Municipal Partners
Fund II Inc. ("MPF",), a Maryland Corporation, as applicable.
/4/EDF, EFL and GDF agreements substitute "non-diversified" for the bracketed
language.

C-1
<PAGE>

of the Fund and (e) provide the following services for the Fund: (i)
compliance with [the rules and regulations of the SEC]/5/, including record
keeping, reporting requirements and preparation of registration statements and
proxies; (ii) supervision of Fund operations, including coordination of
functions of the transfer agent, custodian, accountants, counsel and other
parties performing services or operational functions for the Fund; (iii)
administrative and clerical services, including accounting services and
maintenance of books and records; and (iv) services to Fund stockholders,
including responding to stockholder inquiries and maintaining a flow of
information to stockholders. The Investment Adviser shall have the sole
ultimate discretion over investment decisions for the Fund.

3. (a) The Investment Adviser shall, at its expense, (i) 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 [and (ii) provide the Fund with persons satisfactory to the
Fund's Board of Directors to serve as officers and employees of the Funded./6/

(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;/7/ costs of
printing and distributing stockholder reports, proxy materials, prospectuses,
stock certificates and distribution of dividends; charges of the Fund's
custodians, 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 SEC; 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 who are
directors, officers or employees of the Investment Adviser [or the Investment
Manager]/8/ to the extent that such expenses relate to attendance at meetings
of the Board of Directors or any committee thereof; salaries of stockholder
relations personnel; costs of stockholders meetings/9/; insurance; interest;
brokerage costs; [expenses in connection with the offering and issuance of
and, if applicable, auctions of shares of preferred stock proposed to be
issued by the Fund;]/10/ litigation and other extraordinary or non-recurring
expenses.

4. The Investment Adviser shall make investments for the Fund's account in
accordance with the investment objectives/11/ and limitations set forth in the
Articles, 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 from
time to time. The Investment Adviser shall advise the Fund's officers and
Board of Directors, at such times as the Fund's Board of Directors may
specify, of
- --------
/5/EFL and GDF agreements substitute "U.S. federal, state and other applicable
laws and regulations" for the bracketed language.
/6/EDF, EFL and GDF agreements omit the bracketed language.
/7/EDF, EFL and GDF agreements add "expenses of leverage;" where indicated.
/8/EFL and GDF agreements omit the bracketed language.
/9/EDF, EFL and GDF agreements add "the fees of any rating agencies retained
to rate any preferred stock or debt securities issued by the Fund;" where
indicated.
/10/EDF, EFL and GDF agreements omit the bracketed language.
/11/EFL agreement adds ", policies" where indicated.

C-2
<PAGE>

investments made for the Fund's account and shall, when requested by the
Fund's officers or Board of Directors, 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, clerical assistance [, accounting services]/12/ 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 [affiliated with the Investment Adviser or
the Investment Manager]/13/ 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 [net]/14/ 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.
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.

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 [0.36%]/15/ of the Fund's average
weekly net assets (i.e., the average weekly value of the Fund's assets less
its liabilities exclusive of capital stock and surplus). 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 [1940 Act]/16/, the
Investment Adviser agrees to maintain effective all requisite registrations,
authorizations, and licenses, as the case may be, until the termination of
this Agreement.
- --------
/12/EDF, EFL and GDF agreements omit the bracketed language.
/13/EFL and GDF agreements substitute "(including Salomon Brothers Inc or any
other brokers affiliated with the Investment Adviser or the Investment
Manager)" for the bracketed language, and EDF agreement substitutes
"(including brokers affiliated with the Investment Adviser or Investment
Manager)" for the bracketed language.
/14/EFL and GDF agreements omit the bracketed language.
/15/EFL and GDF agreements substitute ".65% and EDF agreement substitutes
".70% for the bracketed language.
/16/EDF, EFL and GDF agreement substitute "Investment Advisers Act of 1940, as
amended" for the bracketed language.

C-3
<PAGE>

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 [or the Investment
Manager]/17/ 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 [the Investment
Manager]/18/ 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 pursuant to the
foregoing sentence 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 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 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]/19/ 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 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 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. This agreement may be terminated at any time, without the payment of
any penalty, by a vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) or by a vote of a majority of the
Fund's entire Board of Directors on 60 days' written notice to the Investment
Adviser or by the Investment Adviser on 60 days' written notice to the
Investment Manager. This agreement shall terminate automatically in the event
of its assignment (as defined in the 1940 Act). This agreement may only be
terminated in accordance with-the
- --------
/17/EDF, EFL and GDF agreements omit the bracketed language.
/18/EDF, EFL and GDF agreements substitute "its stockholders" for the
bracketed language.
/19/EDF, EFL and GDF agreements substitute "The" for the bracketed language.

C-4
<PAGE>

provisions of this paragraph 11; provided, however, that nothing contained in
this agreement shall prohibit the ability of the Investment Manager, in the
exercise of its fiduciary duty, to recommend to the Fund that the Fund take
action to terminate this agreement as provided in this paragraph 11.

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:

Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048
Tel: (212) 783-7416
Fax: (212) 783-3601
Attn: President

If to the Investment Manager:

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, Connecticut 06902
Tel:
Fax:
Attn:

or to such other address as to which the recipient shall have informed the
other party in writing.

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.

C-5
<PAGE>

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,

PIMCO ADVISORS L.P.

By: _________________________________
Name:
Title:

ACCEPTED:
SALOMON BROTHERS ASSET
MANAGEMENT INC

By: _________________________________
Name:
Title:

___ hereby acknowledges and agrees to
the provisions of subparagraph 3.(b)
and [paragraph 3]/20/(b) of this
agreement.

_____________________________________

By: _________________________________
Name:
Title:
- --------
/20/EDF, EFL and GDF agreements substitute "paragraphs 6, 7, 10 and 11" for
the bracketed language.

C-6
<PAGE>

[This page intentionally left blank]

C-7
<PAGE>

[This page intentionally left blank]

C-8
<PAGE>

EXHIBIT D

FORM OF NEW OPCAP AGREEMENT

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, Connecticut 06902

OpCap Advisors
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

This will confirm the agreement between the undersigned (the "Investment
Manager") and you (the "Investment Adviser") as follows:

1. The Investment Manager has been employed by Municipal Advantage Fund Inc.
(the "Fund") pursuant to a management agreement dated as of between the
Fund and the Investment Manager (the "Management Agreement"). The Fund is a
closed-end, 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
"Articles"), 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) place purchase and sale orders on behalf of the Fund, (d) provide 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) provide the following services for the Fund: (A) compliance with the rules
and regulations of the SEC, including record keeping, reporting requirements
and preparation of registration statements and proxies; (B) supervision of
Fund operations, including coordination of functions of the transfer agent,
custodian, accountants, counsel and other parties performing services or
operational functions for the Fund, (C) administrative and clerical services,
including accounting services and maintenance of books and records; and (D)
services to Fund stockholders, including responding to stockholder inquiries
and maintaining a flow of information to stockholders. The Investment Adviser
shall have the sole ultimate discretion over investment decisions for the
Fund.

D-1
<PAGE>

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 stockholder reports, proxy materials, prospectuses,
stock certificates and distribution of dividends; charges of the Fund's
custodians, sub-custodians, registrars, transfer agents, dividend-paying
agents and dividend reinvestment plan agents; payment for portfolio pricing
services to a pricing agent, if any; registration and filing fees of the SEC;
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 who are directors, officers or employees of the
Investment Adviser or the Investment Manager to the extent that such expenses
relate to attendance at meetings of the Board of Directors or any committee
thereof; costs of stockholders meetings; insurance; interest; brokerage costs;
expenses in connection with the offering and issuance of and, if applicable,
auctions of any shares of preferred stock issued by the Fund; and litigation
and other extraordinary or non-recurring expenses.

4. The Investment Adviser shall make investments for the Fund's account in
accordance with the investment objective and limitations set forth in the
Articles, 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 from
time to time. The Investment Adviser shall advise the Fund's officers and
Board of Directors, at such times as the Fund's Board of Directors may
specify, of investments made for the Fund's account and shall, when requested
by the Fund's officers or Board of Directors, supply the reasons for making
such investments.

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 affiliated with the Investment Adviser or
the Investment Manager for the execution of trades for the Fund.

D-2
<PAGE>

investment advisory functions for the Fund. 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.

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 0.36% of the Fund's average weekly
net assets (i.e. the average weekly value of the Fund's assets less its
liabilities exclusive of common and preferred stock and surplus). 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 1940 Act, and the Investment
Adviser agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the 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 for the Investment
Manager 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 the Investment
Manager 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 pursuant to the foregoing sentence
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 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 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 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.

D-3
<PAGE>

11. This agreement shall continue in effect until 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. This Agreement (a) may be terminated at any time, without penalty, by a
vote of holders of a majority of the Fund's outstanding voting securities (as
defined in the 1940 Act) or by a vote of a majority of the Fund's entire Board
of Directors or by the Investment Manager or the Investment Adviser on 60
days' written notice delivered to each party hereto, and (b) shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
This agreement may only be terminated in accordance with the provisions of
this paragraph 11; provided, however, that nothing contained in this agreement
shall prohibit the ability of the Investment Manager, in the exercise of its
fiduciary duty, to recommend to the Fund that the Fund take action to
terminate this agreement as provided in this paragraph 11.

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
1345 Avenue of the Americas
New York, New York 10105
Tel:
Fax:
Attn:

If to the Investment Manager:

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, Connecticut 06902
Tel:
Fax:
Attn:

or to such other address as to which the recipient shall have informed the
other party in writing.

D-4
<PAGE>

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.

Very truly yours,

PIMCO ADVISORS L.P.

By: _________________________________
Name:
Title:

ACCEPTED:
OPCAP ADVISORS

By: _________________________________
Name:
Title:

___hereby acknowledges, and agrees to
the provisions of subparagraph 3.(b)
and paragraph 10 of this agreement.

By: _________________________________
Name:
Title:

D-5
<PAGE>

THE EMERGING MARKETS INCOME FUND INC

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS -- FEBRUARY 24, 2000

The undersigned hereby appoints Heath B. McLendon, Stephen J. Treadway
and Robert A. Vegliante and each of them, the proxies for the undersigned, with
full power of substitution and revocation to each of them, to represent and vote
all shares of The Emerging Markets Income Fund Inc which the undersigned is
entitled to receive and vote proxies at the Annual Meeting of Stockholders of
The Emerging Markets Income Fund Inc to be held at 7 World Trade Center, New
York, New York in the Downtown Conference Center on Thursday, February 24, 2000,
at 10:00 a.m., Eastern time, and at any adjournments thereof.

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 items
1, 4 and 5 listed on the opposite side.

PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.

Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------- --------------------------------
- ---------------------------- --------------------------------
- ---------------------------- --------------------------------
<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 4 and 5.

1. The approval of a new advisory agreement between PIMCO Advisors L.P. and the
Fund.

FOR AGAINST ABSTAIN
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

4. The election of directors to the Board of Directors, to hold office until
their successors are duly elected and qualified.

FOR All Nominees WITHHOLD FOR ALL EXCEPT

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Instructions: To withhold authority to vote for any individual nominee, mark
the "For All Except" Box and strike a line through that nominee's name).

Nominees to serve until 2002 Annual Meeting: Heath B. McLendon, Leslie H. Gelb

5. The ratification of the selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants for the year ending August 31, 2000.

FOR AGAINST ABSTAIN
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

The proxies are authorized to vote in their discretion on any other business as
may properly come before the meeting or any adjournments thereof.

I will attend the meeting. Change of Address and/or Comments Mark Here

- -------------------------------------------------------------------------------

Please be sure to sign and date this
Proxy.
=======================================

Date _______________________, 2000

----------------------------------
<PAGE>

-------------------------------------
Signature(s), Title(s), if applicable

=========================================

Votes MUST be indicated
Please Sign, Date and Return the Proxy (x) in Black or Blue ink.
Promptly Using the Enclosed Envelope. -------------------------------------
x
-------------------------------------