SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
MUNICIPAL ADVANTAGE FUND INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(SC14A-07/98)
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
One World Financial Center
200 Liberty Street
New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 15, 1999
To the Stockholders:
The Annual Meeting of Stockholders of Municipal Advantage Fund Inc. (the
"Fund") will be held at One World Financial Center, 200 Liberty Street, New
York, New York on the 40th floor, on Friday, February 26, 1999, at 11:30 A.M.,
for the purposes of considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year
ending October 31, 1999 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on December 30, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors,
/s/ Deborah Kaback
Deborah Kaback
Secretary
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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.
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<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. OTHER ACCOUNTS: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION
<TABLE>
<S> <C>
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. .................................... ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. .................................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer ............ John Doe
(4) ABC Corp. Profit Sharing Plan ................ John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust .................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 ......... Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ................ John B. Smith
(2) John B. Smith ................................ John B. Smith, Jr., Executor
</TABLE>
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
One World Financial Center
200 Liberty Street
New York, New York 10281
---------------------
PROXY STATEMENT
---------------------
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Municipal Advantage Fund Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund (the "Annual
Meeting") to be held at One World Financial Center, 200 Liberty Street, New
York, New York on the 40th floor, on Friday, February 26, 1999, at 11:30 A.M.
(and at any adjournment or adjournments thereof) for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. This proxy statement
and the accompanying form of proxy are first being mailed to stockholders on or
about January 15, 1999. THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998 IS AVAILABLE, FREE OF
CHARGE, BY CONTACTING THE FUND AT THE ADDRESS LISTED ABOVE OR BY CALLING
1-800-207-6909. Stockholders who execute proxies retain the right to revoke
them in person at the Annual Meeting or by written notice received by the
Secretary of the Fund at any time before they are voted. Unrevoked proxies will
be voted in accordance with the specifications thereon and, unless specified to
the contrary, will be voted FOR the election of directors and FOR Proposal 2.
The close of business on December 30, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. Each stockholder is entitled to one vote for each full share
and an appropriate fraction of a vote for each fractional share held. On the
record date there were 7,257,093 shares of Common Stock outstanding and 1,100
shares of Preferred Stock outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or
more adjournments of the Annual Meeting to a date not more than 120 days after
the original record date to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Annual Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal in their discretion. A stockholder vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes have been received for approval. Under the By-Laws of the
Fund, a quorum is constituted by the presence in person or by proxy of the
holders of record of a majority of the outstanding shares of the Fund entitled
to vote at the Annual Meeting.
1
<PAGE>
Value Advisors LLC ("Value Advisors" or the "Investment Manager"), whose
principal business address is c/o PIMCO Advisors L.P., 800 Newport Center
Drive, Suite 100, Newport Beach, CA 92660, is the Fund's investment manager.
OpCap Advisors ("OpCap"), whose principal business address is One World
Financial Center, 200 Liberty Street, New York, New York 10281, is the Fund's
investment adviser and administrator.
SUMMARY OF PROPOSALS
<TABLE>
<CAPTION>
PROPOSAL CLASS OF STOCKHOLDERS SOLICITED
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<S> <C>
1. Election of Directors
Raymond D. Horton Holders of Preferred Stock and Common Stock
Stephen J. Treadway Holders of Preferred Stock
2. Ratification of Selection of
Independent Accountants Holders of Preferred Stock and Common Stock
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Annual
Meeting, stockholders will be asked to elect two Class II Directors to hold
office until the 2002 Annual Meeting of Stockholders or thereafter when their
successors are elected and qualified. The terms of office of the Class I and
Class III Directors expire at the Annual Meetings of Stockholders in 2001 and
2000, 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.
Horton's nomination will be voted on by the holders of the Fund's Preferred
Stock and Common Stock, voting together as a single class. Mr. Treadway has
been designated as a Preferred Stock Director and, accordingly, his nomination
will be voted on by the holders of the Fund's Preferred Stock only.
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.
2
<PAGE>
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 DECEMBER 31, 1998 ON DECEMBER 31, 1998
------------------------- ------------------------
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR
DURING THE PAST FIVE YEARS SINCE AGE SHARES (A) SHARES (A)
- ----------------------------------------------- ----------- ----- ------------------------- ------------------------
<S> <C> <C> <C> <C>
CLASS II NOMINEES TO SERVE UNTIL 2002
ANNUAL MEETING OF STOCKHOLDERS
Raymond D. Horton, Member of Audit Committee; 1994 59 -0- -0-
Professor, Columbia University
Graduate School of Business; President,
Citizens Budget Commission, Inc.
(1986-1998)
Stephen J. Treadway*, Chairman; Executive Vice
President of PIMCO Advisors L.P. and 1997 51 -0- -0-
Chairman and President of PIMCO Funds
Distributors LLC and its predecessor (May
1996-Present); Executive Vice President of
Value Advisors LLC (November
1997-Present); formerly, employed by Smith
Barney Inc. for over 18 years, serving in
various senior officer positions.
</TABLE>
The following table provides information concerning the directors serving
until the 2000 and 2001 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY, DIRECTLY OR INDIRECTLY,
ON DECEMBER 31, 1998 ON DECEMBER 31, 1998
------------------------- ------------------------
DIRECTORS 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 2000
ANNUAL MEETING OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit 1994 60 246 -0-
Committee; Henry J. Braker Professor of
Commercial Law, The Fletcher School of Law
& Diplomacy, Tufts University (1990-Present);
Dean, The Fletcher School of Law &
Diplomacy, Tufts University (1986-1994).
CLASS I DIRECTOR SERVING UNTIL 2001 ANNUAL
MEETING OF STOCKHOLDERS
Robert L. Rosen, Member of Audit Committee; 1993 52 -0- -0-
Chief Executive Officer, RLR Partners, L.L.C.
(general partner of private investment fund);
Chairman, Damon Corporation (1989-1993);
Director, Samsonite Corporation
(1996-Present); Director, Mariner Post-Acute
Network, Inc. (1997- Present).
</TABLE>
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* "Interested person" as defined in the Investment Company Act of 1940 (the
"1940 Act") because of a relationship with Value 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.
3
<PAGE>
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 other investment companies co-advised by
Value Advisors and Salomon Brothers Asset Management Inc ("SBAM"). Mr. Salacuse
is a director of four other registered investment companies co-advised by Value
Advisors and SBAM, four other registered investment companies advised by SBAM
and two other registered investment companies advised by Advantage Advisers,
Inc. Mr. Treadway is a director of one other registered investment company
advised by both Value Advisors and OpCap and of one other investment company
advised by PIMCO Advisors L.P. At December 31, 1998, 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 6,643,193 shares of Common Stock equal to approximately 92% 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 next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Treadway, the current officers of the Fund are:
<TABLE>
<CAPTION>
NAME OFFICE AGE OFFICER SINCE
- --------------------------- --------------------- ----- --------------
<S> <C> <C> <C>
Bernard H. Garil President 58 1997
Matthew Greenwald Executive 44 1997
Vice President
Newton B. Schott, Jr. Executive 56 1997
Vice President and
Assistant Secretary
Richard L. Peteka Treasurer 37 1997
Deborah Kaback Secretary 47 1997
Robert Brault Assistant Treasurer 33 1998
</TABLE>
Mr. Garil is President of OpCap Advisors and a Managing Director of
Oppenheimer Capital. He is also a limited partner of PIMCO Advisors L.P. 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 Value Advisors 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
4
<PAGE>
Secretary to PIMCO Advisors L.P. In addition, since November 1994, Mr. Schott
has served as Secretary and General Counsel for Columbus Circle Investors. Mr.
Peteka is a Vice President of Oppenheimer Capital. Ms. Kaback is a Senior Vice
President of Oppenheimer Capital. Mr. Brault is a Vice President of 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, 1998. The Fund has no nominating or compensation
committees.
During the fiscal year ended October 31, 1998, 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 Value Advisors during the past fiscal year. The
following table provides information concerning the approximate compensation
paid during the fiscal year ended October 31, 1998 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 fiscal year ended
October 31, 1998 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 Value Advisors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS
COMPENSATION ADVISED BY
NAME OF DIRECTOR FROM FUND VALUE ADVISORS TOTAL COMPENSATION
- --------------------- -------------- ---------------------- ----------------------
<S> <C> <C> <C>
DIRECTORSHIPS (A) DIRECTORSHIPS (A)
Raymond D. Horton $7,450 $ 0 $ 7,450(1)
Jeswald W. Salacuse $8,500 $32,700(4) $41,200(5)
Robert L. Rosen $7,450 $14,900(2) $22,350(3)
</TABLE>
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(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, the Fund's investment
advisers 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, 1998.
5
<PAGE>
REQUIRED VOTE
Election of Mr. Horton as a director requires the affirmative vote of the
holders of a plurality of the shares of the Common Stock and Preferred Stock of
the Fund, voting together as a single class, present or represented by proxy at
the Annual Meeting with a quorum present. Election of Mr. Treadway as a
director requires the affirmative vote of the holders of a plurality of the
shares of the Preferred Stock of the Fund present or represented by proxy at
the Annual Meeting with a quorum present. For purposes of the election of
directors, abstentions and broker non-votes will not be considered votes cast,
and do not affect the plurality vote required for directors.
PROPOSAL 2: 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,
1999. 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, 1998, 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.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock and Preferred
Stock of the Fund, voting together as a single class, present in person or
represented by proxy at the Annual Meeting with a quorum present. For purposes
of this proposal, abstentions and broker non-votes will be counted as shares
present at the Meeting for quorum purposes, but will not be considered votes
cast for the foregoing purpose.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If any other matter properly comes before
the Annual Meeting, it is the intention of the persons named in the proxy to
vote the proxies in accordance with their judgment on that matter.
6
<PAGE>
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in the
year 2000, must be received by the Fund (addressed to Municipal Advantage Fund
Inc., One World Financial Center, 200 Liberty Street, New York, New York 10281)
for inclusion in the Fund's proxy statement and proxy relating to that meeting
no later than September 17, 1999. Any stockholder who desires to bring a
proposal at the Fund's year 2000 Annual Meeting of Stockholders without
including such proposal in the Fund's proxy statement must deliver written
notice thereof to the Secretary of the Fund (addressed to Municipal Advantage
Fund Inc., One World Financial Center, 200 Liberty Street, New York, New York
10281) during the thirty-day period from November 28, 1999 to December 28,
1999.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of Value
Advisors and OpCap or their respective affiliates, or other representatives of
the Fund or by telephone or telegraph, in addition to the use of mails.
Brokerage houses, banks and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and they will be reimbursed by the Fund for out-of-pocket
expenses incurred in this connection. Corporate Investors Communications, Inc.
will provide certain services in connection with the solicitation of proxies at
a fee to be paid by the Fund and estimated at $3,500 plus disbursements.
January 15, 1999
7
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
PREFERRED STOCK
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 26, 1999
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Stephen Treadway, Thomas Duggan, Bernard Garil
and Deborah Kaback, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the undersigned at
the Annual Meeting of Stockholders of the Fund to be held at One World Financial
Center, New York, New York 10281 on February 26, 1999, at 11:30 a.m., and any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated January 15, 1999, and upon all other matters properly
coming before said Meeting.
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR Proposals 1
(including all nominees for Director) and 2. Please refer to the Proxy Statement
for a discussion of the Proposals.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
MUNICIPAL ADVANTAGE FUND INC.
- --------------------------------------------------------------------------------
PREFERRED STOCK
Mark box at right if an address change or comment has been noted on the reverse
side of this card. /__ /
Mark box at right if you plan to attend the meeting. /__ /
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE, "FOR"
PROPOSALS 1 (INCLUDING ALL NOMINEES FOR DIRECTOR) AND 2.
1. Election of Directors For all With- For all
Nominees hold Except
/__ / /__ / /__ /
Class II to serve until year 2002 Annual Meeting of Stockholders
Raymond D. Horton
Stephen J. Treadway
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name of the nominee.
Your shares will be voted for the remaining nominee.
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the Year ending October 31, 1999.
For Against Abstain
/__ / /__ / /__ /
3. Any other business that may properly come before the meeting.
---------------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- -------Stockholder sign here---------------------Co-owner sign here-------------
RECORD DATE SHARES:
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
COMMON STOCK
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 26, 1999
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Stephen Treadway, Thomas Duggan, Bernard Garil
and Deborah Kaback, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the undersigned at
the Annual Meeting of Stockholders of the Fund to be held at One World Financial
Center, New York, New York 10281 on February 26, 1999, at 11:30 a.m., and any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated January 15, 1999, and upon all other matters properly
coming before said Meeting.
Please indicate your vote by an "X" in the approximate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR Proposals 1
(including the nominee for Director) and 2. Please refer to the Proxy Statement
for a discussion of the Proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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- --------------------------------------------------------------------------------
Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ------------------------------------------
- -------------------------------- ------------------------------------------
- -------------------------------- ------------------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
MUNICIPAL ADVANTAGE FUND INC.
- --------------------------------------------------------------------------------
COMMON STOCK
Mark box at right if an address change or comment has been noted on the
reverse side of this card. /__ /
Mark box at right if you plan to attend the meeting. /__ /
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSALS 1 (INCLUDING THE NOMINEE FOR DIRECTOR) AND 2.
1. Election of Director. For the With-
Nominee hold
/__ / /__ /
Class II to serve until year 2002 Annual Meeting of Stockholders:
Raymond D. Horton
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the Year ending October 31, 1999.
For Against Abstain
/__ / /__ / /__ /
3. Any other business that may properly come before the meeting.
-------------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- --------Stockholder sign here------------------------Co-owner sign here---------
RECORD DATE SHARES:
