<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive proxy statement
/x/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIASSETS FUND, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
MUNIASSETS FUND, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
- --------------------------------------------------------------------------------
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:(1)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------
(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------
OCTOBER 9, 1997
TO THE STOCKHOLDERS OF MUNIASSETS FUND, INC.
Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
'Meeting') of MuniAssets Fund, Inc. (the 'Fund') will be held at the offices of
Fund Asset Management, L.P. ('FAM'), 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, on Thursday, October 9, 1997 at 9:00 a.m. for the following
purposes:
(1) To elect two Class III Directors for a term of three years;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP ('D&T') to serve as independent auditors of the Fund
for its current fiscal year;
(3) To consider and act upon a proposal to amend the Fund's
fundamental investment restriction regarding the Fund's health care
industry concentration policy; and
(4) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August 12, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after September 2, 1997, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
Patrick D. Sweeney, III
Secretary
Plainsboro, New Jersey
Dated: August 29, 1997
<PAGE>
PROXY STATEMENT
------------------------
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------
OCTOBER 9, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniAssets Fund, Inc., a Maryland
corporation (the 'Fund'), to be voted at the 1997 Annual Meeting of Stockholders
of the Fund (the 'Meeting'), to be held at the offices of Fund Asset Management,
L.P. ('FAM'), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Thursday,
October 9, 1997 at 9:00 a.m. The approximate mailing date of this Proxy
Statement is September 3, 1997.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the nominees for Directors, for the
ratification of the selection of independent auditors to serve for the Fund's
current fiscal year and for amending the Fund's fundamental investment
restriction regarding its health care industry concentration policy. Any proxy
may be revoked at any time prior to the exercise thereof by giving written
notice to the Secretary of the Fund.
The Board of Directors has fixed the close of business on August 12, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of August 12, 1997, the Fund had outstanding
10,424,616 shares of common stock, par value $.10 per share ('Common Stock'). To
the knowledge of the Fund, as of August 12, 1997, no person is the beneficial
owner of more than five percent of the outstanding shares of Common Stock.
Approval of Items 1 and 2 below will require the affirmative vote of the
holders of a majority of the Fund's shares of Common Stock, voting in person or
by proxy, at a meeting in which a quorum is present and duly constituted.
Approval of Item 3 will require an affirmative vote of a majority of the Fund's
outstanding shares of Common Stock (which for this purpose and under the
Investment Company Act of 1940, as amended (the 'Investment Company Act') means
the lesser of (i) 67% or more of the shares of Common Stock present at the
Meeting, if more than 50% of the outstanding shares of Common Stock is present
or represented by proxy, or (ii) more than 50% of the outstanding shares of
Common Stock). The Board of Directors of the Fund knows of no business other
than that mentioned in Items 1, 2 and 3 of the Notice of Meeting that will be
presented for consideration at the Meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, two Class III Directors will be elected to serve for a term
of three years and until their successors are elected and qualified. It is
intended that all properly executed proxies will be voted (unless such authority
has been withheld in the proxy) in favor of Melvin R. Seiden and Stephen B.
Swensrud as Class III Directors. The Board of Directors of the Fund knows of no
reason why any of these nominees will be unable to serve, but in the event of
any such unavailability, the proxies received will be voted for such substitute
nominee or nominees as the Board of Directors may recommend.
Pursuant to the Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I consists of Arthur Zeikel and
Robert S. Salomon, Jr. Class II consists of Joe Grills and Walter Mintz. Class
III consists of Melvin R. Seiden and Stephen B. Swensrud. Only the Directors in
Class III are being considered for election at this Meeting. All of the
Directors have been members of the Board of Directors of the Fund since the
Fund's initial public offering in 1993, except Joe Grills, who has been a member
of the Board of Directors of the Fund since January 1994, and Robert S. Salomon,
Jr., who has been a member of the Board of Directors of the Fund since January
1996.
Certain information concerning the Directors (which includes the nominees)
is set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR AUGUST 12,
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1997
- ------------------------------------- --- ---------------------------------------- -------- ------------
<S> <C> <C> <C> <C>
Joe Grills(1)(2) .................... 62 Member of the Committee of Investment of 1994 0
183 Soundview Lane Employee Benefit Assets of the Financial
New Canaan, Connecticut 06840 Executives Institute ('CIEBA') since
1986; Member of CIEBA's Executive
Committee since 1988 and its Chairman
from 1991 to 1992; Assistant Treasurer
of International Business Machines
Incorporated ('IBM') and Chief
Investment Officer of IBM Retirement
Funds from 1986 until 1993; Member of
the Investment Advisory Committee of the
State of New York Common Retirement
Fund; Member of the Investment Advisory
Committee of the Howard Hughes Medical
Institute; Director, Duke Management
Company (real estate management) since
1993; Director, LaSalle Street Fund
since 1995.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR AUGUST 12,
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1997
- ------------------------------------- --- ---------------------------------------- -------- ------------
<S> <C> <C> <C> <C>
Walter Mintz(1)(2) .................. 68 Special Limited Partner of Cumberland 1993 0
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.
Robert S. Salomon, Jr.(1)(2) ........ 60 Principal of STI Management (investment 1996 0
106 Dolphin Cove Quay adviser); Chairman and CEO of Salomon
Stamford, Connecticut 06902 Brothers Asset Management from 1992 to
1995; Chairman of Salomon Brothers
equity mutual funds from 1992 to 1995;
Director of Stock Research and U.S.
Equity Strategist at Salomon Brothers
Inc from 1975 to 1991; Director, Common
Fund and the Norwalk Community Technical
College Foundation.
Melvin R. Seiden(1)(2) .............. 66 Director of Silbanc Properties, Ltd. 1993 0
780 Third Avenue (real estate, investment and consulting)
25th Floor since 1987; Chairman and President of
Suite 2502 Seiden & de Cuevas, Inc. (private
New York, New York 10017 investment firm) from 1964 to 1987.
Stephen B. Swensrud(1)(2) ........... 64 Chairman of Fernwood Associates 1993 0
24 Federal Street (financial consultants) since 1975.
Suite 400
Boston, Massachusetts 02110
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR AUGUST 12,
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1997
- ------------------------------------- --- ---------------------------------------- -------- ------------
<S> <C> <C> <C> <C>
Arthur Zeikel(1)(3) ................. 65 President of FAM (which term as used 1993 0
P.O. Box 9011 hereunder includes its corporate
Princeton, New Jersey 08543-9011 predecessors) since 1977; President of
Merrill Lynch Asset Management, L.P.
('MLAM') (which term as used hereunder
includes its corporate predecessors)
since 1977; President and Director of
Princeton Services, Inc. ('Princeton
Services') since 1993; Executive Vice
President of Merrill Lynch & Co., Inc.
('ML&Co.') since 1990; Executive Vice
President of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ('Merrill
Lynch') from 1990 to 1995 and a Senior
Vice President thereof from 1985 to
1990; Director of Merrill Lynch Funds
Distributor, Inc. ('MLFD'or the
'Distributor') since 1977.
</TABLE>
- ------------------
(1) Each of the directors is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See 'Compensation of Directors' below.
(2) Member of the Audit Committee of the Board of Directors.
(3) Interested person, as defined in the Investment Company Act, of the Fund.
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
'interested persons' of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of the
annual audit conducted by the Fund's independent auditors and to evaluate with
such auditors the accounting procedures followed by the Fund. The non-interested
Directors have retained independent legal counsel to assist them in connection
with these duties. The Board of Directors does not have a nominating committee.
During the fiscal year ended May 31, 1997, the Board of Directors held five
meetings and the Audit Committee held five meetings. Each of the Directors then
in office attended at least 75% of the total number of meetings of the Board of
Directors. Each member of the Audit Committee then in office attended at least
75% of the total number of meetings of the Audit Committee held during such
period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership
4
<PAGE>
and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission ('SEC') and the New York Stock Exchange. Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Fund with copies of all Forms 3, 4 and 5 they file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act, (i.e., any advisory board member, investment adviser or affiliated person
of the Fund's investment adviser) have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year.
Interested Persons. The Fund considers Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the position he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the President of FAM and MLAM.
Compensation of Directors. FAM, the investment adviser, pays all
compensation of all officers of the Fund and all Directors of the Fund who are
affiliated with ML&Co. or its subsidiaries. The Fund pays each Director not
affiliated with the investment adviser a fee of $2,000 per year plus $500 per
regular meeting attended, together with such Director's actual out-of-pocket
expenses relating to attendance at meetings. The Fund also pays each member of
its Audit Committee a fee of $2,000 per year plus $500 per meeting attended,
together with such Director's out-of-pocket expenses relating to attendance at
such meetings. These fees and expenses aggregated $39,974 for the fiscal year
ended May 31, 1997.
The following table sets forth for the fiscal year ended May 31, 1997,
compensation paid by the Fund to the non-interested Directors and, for the
calendar year ending December 31, 1996, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the non-interested Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
NAME OF COMPENSATION FROM BENEFITS ACCRUED AS PART FUND AND FAM/MLAM ADVISED
DIRECTOR FUND OF FUND EXPENSES FUNDS PAID TO DIRECTORS
- ------------------------------------ ----------------- ------------------------ ---------------------------
<S> <C> <C> <C>
Joe Grills(1) ...................... $ 8,000 None $ 164,000
Walter Mintz(1) .................... $ 8,000 None $ 164,000
Robert S. Salomon, Jr.(1) .......... $ 8,000 None $ 187,167
Melvin R. Seiden(1) ................ $ 8,000 None $ 164,000
Stephen B. Swensrud(1) ............. $ 8,000 None $ 154,250
</TABLE>
- ------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Grills (19 registered investment companies consisting of 47 portfolios); Mr.
Mintz (18 registered investment companies consisting of 37 portfolios); Mr.
Salomon (18 registered investment companies consisting of 37 portfolios);
Mr. Seiden (18 registered investment companies consisting of 37 portfolios);
and Mr. Swensrud (24 registered investment companies consisting of 52
portfolios).
5
<PAGE>
Officers of the Fund. The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- -------------------------------------------------------------------------------- --------------- --- -------
<S> <C> <C> <C>
Arthur Zeikel .................................................................. President 65 1993
President of FAM since 1977; President of MLAM since 1977; President and
Director of Princeton Services since 1993; Executive Vice President of ML&Co.
since 1990; Executive Vice President of Merrill Lynch from 1990 to 1995 and
Senior Vice President thereof from 1985 to 1990; Director of MLFD since 1977.
Terry K. Glenn ................................................................. Executive Vice 56 1993
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986
and Director thereof since 1991; President of Princeton Administrators, L.P.
since 1988.
Vincent R. Giordano ............................................................ Senior Vice 52 1993
Senior Vice President of FAM and MLAM since 1984 and Vice President of MLAM President
from 1980 to 1984; Portfolio Manager of FAM and MLAM since 1977; Senior Vice
President of Princeton Services since 1993.
Kenneth A. Jacob ............................................................... Vice President 46 1993
Vice President of FAM and MLAM since 1984; employed by MLAM since 1978;
Portfolio Manager of the Fund since 1993.
Donald C. Burke ................................................................ Vice President 37 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of D&T
from 1982 to 1990.
Gerald M. Richard .............................................................. Treasurer 48 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of MLFD
since 1984 and Vice President since 1981.
Patrick D. Sweeney, III ........................................................ Secretary 43 1997
Vice President of FAM and MLAM since 1990.
</TABLE>
Stock Ownership. At August 12, 1997, the Directors and officers of the
Fund as a group (12 persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a Director
of the Fund, and the officers of the Fund owned an aggregate of less than 1% of
the outstanding shares of common stock of ML&Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of D&T,
independent auditors, to examine the financial statements of the Fund for the
current fiscal year. The Fund knows of no direct or indirect financial interest
of D&T in the Fund. Such appointment is subject to ratification or rejection by
the stockholders of the Fund. Unless a contrary specification is made, the
accompanying proxy will be voted in favor of ratifying the selection of such
auditors.
6
<PAGE>
D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for substantially all of the other investment companies for
which FAM or MLAM acts as investment adviser. The fees received by D&T from
these other entities are substantially greater, in the aggregate, than the total
fees received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for ML&Co. and
the other entities described above in its evaluation of the independence of D&T
with respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ITEM 3. ADOPTION OF AMENDED FUNDAMENTAL
INVESTMENT RESTRICTION
The Fund has adopted investment restrictions that govern generally the
operations of the Fund. Investment restrictions that are deemed fundamental may
not be changed without a vote of the outstanding shares of Common Stock of the
Fund. The Fund is required to disclose in its prospectus, as a fundamental
policy, whether it will 'concentrate' its investments in a particular industry.
A fund is considered to be concentrated in an industry when it invests 25% or
more of its assets in the securities of issuers in such industry. A fund that
adopts a policy of not concentrating its investments in a particular industry is
prohibited from making purchases within such industry in excess of 25% of its
assets, and a fund that has adopted a policy of concentrating its investments in
a particular industry must maintain at least 25% of its assets in the industry
in which it has elected to concentrate. Except in very limited and specific
circumstances, none of which apply to the Fund, a fund cannot adopt a 'flexible'
policy of switching back and forth between being concentrated and
non-concentrated in a particular industry. The Fund currently concentrates its
investments in municipal bonds issued to finance projects in the health care
industry. The Board of Directors of the Fund recommends amending the Fund's
fundamental investment restrictions to remove the Fund's required concentration
in the health care industry.
At the time the Fund was organized in 1993, bonds and obligations issued to
finance not-for-profit hospitals and other health care facilities were a
significant source of high yield investments. In recent years there has been a
shift in health care providers in the United States, whereby many not-for-profit
hospitals and health care systems are being acquired by for-profit entities.
This trend appears to be continuing and, as a result, the issuance and
availability of tax-exempt health care-related bonds, which are rated in any one
of the medium and lower ratings categories of a nationally recognized
statistical rating organization or are unrated but are deemed by the Fund's
investment adviser to be equivalent to lower-rated bonds, have fallen
dramatically. Based on this trend in the health care industry, the Board of the
Directors of the Fund no longer believes that it is in the best interests of the
Fund and its stockholders for the Fund to maintain a policy of investing at
least 25% of its assets in health care-related municipal bonds.
Currently, the Fund's health care industry concentration policy is set
forth in the following fundamental investment restriction, which provides that
the Fund may not:
Invest more than 25% of its total assets (taken at market
value at the time of each investment) in securities of issuers
in a single industry except that the Fund will invest 25% or
more of its assets in Municipal Bonds issued to finance
projects in the health care industry. (For purposes of this
restriction, states, municipalities and their political
subdivisions are not considered to be part of any industry).
7
<PAGE>
The amended investment restriction eliminates the exception for health care
industry bonds from the Fund's general concentration policy. The proposed
amended investment restriction was approved by the Board of Directors on July 9,
1997. Under the proposed amended investment restriction, the Fund may not:
Invest more than 25% of its total assets (taken at market
value at the time of each investment) in securities of issuers
in any single industry. (For the purposes of this restriction,
states, municipalities and their political subdivisions are
not considered to be part of any industry.)
Vote required. The proposal to amend the Fund's fundamental investment
restriction requires the affirmative vote of a majority of the Fund's
outstanding shares of Common Stock (which for this purpose and under the
Investment Company Act means the lesser of (i) 67% or more of the shares of
Common Stock present at the Meeting, if more than 50% of the outstanding shares
of Common Stock is present or represented by proxy, or (ii) more than 50% of the
outstanding shares of Common Stock). If the proposed amendment to the Fund's
fundamental investment restrictions is not approved by the stockholders of the
Fund, the Fund will continue to be required to concentrate its investments in
the health care industry. The Board recommends a vote 'FOR' Item 3.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing by the Fund of the
enclosed forms of proxy and accompanying Notice and Proxy Statement in
connection with the matters to be considered at the Meeting will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. The Fund has retained at its expense Tritech Services,
an affiliate of ML&Co with offices at 4 Corporate Place, Piscataway, New Jersey,
to aid in the solicitation of proxies from holders of shares held in nominee or
"street" name at a cost of $2,500, plus out-of-pocket expenses.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the Fund entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund. It is anticipated that the cost of
such supplementary solicitation, if any, will be nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Director nominees, 'FOR' the ratification of D&T as independent
auditors for the Fund and 'FOR' amending the Fund's fundamental investment
restriction regarding its health care industry concentration policy.
Broker-dealer firms, including Merrill Lynch, holding Fund shares in
'street name' for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
Item before the Meeting. The Fund understands that, under the rules of the New
York Stock Exchange, such broker-dealer firms may, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received prior to the
date specified in the broker-dealer firm's request for voting instructions.
Broker-dealer firms, including Merrill Lynch, will not be permitted to grant
voting authority without instructions with respect to the proposal to amend the
Fund's fundamental investment restriction (Item 3). The Fund will include shares
held of record by broker-dealers as to which such authority has been granted in
its tabulation of the total number of votes present for purposes of determining
whether the necessary quorum of stockholders exists. Proxies that are returned
but that are marked 'abstain' or on which a broker-
8
<PAGE>
dealer has declined to vote on any proposal ('broker non-votes') will be counted
as present for the purposes of a quorum. Merrill Lynch has advised that it
intends to exercise discretion over shares held in its name for which no
instructions are received by voting such shares on Items 1 and 2 in the same
proportion as it has voted shares for which it has received instructions.
However, abstentions and broker non-votes will not be counted as votes cast.
Abstentions and broker non-votes, therefore, will have no effect on the vote on
Item 1 or Item 2; however, abstentions and broker non-votes will have the same
effect as a vote against Item 3.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED MAY 31, 1997 TO ANY STOCKHOLDER UPON REQUEST. Such requests
should be directed to MuniAssets Fund, Inc., P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Patrick D. Sweeney, III, Secretary or to
1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1998 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in October 1998,
and desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by May 6, 1998.
By Order of the Board of Directors
PATRICK D. SWEENEY, III
Secretary
Dated: August 29, 1997
9
<PAGE>
COMMON STOCK
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as
designated on the reverse hereof, all the Common Stock of MuniAssets
Fund, Inc. (the "Fund") held of record by the undersigned on August 12,
1997 at the Annual Meeting of Stockholders of the Fund to be held on
October 9, 1997 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
(Continued and to be signed on the reverse side)
<PAGE>
1. To elect two Class III Directors for a term of two years.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed
below / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT PARTICULAR NOMINEE'S NAME IN THE LIST BELOW.)
CLASS III NOMINEES: MELVIN R. SEIDEN, STEPHEN B. SWENSRUD
2. To consider and act upon a proposal to ratify the selection of Deloitte &
Touche LLP to serve as independent auditors of the Fund for its current
fiscal year. FOR / / AGAINST / / ABSTAIN / /
3. To consider and act upon a proposal to amend the Fund's fundamental
investment restriction regarding the Fund's health care industry
concentration policy.
FOR / / AGAINST / / ABSTAIN / /
4. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Please sign this proxy in the space provided below.
Execution by stockholders who are not individuals
must be made by an authorized signatory.
Dated:_____________________________________, 1997
X _______________________________________________
Name of Stockholder
X _______________________________________________
Signature
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK. PLEASE SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
COMMON STOCK
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as
designated on the reverse hereof, all the Common Stock of MuniAssets
Fund, Inc. (the "Fund") held of record by the undersigned on August 12,
1997 at the Annual Meeting of Stockholders of the Fund to be held on
October 9, 1997 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
(Continued and to be signed on the reverse side)
MUNIASSETS FUND, INC.
P.O. BOX 1123
NEW YORK, N.Y. 10203-0123
<PAGE>
1. To elect two Class III Directors for a term of three years.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed
below / /
EXCEPTIONS* / /
*(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE EXCEPTION BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST BELOW.)
CLASS III NOMINEES: MELVIN R. SEIDEN, STEPHEN B. SWENSRUD
2. To consider and act upon a proposal to ratify the selection of Deloitte &
Touche LLP as independent auditors of the Fund for its current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. To consider and act upon a proposal to amend the Fund's fundamental
investment restriction regarding the Fund's health care industry
concentration policy.
FOR / / AGAINST / / ABSTAIN / /
4. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
ADDRESS CHANGE MARK HERE / /
Please sign this proxy in the space provided below.
Execution by stockholders who are not individuals
must be made by an authorized signatory.
Dated:_____________________________________, 1997
X _______________________________________________
Name of Stockholder
X _______________________________________________
Signature
VOTES MUST BE INDICATED /X/ IN BLACK OR BLUE
INK. / /
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE - NO POSTAGE IS
REQUIRED.
