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:
/x/ Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only
(as permitted by rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Global Partners 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:
_________________________________________________________________

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 __, 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 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 could be deemed to result in the termination of the
existing agreements pursuant to the provisions of the Investment Company Act
of 1940. 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 certain of the Funds 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
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 shareholder.

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 1-800-735-3568 to answer any questions you may have regarding the
voting of your shares. Please do not hesitate to call 1-800-[ ] with
any questions regarding the acquisition or other matters. If we have not
received your proxy card(s) prior to the date of the Meetings, you may

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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,

The Chairmen of the Boards and Presidents of:

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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, SBAM
and OpCap Advisors, respectively. Therefore, in order to ensure
continuity of management, stockholders are being asked to approve sub-
stantially similar 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 PIMCO Advisors will continue following the acquisition
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
1-800-735-3568 to answer any questions you may have regarding the voting
of your shares, and please feel free to call 1-800-[ - ] with any
questions regarding the acquisition or other matters.

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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.

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NOTICE OF ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS

January __, 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 __th 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:

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.

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.

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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.

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.

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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 __, 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.

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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 __th 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 __, 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, since PIMCO Advisors is a party to the investment

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advisory and administration agreement with each SBAM Fund (as defined on page
__) 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
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:

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Proposals Funds to Which Each Proposal Applies
--------- ------------------------------------

1. Approval of a new investment All Funds.
management or advisory agreement
between PIMCO Advisors and the
Fund.

2. Approval of a new investment The Emerging Markets Income Fund II
advisory and administration Inc, The Emerging Markets Floating Rate
agreement among PIMCO Advisors, Fund Inc., Global Partners Income Fund
SBAM and the Fund. Inc., Municipal Partners Fund Inc. and
Municipal Partners Fund II Inc.

3. Approval of a new investment Municipal Advantage Fund Inc.
advisory and administration
agreement among PIMCO Advisors,
OpCap and the Fund.

4. Election of directors to the The Emerging Markets Income Fund Inc,
Board of Directors to hold office Global Partners Income Fund Inc.
until their successors are duly and Municipal Advantage Fund Inc.
elected and qualified.

5. Ratification of the selection of The Emerging Markets Income Fund Inc,
PricewaterhouseCoopers LLP as the Global Partners Income Fund Inc.
independent accountants of and Municipal Advantage Fund Inc.
the Fund.

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 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

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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- - ].

The principal executive offices 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 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. The Fund Exhibit sets forth 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) 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
defined in such Act. The consummation of the Transaction will constitute an
assignment of the Existing PIMCO Agreement with each Fund because it will
result in a change of control of PIMCO Advisors. Therefore, in anticipation
of the Transaction, the Board of Directors of each Fund is proposing that its

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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 similar 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 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. PIMCO Partners, G.P. ("PGP") and PIMCO Advisors
Holdings L.P. ("PAH") are the general partners of PIMCO Advisors. PGP is a
general partnership between PIMCO Holding LLC ("PH LLC"), a Delaware limited
liability company and an indirect wholly owned subsidiary of Pacific Life
Insurance Company, 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"). PGP is the
sole general partner of PAH. PIMCO Advisors is governed by a management
board which exercises substantially all of the governance powers of the
general partner and serves as the functional equivalent of a board of
directors.

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

Name Title and Principal Occupation
- ---- ------------------------------

William D. Cvengros Chief Executive Officer of PIMCO Advisors

Robert M. Fitzgerald Senior Vice President and Chief Financial
Officer of PIMCO Advisors

Kenneth M. Poovey Chief Operating Officer of PIMCO Advisors

Stephen J. Treadway Executive Vice President of PIMCO Advisors

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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. Schneider Senior Vice President of PIMCO Advisors

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

Information Concerning Allianz of America and Its Affiliates

Allianz AG, the parent of Allianz of America, is a publicly traded
German Aktiengesellschaft. The Allianz group companies comprise
the world's second largest insurance group as measured by premium income.
The Allianz group is a leading provider of financial services,
particularly in Europe, and is represented in 68 countries worldwide 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, PIMCO Advisors and
Allianz group companies combined will have over $650 billion in assets under
management. Allianz AG's address is Allianz Aktiengesellschaft,
Koeniginstrasse 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 controlled by or affiliated with these entities,
such as Bankers Trust Company, BT Alex. Brown Incorporated, Morgan Grenfell
and Kleinwort Benson, may be considered "Affiliated Brokers". Once the
Transaction is completed, absent an exemption from the Securities and Exchange
Commission (the "SEC") or other relief, the Funds would generally be precluded
from effecting principal transactions with Affiliated Brokers, and their
ability to purchase securities from underwriting syndicates including an
Affiliated Broker or to utilize Affiliated Brokers for agency transactions
would be subject to restrictions. PIMCO Advisors does not believe that
applicable restrictions on transactions with the Affiliated Brokers described
above 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 general partners, PAH and
Partners GP, certain of their affiliates, Allianz of America and certain other

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parties named therein entered into the Merger Agreement pursuant to which
Allianz of America agreed to acquire majority ownership of PIMCO Advisors.

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 PIMCO Advisors' investment advisory revenue base, 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 at the Unit Transaction Price
substantially all of the remaining interests in PIMCO Advisors (the "PA
Units"), other than those interests beneficially owned by Pacific Life
Insurance Company ("Pacific Life"). 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.
Pacific Life, which through subsidiaries owns approximately a 31% 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 eventual disposition of Pacific Life's
indirect investment in PIMCO Advisors.

As a result of the transactions contemplated by the Merger
Agreement (together, the "Transaction"), Allianz of America will control PIMCO
Advisors, having acquired approximately 70% of the outstanding partnership
interests in PIMCO Advisors. 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 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 shareholders of each Fund. If the new agreements are not
approved by the Funds' shareholders and the Transaction is completed, the
Board of Directors of each Fund will consider appropriate action.

Pursuant to the Merger Agreement, PIMCO Advisors and Pacific
Investment Management Company, a subsidiary partnership of PIMCO Advisors,

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will enter into employment, retention and incentive arrangements with key
employees of PIMCO Advisors and Pacific Investment Management Company. 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 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 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.

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 is
expected to become the global fixed income investment management division of
Allianz AG. 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 receive cash
for 5,000 and 355,000 PA Units, respectively, at the Unit Transaction Price.
Additionally, Mr. Cvengros, who has elected not to continue his employment

-8-

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 for 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 sell 5,000 PA
Units at the Unit Transaction Price. 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
of $350,000 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 PA Units
attributable to Mr. Treadway's account balance in PIMCO Advisors' Executive
Deferred Compensation Plan (including certain restricted PA Units) will fully
vest and 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 for the difference between the exercise price
for those options (which averages $22.75) and the Unit Transaction Price.

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.
Additionally, any such person's interest in PIMCO Advisors' Executive
Deferred Compensation Plan will fully vest and the PA Units owned by that plan
will be sold at 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 shareholder approval of the matters set forth in
proposals 1,2 and 3.

-9-

Section 15(f) of the 1940 Act.

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" (as defined in
the 1940 Act) (an "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 the investment company's board of
directors must not be "interested persons" (as defined in the 1940 Act) of the
investment adviser (or predecessor or successor adviser).

Allianz of America, and each of the other parties to the Transaction
have agreed to use their reasonable best efforts to ensure compliance with
Section 15(f) as it applies to the Transaction.

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 similar. 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.

-10-

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 a
monthly fee at a rate under its New PIMCO Agreement which is identical to the
fee rate for its Existing PIMCO Agreement, which is set forth in the Fund
Exhibit. 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.
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

-11-

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" (as
defined in the 1940 Act) 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).

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 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

-12-

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 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 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'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. In connection with these
considerations, each Board of Directors considered possible alternatives to
approval of the New PIMCO Agreement.

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.

Certain directors and 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.

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 will have the same effect as
votes cast against the Proposal.

-13-

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE
NOT "INTERESTED PERSONS" (AS DEFINED IN THE 1940 ACT) OF THE FUND,
ALLIANZ OF AMERICA, PIMCO ADVISORS OR THEIR AFFILIATES, RECOMMEND THAT THE
STOCKHOLDERS OF THE FUND VOTE "FOR" THE NEW PIMCO AGREEMENT.

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. 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" (as defined in the 1940 Act) of such SBAM
Fund, PIMCO Advisors or SBAM, most recently approved the SBAM Fund's Existing
SBAM Agreement.

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 similar 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.

-14-

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.

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.

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

Name Title and Principal Occupation
- ---- ------------------------------

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.

-15-

The business address of Messrs. Margolis, 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 similar. 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 per-
sonnel 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. Consequently, SBAM will be paid by
PIMCO Advisors a monthly fee at a rate under each SBAM Fund's New SBAM
Agreement which is identical to the fee rate for its Existing SBAM Agreement,
which is set forth in the Fund Exhibit. 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.

Limitation of Liability

Each New SBAM Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its

-16-

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" (as defined in the 1940 Act) 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" (as defined in the 1940 Act) 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 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.

-17-

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.

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 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 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. In connection with
these considerations, each SBAM Fund's Board considered possible alternatives
to approval of the New SBAM Agreement.

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.

Certain directors and 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
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.

-18-

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE
NOT "INTERESTED PERSONS" (AS DEFINED IN THE 1940 ACT) 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. 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" (as defined in the 1940 Act) of this Fund,
PIMCO Advisors or OpCap, most recently approved the Fund's Existing OpCap
Agreement.

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 similar 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

-19-

Capital, managed approximately $56 billion of assets. The Fund Exhibit
provides information with respect to the investment companies with similar
investment objectives to this Fund for which OpCap provides advisory services.

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.

Name Title and Principal Occupation
- ---- ------------------------------

Peter M. Jones Managing Director of OpCap

Frank Poli Vice President and Secretary of OpCap

Lawrence K. Becker Treasurer of OpCap

Existing and New OpCap Agreements

The Existing OpCap Agreement and the New OpCap Agreement are
substantially similar. 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 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
a monthly fee at a rate under the New OpCap Agreement which is identical to

-20-

the fee rate under the Existing OpCap Agreement as set forth in the Fund
Exhibit. 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.

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" (as defined in
the 1940 Act) 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" (as defined in the 1940 Act) 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

-21-

has determined that continuity and efficiency of advisory services after the
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 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 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 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. In connection with these
consideration, the Board of Directors considered possible alternatives to
approval of the New OpCap Agreement.

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

-22-

of their interests in 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" (AS DEFINED IN THE 1940 ACT)
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 (the "Nominees") listed in the Fund Exhibit. As described in the
Fund Exhibit, 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 (Exhibit A) 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 or she 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.

-23-

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" (AS DEFINED IN THE 1940 ACT) 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. 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.

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.

-24-

THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE
NOT "INTERESTED PERSONS" (AS DEFINED IN THE 1940 ACT) OF THE FUND, RECOMMEND
THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE FUND'S 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. In
addition, the Fund Exhibit sets forth the name of all shareholders who
beneficially own 5% or more of each Fund on the Record Date, the number of
shares owned by each and the percentage of shares of the Fund owned.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

A stockholder of a Fund who wishes to submit a proposal for
the next annual meeting of such Fund should refer to Section A.6 of the Fund
Exhibit entitled "Other Information" for information regarding when such
proposals must be submitted in order to be included in the notice of meeting
and the proxy statement relating to such annual meeting.

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.

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

-25-

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,
1-800-735-3568.

January __, 2000

-26-

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 specifi-
cally 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, 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. and Global Partners Income Fund Inc. have
similar investment objectives; and Municipal Advantage Fund Inc., Municipal
Partners Fund Inc. and Municipal Partners Fund II Inc. have similar
investment objectives.

Investment Advisory, Approximate net assets
Management or Sub-Advisory as of October 31, 1999
Fee (as a percentage of (in millions)
Name of Fund average weekly net assets)
- ------------ -------------------------- ------------------------

The Emerging Markets Income Fund Inc 0.50% $ 47.2

The Emerging Markets Income Fund II Inc 1.20%<F1> 239.4

The Emerging Markets Floating Rate Fund Inc. 1.10%<F2> 47.9

Global Partners Income Fund Inc. 1.10%<F2> 164.2

Municipal Partners Fund Inc. 0.60%<F3> 116.5

-1-

Municipal Partners Fund II Inc. 0.60%<F3> 122.9

Municipal Advantage Fund Inc. 0.60%<F4> 153.6

[FN]
<F1> 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.
<F2> 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.
<F3> 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.
<F4> PIMCO Advisors remits a portion of its fee to OpCap at an annual rate
of 0.36% of the Funds 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 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. [FOOTNOTE ANY WAIVERS]

Investment Advisory, Approximate net assets
Management or Sub-Advisory as of October 31, 1999
Fee (as a percentage of (in millions)
Name of Fund average weekly net assets)

The Emerging Markets Income Fund Inc 0.70%<F1> $ 47.2

The Emerging Markets Income Fund II Inc 0.70%<F2> 239.4

The Emerging Markets Floating Rate Fund Inc. 0.65%<F2> 47.9

Global Partners Income Fund Inc. 0.65%<F2> 164.2

Salomon Brothers High Income Fund Inc 0.70% 57.4

Salomon Brothers High Income Fund II Inc 832.7

Salomon Brothers Institutional Emerging 0.70%<F[3]> 52.3
Markets Debt Fund

Salomon Brothers Worldwide Income Fund Inc 0.90% 150.2

-2-

Municipal Partners Fund Inc. 0.36%<F2> 116.5

Municipal Partners Fund II Inc. 0.36%<F2> 122.9

Salomon Brothers National Intermediate 0.50% 14.7
Municipal Fund

[FN]
<F1> Fee is paid by the Fund and includes compensation for administrative
services.
<F2> Fee is paid by PIMCO Advisors out of its management fee and includes
compensation for administrative services.
<F3> 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 Funds average daily
net assets.

OpCap serves as an investment adviser to Municipal Advantage
Fund Inc.

Investment Advisory, Approximate net assets as of
Fee (as a percentage of average September 30, 1999 (in
Name of Fund weekly net assets) millions)

Municipal Advantage Fund Inc. 0.36%<F1> $153.6

[FN]
<F1> Fee is paid by PIMCO Advisors out of its management fee and includes
compensation for administrative services.

2. INFORMATION PERTAINING TO THE MEETING:

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

Number of Shares of Number of Shares of
Common Stock Issued and Preferred Stock Issued and
Name of Fund Outstanding Outstanding

The Emerging Markets Income Fund Inc _________ N/A

The Emerging Markets Income Fund II Inc _________ N/A

The Emerging Markets Floating Rate Fund Inc. _________ N/A

Global Partners Income Fund Inc. _________ N/A

-3-

Municipal Advantage Fund Inc. 7,257,093 1,100

Municipal Partners Fund Inc. _________ 800

Municipal Partners Fund II Inc. _________ 900

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.*

Fees Paid by
PIMCO Advisors
Fee Paid by to SBAM or
Name of Fund Agreement Date of Last Date of Last Fund to OpCap
(and Fiscal Year- Description Board Shareholder PIMCO Advisors
end) (and date) Approval Approval Advisors
- ----------------- ----------- ------------ ------------ ----------- --------------

The Emerging Markets Existing PIMCO 11/2/99 1/15/98 $202,832 --
Income Fund Inc Agreement (1/15/98)
(8/31)

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<F1>
Agreement (1/15/98)

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

Existing SBAM 11/2/99 1/15/98 -- $341,873<F1>
Agreement (1/15/98)

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

-4-

Existing SBAM 11/2/99 1/15/98 -- $1,057,684<F1>
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<F1>
Agreement (10/14/97)

Municipal Partners Existing PIMCO 11/2/99 1/15/98 $753,309 --
Fund Inc. (12/31) Agreement (1/15/98)
Existing SBAM 11/2/99 1/15/98 -- $451,985<F1>
Agreement (1/15/98)

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

Existing SBAM 11/2/99 1/15/98 -- $473,256<F1>
Agreement (1/15/98)

[FN]
<F1> 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.
<F1> Includes payment for administrative services.

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.

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
- ---- -------------------------- -------------------
Heath B. McLendon Co-Chairman of the Board Member of the Board of
Directors, SBAM

-5-

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 Managing Director, SBAM
President<F1>

James E. Craige Executive Vice President Managing Director, SBAM

Lewis E. Daidone Executive Vice President <F1>
and Treasurer

Anthony Pace Controller <F1>

Christina T. Sydor Secretary <F1>

Robert A. Vegliante Assistant Secretary <F1>

[FN]
<F1> Does not hold an office with SBAM but rather is an officer of one of
SBAM's investment advisory affiliates.
<F1> Ms. Semmel only holds this office with Global Partners Income Fund
Inc.

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.

-6-

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

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

Stephen J. Treadway President Executive Vice President,
PIMCO Advisors

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

Robert Amodeo Executive Vice Director, SBAM
President

Lewis E. Daidone Executive Vice <F1>
President and Treasurer

Anthony Pace Controller <F1>

Christina T. Sydor Secretary <F1>

Robert A. Vegliante Assistant Secretary <F1>

[FN]
<F1> Does not hold an office with SBAM but rather is an officer of one of
SBAM's investment advisory affiliates.

Each SBAM Fund's directors and executive officers own,
individually and in the aggregate, directly or indirectly, less than 1% of
the outstanding shares of Citigroup Inc., the indirect parent of SBAM.

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.

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

Bernard H. Garil President <F1>

-7-

Matthew Greenwald Executive Vice President <F1>

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

Lawrence K. Becker Treasurer [<F1>]

Elliot M. Weiss Secretary Vice President, OpCap

Brian Shlissel Assistant Treasurer [<F*>]

[FN]
<F1> Does not hold an office with OpCap but rather is an officer of one of
OpCap's affiliates.

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.

Municipal Partners Fund II
Municipal Partners Fund Inc. Inc.Name

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-

-8-

All Directors and Executive Officers (as a 1,107 1,103
group)

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.

The Emerging The Emerging The Emerging
Markets Income Fund Markets Income Markets Floating Global Partners
Inc Fund II Inc Rate Fund Inc. Income Fund Inc.Name

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<F1> 591 -0- -0-

James E. Craige 316 -0- -0- 171

Lewis E. Daidone -0- -0- -0- -0-

All Directors and Executive 4,695 [7,500] 821 2,167
Officers (as a group)

[FN]
<F1> 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.

-9-

Municipal
Advantage Fund
Name Inc.

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 246
Executive Offices (as a
group)

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
relevant director and executive officer has sole voting and investment power

-10-

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.

The following table sets forth all stockholders who beneficially own
5% or more of each Fund on October 31, 1999, the number of shares owned by
each and the percentage of shares of the Fund owned.

Number of
Name of Fund Name of Stockholder Shares Percent

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.

6. OTHER INFORMATION:

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.

Name of Fund A B

The Emerging Markets Income Fund Inc [ ] 11/27/2000- 12/27/2000

The Emerging Markets Income Fund II Inc 4/20/00

The Emerging Markets Floating Rate Fund Inc. Deadline passed 3/13/00 - 4/12/00

Global Partners Income Fund Inc. [ ] 11/27/2000- 12/27/2000

Municipal Advantage Fund Inc. [ ] 11/27/2000- 12/27/2000

Municipal Partners Fund Inc. Deadline passed

Municipal Partners Fund II Inc. 6/14/00 7/14/00 - 8/14/00

-11-

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.

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

-12-

Common Stock
Beneficially
Owned,
Directly or
Indirectly,
Director on
Nominees and Principal Since October 31,
Occupations During the Director 1999
Past Five Years Since Age Shares(A)
- ---------------------- -------- --- ------------

Nominees to serve until the
year 2002 Annual Meeting of
Stockholders Class III
Directors

Heath B. McLendon*, Co-Chairman; 1998 66 158
Managing 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 1994 62 -0-
Audit Committee; President, The
Council on Foreign Relations;
formerly, Columnist, Deputy
Editorial Page Editor and Editor,
Op-Ed Page, The New York Times

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

-13-

Common Stock
Beneficially
Owned,
Directly or
Indirectly,
Director on
Directors and Principal Since October 31,
Occupations During the Director 1999
Past Five Years Since Age Shares<F2>
- ---------------------- -------- --- ------------

Directors serving until the
year 2001 Annual
Meeting of Stockholders
Class II Directors

William D. Cvengros*, Co- 1997 50 -0-
Chairman; Chief Executive
Officer and President of
PIMCO Advisors.

Charles F. Barber, Member of 1994 82 3,719
Audit Committee; 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 1994 61 200
Audit Committee; Henry J. Braker
Professor of Commercial Law
and formerly Dean, The
Fletcher School of Law &
Diplomacy, Tufts University.

-14-

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

[FN]
<F1> "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
<F2> 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.

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

-15-

Common Stock
Beneficially
Owned,
Directly or
Indirectly,
Director on
Nominees and Principal Since October 31,
Occupations During the Director 1999
Past Five Years Since Age Shares<F2>
- ---------------------- -------- --- ------------

Nominees to serve until the
year 2002 Annual Meeting of
Stockholders Class II Directors

William D. Cvengros*, Co- 1997 50 -0-
Chairman; Chief Executive
Officer and President of
PIMCO Advisors.

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

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

-16-

Common Stock
Beneficially
Owned,
Directly or
Indirectly,
Director on
Directors and Principal Since October 31,
Occupations During the Director 1999
Past Five Years Since Age Shares<F(A)>
- ----------------------- -------- --- ------------

Directors serving until the
year 2001 Annual Meeting of
Stockholders Class I Directors

Charles F. Barber, Member of 1994 82 1,000
Audit Committee; Consultant;
formerly, Chairman of the
Board, ASARCO Incorporated.

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

-17-

Directors serving until the year
2000 Annual Meeting of Stockholders
Class III Directors

Heath B. McLendon*, Co-Chairman; 1998 66 266
Managing 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 1994 61 200
Audit Committee; Henry J. Braker
Professor of Commercial Law
and formerly Dean, The
Fletcher School of Law &
Diplomacy, Tufts University.

[FN]
* "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 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

-18-

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:

Officer
Name Office Age Since

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 58 1997
Lewis E. Daidone Executive Vice President 41 1998
and Treasurer
Christina T. Sydor Secretary 46 1998

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

-19-

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. 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 August 31, 1999. Each of the directors

-20-

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
fiscal year ended August 31, 1999 by either Fund to Messrs. Cvengros and
McLendon, who are "interested persons," as defined in the 1940 Act.

Total
Total Compensation
Compensation Total from the Funds
from The Compensation and any other
Emerging from the Global Funds Advised
Markets Income Partners Income by SBAM and/or
Name of Director Fund Inc. Fund Inc. PIMCO Advisors
Directorships<F(A)>

Charles F. Barber . . . $ $ $
Leslie H. Gelb . . . . $ $ $
Jeswald W. Salacuse . . $ $ $
Dr. Riordan Roett . . . $ $ $

[FN]
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
(*) In addition, Mr. Barber received $19,250 in deferred compensation from
six investment companies advised by an affiliate of SBAM.

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

-21-

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:

-22-

Common Stock Preferred Stock
Beneficially Owned, Beneficially Owned,
Directly or Directly or
Indirectly, on Indirectly, on
October 31, 1999 October 31, 1999
Nominee and Principal Occupations Director
During the Past Five Years Since Age Shares(A) Shares(A)
- --------------------------------- -------- --- ------------------- -------------------

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.

-23-

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

Common Stock Preferred Stock
Beneficially Owned, Beneficially Owned,
Directly or Directly or
Indirectly, on Indirectly, on
October 31, 1999 October 31, 1999
Nominees and Principal Occupations Director
During the Past Five Years Since Age Shares<F(A)> Shares<F(A)>

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, Damon
Corporation; Direct or, Samsonite
Corporation; Director, Mariner
Post-Acute Network, Inc.

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<F*>, 997 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.

-24-

<FN>
* "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 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:

Name Office Age Officer Since
- ---- ------ --- -------------

Bernard H. Garil President 59 1997

Matthew Greenwald Executive Vice President 45 1997

Newton B. Schott, Jr. Executive Vice President and 57 1997
Assistant Secretary

Lawrence K. Becker Treasurer 44 1999

Elliot M. Weiss Secretary 37 1999

-25-

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 fiscal year ended
October 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 fiscal year ended October 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.

-26-

Total Compensation
from the Fund and
Aggregate other Funds advised by
Compensation from PIMCO Advisors and/or
Name of Director Fund OpCap
Directorships <F1>

Raymond D. Horton $8,500 $
Jeswald W. Salacuse $8,150 $
Robert L. Rosen $8,150 $

[FN]
<F1> The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.

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.

-27-

[This page intentionally left blank]

-28-

EXHIBIT B

FORM OF NEW PIMCO AGREEMENT<F1>

Agreement dated and effective as of ________ between
________<F2> a Maryland Corporation (herein referred to as the "Fund"),
and PIMCO Advisors L.P., a Delaware limited liability company (the
"Investment Manager <F3>").

<F4>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<F5> (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]<F6> basis regarding the Investment Adviser's [specific]<F7>
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)<F8> [monitor the
performance of the Fund's outside service providers, including the Fund's
administrator, transfer agent and custodian]<F9> 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]<F10>. 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]<F11>, 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
shareholders, including responding to shareholder inquiries and maintaining a
flow of information to shareholders. The Investment Adviser shall have the
sole ultimate discretion over investment decisions for the Fund.

-1-

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]<F12>. The Investment Manager shall
bear all expenses arising out of its duties hereunder<F13>.

Except as provided in Section 1 [hereof and subparagraph
3(a) of the Advisory Agreement (as defined below)]<F14>, the Fund shall
be responsible for all of the Fund's expenses and liabilities, including
organizational [and offering]<F15> expenses (which include out-of-pocket
expenses, but not overhead or employee costs of the Investment Manager [and
the Investment Advisers]<F16>); 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;<F17> costs of printing and distributing shareholder reports,
proxy materials, prospectuses, stock certificates and distribution of
dividends; charges of the Fund's custodians, sub-custodians, [administrators
and sub-administrators,]<F18> 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 shareholder relations personnel;]<F19> Costs of
shareholders meetings<F20>; insurance; interest; brokerage
costs<F21>; litigation and other extraordinary or non-recurring
expenses.

<F22>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]<F23> business day of each month for the previous month at
an annual rate of [0.60%]<F24> of the Fund's average weekly net
assets<F25>. 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 of

-2-

the Investment Adviser for services provided under the Advisory<F26>
Agreement is the sole responsibility of the Investment Manager.]<F27>

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
shareholders to which the Investment Manager would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence<F28> in the
performance of its duties or from reckless disregard<F29> 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<F30>. 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]<F31> shall provide to the Fund a written affirmation

-3-

of its good faith belief that the standard of conduct necessary for
indemnification by the Fund has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the standard of
conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Investment Manager shall provide
a security in form and amount acceptable to the Fund for its undertaking, (b)
the Fund is insured against losses arising by reason of the advance; or (c) a
majority of a quorum of disinterested non-party directors, or independent
legal counsel, in a written opinion, shall have determined, based on a review
of facts readily available to the Fund at the time the advance is proposed to
be made, that there is reason to believe that the Investment Manager will
ultimately be found to be entitled to indemnification.

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]<F32>

-4-

Tel:
Fax:
Attn: [name of Fund Secretary]

If to the Investment Manager:

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors L.L.C.
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.

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.

-5-

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:

-6-

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-7-

[this page intentionally left blank]

-8-

EXHIBIT C

FORM OF NEW SBAM AGREEMENT<F33>

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors L.L.C.
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")]<F34> as
follows:

1. The Investment Manager has been employed by
_______<F35> (the "Fund") pursuant to a management agreement dated
________ between you and the Investment Manager (the "Management Agreement").
The Fund is a closed-end, [diversed]<F36> 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
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

-1-

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 of the Fund and (e) provide the following services for the Fund:
(i) compliance with [the rules and regulations of the SEC]<F37>,
including record keeping, reporting requirements and preparation of reg-
istration 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 shareholders, including responding to shareholder inquiries and
maintaining a flow of information to shareholders. 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.<F38>

(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;<F39> costs of printing and distributing shareholder 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]<F40> to the extent that
such expenses relate to attendance at meetings of the Board of Directors or
any committee thereof; salaries of shareholder relations personnel; costs of
shareholders meetings<F41>; insurance; interest; brokerage costs;
[expenses in connection with the offering and issuance of and, if applicable,

-2-

auctions of shares of preferred stock proposed to be issued by the
Fund;]<F42> 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<F43> 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.

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]<F44><F45> 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]<F46> 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]<F47> 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

-3-

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%]<F48> 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]<F49>, 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 [or the
Investment Manager]<F50> 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]<F51> 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)

-4-

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]<F52> 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 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.

-5-

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.

-6-

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 L.L.C.
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.

-7-

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]<F53> of this
agreement.

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

By:
-----------------------------
Name:
Title:

-8-

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-9-

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-10-

EXHIBIT D

FORM OF NEW OPCAP AGREEMENT

PIMCO Advisors L.P.
c/o PIMCO Funds Distributors L.L.C.
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

D-1

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 shareholders,
including responding to shareholder inquiries and maintaining a flow of
information to shareholders. The Investment Adviser shall have the sole
ultimate discretion over investment decisions for the Fund.

3. (a) The Investment Adviser shall, at its expense,
provide the Fund with office space, office facilities and personnel
reasonably necessary for performance of the services to be provided by the
Investment Adviser pursuant to this Agreement.

(b) Except as provided in subparagraph 3(a) hereof and
Section 1 of the Management Agreement, the Fund shall be responsible for all
of the Fund's expenses and liabilities, including organizational and offering
expenses (which include out-of-pocket expenses, but not overhead or employee
costs of the Investment Adviser); expenses for legal, accounting and auditing
services; taxes and governmental fees; dues and expenses incurred in
connection with membership in investment company organizations; fees and
expenses incurred in connection with listing the Fund's shares on any stock
exchange; costs of printing and distributing shareholder reports, proxy
materials, prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians, 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 shareholders 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.

D-2

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.

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 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 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 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.

D-3

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 pro-
tect 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

D-4

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.

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.

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.

D-5

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 L.L.C.
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.

D-6

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-7

16.____________________
17.[FN]
<F1>This form is a composite of the seven New PIMCO Agreements.

<F2>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.

<F3>EMD agreement substitutes "Adviser" for "Investment Managers" throughout
such agreement.

<F4>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."

<F5>MAF agreements substitute "OpCap Advisors" for "Salomon Brothers Asset
Management Inc" throughout such agreement.

<F6>EDF, EFL, GDF and MPT agreements substitute "a regular" for the bracketed
language.

<F7>EDF, EFL, GDF and MPT agreements omit the bracketed language.

<F8> 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

D-8

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.

<F9> EDF agreement omits the bracketed language.

<F10> 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.

<F11> EFL and GDF agreements substitute U.S. federal, state and other
applicable laws and regulations for the bracketed language.

<F12>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.

<F13>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.

<F14>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.

<F15>EMD agreement omits the bracketed language.

<F16>EFL and GDF agreements omit the bracketed language.

<F17>EDF, EFL and GDF agreements add "expenses of leverage;" where indicated.

<F18>MAF agreement omits the bracketed language.

<F19>MAF agreement omits the bracketed language.

D-9

<F20>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.

<F21>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.

<F22>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.

<F23>EMD agreement substitutes "first" for the bracketed language.

<F24>EMD agreement substitutes "0.50%", EFL and GDF agreements substitute
"1.10%", EDF agreement substitutes "1.20%".

<F25>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.

<F26>EDF, EFL, and GDF agreements add "and Administration" where indicated.

<F27>EMD agreement omits the bracketed language.

<F28>EMD, EDF, EFL and GDF agreements add "on its part" where indicated.

<F29>EMD, EDF, EFL and GDF agreements add "by it" where indicated.

<F30>EDF, EFL and GDF agreements add "by the Investment Manager" and EMD
agreement adds by the Adviser where indicated.

<F31>EMD agreement substitutes "the Adviser" for the bracketed language.

D-10

<F32>MAF agreement substitutes "1345 Avenue of the Americas, New York, New
York 10105" for the bracketed language.

<F33>This form is a composite of the five New SBAM Agreements.

<F34>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.

<F35>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.

<F36>EDF, EFL and GDF agreements substitute "non-diversified" for the
bracketed language.

<F37>EFL and GDF agreements substitute "U.S. federal, state and other
applicable laws and regulations" for the bracketed language.

<F38>EDF, EFL and GDF agreements omit the bracketed language.

<F39>EDF, EFL and GDF agreements add "expenses of leverage;" where indicated.

<F40>EFL and GDF agreements omit the bracketed language.

<F41>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.

<F42>EDF, EFL and GDF agreements omit the bracketed language.

<F43>EFL agreement adds ", policies" where indicated.

<F44>EDF, EFL and GDF agreements omit the bracketed language.

<F45>

<F46>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

D-11

"(including brokers affiliated with the Investment Adviser or Investment
Manager)" for the bracketed language.

<F47>EFL and GDF agreements omit the bracketed language.

<F48>EFL and GDF agreements substitute ".65% and EDF agreement substitutes
".70% for the bracketed language.

<F49>EDF, EFL and GDF agreement substitute "Investment Advisers Act of 1940,
as amended" for the bracketed language.

<F50>EDF, EFL and GDF agreements omit the bracketed language.

<F51>EDF, EFL and GDF agreements substitute "its shareholders" for the
bracketed language.

<F52>EDF, EFL and GDF agreements substitute "The" for the bracketed language.

<F53>EDF, EFL and GDF agreements substitute "paragraphs 6, 7, 10 and 11

<F54>

<F55> for the bracketed language.

D-12

GLOBAL PARTNERS 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 Global Partners Income Fund Inc. which
the undersigned is entitled to receive and vote proxies at the Annual Meeting
of Stockholders of the Fund to be held at 7 World Trade Center, New York, New
York in the Downtown Conference Center on Thursday, February 24, 2000 at
10:30 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, 2, 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?
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2, 4 AND 5.

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

FOR /_/ AGAINST /_/ ABSTAIN /_/

2. The approval of a new investment advisory and administration agreement
among PIMCO Advisors L.P., Salomon Brothers Asset Management Inc 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).

Directors to serve until 2002 Annual Meeting: William D. Cvengros,
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

-2-

_____ Please be sure to sign and date this
| Proxy.
|
|
Date ____________________________, 2000

______________________________________

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

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

-3-