-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MTwwk8Zrn+0kvyju/LvOo0fOdIgZeZZmN45ZhbMBDIRLtUD/fX89g8WONXcFIu74 9ied7a5Z2af7a/OZ960WRA== 0001048703-07-000126.txt : 20071227 0001048703-07-000126.hdr.sgml : 20071227 20071227162333 ACCESSION NUMBER: 0001048703-07-000126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071227 DATE AS OF CHANGE: 20071227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO MUNICIPAL ADVANTAGE FUND INC CENTRAL INDEX KEY: 0000897951 IRS NUMBER: 133703018 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47776 FILM NUMBER: 071329318 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212 739 3000 MAIL ADDRESS: STREET 1: 1345 AVE. OF THE AMERICAS, 47TH FL CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL ADVANTAGE FUND INC DATE OF NAME CHANGE: 19930714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Karpus Management, Inc. CENTRAL INDEX KEY: 0001048703 IRS NUMBER: 161290550 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 183 SULLY'S TRAIL CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 5855864680 MAIL ADDRESS: STREET 1: 183 SULLY'S TRAIL CITY: PITTSFORD STATE: NY ZIP: 14534 FORMER COMPANY: FORMER CONFORMED NAME: KARPUS MANAGEMENT INC DATE OF NAME CHANGE: 19971029 SC 13D/A 1 maf13d122707.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 SCHEDULE 13D/A
Amendment No. 9
Under the Securities Exchange Act of 1934

PIMCO Municipal Advantage Fund Inc. (MAF)
(Name of Issuer)

Common Stock
(Title of Class of Securities)

626189104
(CUSIP Number)

George W. Karpus, President
Karpus Management, Inc.,
d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 27, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D/A,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. _____

CUSIP No.: 626189104

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Karpus Management, Inc., d/b/a Karpus Investment Management
I.D. #16-1290558
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _____
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions)

AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

N/A
6. Citizenship or Place of Organization

New York
Number of Shares Beneficially Owned by Each reporting Person With:

    7. Sole Voting Power

    1,158,892

    8. Shared Voting Power

    N/A

    9. Sole Dispositive Power

    1,158,892

    10. Shared Dispositive Power

    N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,158,892
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

N/A
13. Percent of Class Represented by Amount in Row (11)

15.97%
14. Type of Reporting Person (See Instructions)

IA

The following constitutes Amendment No. 9 ("Amendment No. 9") to the Schedule 13D filed by the undersigned. This Amendment amends the original Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Considerations.

Item 3 is hereby amended as follows:

KIM, an independent investment advisor, has accumulated 1,158,892 shares of MAF on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 15.97% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended as follows:

(a) As of the date of this Report, KIM represents beneficial ownership of 1,158,892 shares or 15.97% of the outstanding shares. Jo Ann Van Degriff presently owns 2,590 shares. Mrs. Van Degriff purchased shares on November 11, 2005 at $12.29 (150 shares), December 7, 2005 at $12.31 (1,000 shares), December 29, 2006 at $13.34 (1,300 shares), May 23, 2007 at $13.58 (100 shares), May 25, 2007 at $13.56 (150 shares), August 7, 2007 at $13.24 (50 shares), August 9, 2007 at $12.97 (100 shares), August 10, 2007 at $12.91 (50 shares), August 14, 2007 at $12.92 (150 shares), October 15, 2007 at $13.03 (80 shares) and on October 16, 2007 at $13.04 (10 shares). Ms. Van Degriff sold shares on September 15, 2006 at $12.80 (100 shares), September 18, 2006 at $12.82 (50 shares), September 19, 2006 at $12.83 (50 shares), September 20, 2006 at $12.85 (100 shares), September 21, 2006 at $12.86 (200 shares) and September 25, 2006 at $13.02 (50 shares). George W. Karpus presently owns 36,180 shares. Mr. Karpus purchased sha res on May 11, 2004 at $12.17 (2,100 shares), December 14, 2005 at $12.30 (2,000 shares), November 27, 2006 at $13.28 (3,000 shares), November 30, 2006 at $13.31 (4,500 shares), December 7, 2006 at $13.39 (1,000 shares), December 11, 2006 at $13.29 (1,000 shares), January 10, 2007 at $13.37 (1,000 shares), January 17, 2007 at $13.34 (1,200 shares), January 19, 2007 at $13.37 (2,700 shares), February 12, 2007 at $13.54 (2,500 shares), March 16, 2007 at $13.68 (4,450 shares), March 23, 2007 at $13.75 (4,000 shares), August 15, 2007 at $12.85 (50 shares), August 17, 2007 at $12.42 (340 shares), September 19, 2007 at $12.96 (2,900 shares), September 25, 2007 at $13.02 (500 shares), September 27, 2007 at $13.05 (1,200 shares), October 3, 2007 at $13.10 (950 shares), October 4, 2007 at $13.09 (1,950 shares), October 9, 2007 at $13.10 (550 shares), October 15, 2007 at $13.03 (190 shares), October 16, 2007 at $13.04 (25 shares) and on October 17, 2007 at $13.07 (75 shares). Mr. Karpus sold shares on December 29, 20 04 at $13.05 (50 shares), September 7, 2006 at $12.72 (50 shares), September 12, 2006 at $12.76 (50 shares), September 13, 2006 at $12.81 (50 shares), September 15, 2006 at $12.79 (250 shares), September 18, 2006 at $12.80 (250 shares), September 19, 2006 at $12.82 (100 shares), September 20, 2006 at $12.84 (400 shares), September 21, 2006 at $12.85 (700 shares) and September 25, 2006 at $13.01 (100 shares). Karpus Management, Inc. presently owns 3,300 shares. Karpus Investment Management, Inc. purchased shares on November 10, 2004 at $12.87 (1,400 shares), November 27, 2006 at $13.28 (500 shares), December 4, 2006 at $13.40 (1,000 shares), December 6, 2006 at $13.43 (1,000 shares), October 29, 2007 at $12.56 (50 shares), September 11, 2007 at $13.11 (50 shares) and on September 13, 2007 at $13.15 (50 shares). Karpus Investment Management, Inc. sold shares on December 29, 2004 at $13.05 (50 shares), September 7, 2006 at $12.72 (50 shares), September 15, 2006 at $12.80 (100 shares), September 18, 2006 at $1 2.81 (100 shares), September 19, 2006 at $12.83 (50 shares), September 20, 2006 at $12.84 (150 shares), September 21, 2006 at $12.86 (200 shares) and September 25, 2006 at $13.02 (50 shares). Urbana Partners L.P. is a hedge fund managed by Karpus Investment Management, of which George W. Karpus owns 6.58%. Urbana Partners L.P. currently owns 74,563 shares of MAF. None of the other principals of KIM presently own shares of MAF.

(c) Open market purchases for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market purchases: 

	Date	Shares	Price Per Share
	10/26/2007	 700	 $13.17
	10/29/2007	 2,200	 $13.19
	10/30/2007	 3,800	 $13.19
	10/30/2007	 (2,000)	 $13.20
	10/31/2007	 100 	 $13.19
	11/2/2007	 600	 $13.19
	11/5/2007	 2,500	 $13.16
The Accounts have the right to receive all dividends from, and any proceeds from the sale of the Shares. None of the Accounts has an interest in Shares constituting more than 5% of the Shares outstanding.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended as follows:

As is indicated in Item 4 in previous filings, KIM has purchased Shares of MAF for the Accounts for investment purposes. However, KIM has reserved the right to contact management with regard to concerns that they have with respect to the Fund, including letters to the Board and/or other communications with fund management. Pursuant to concerns KIM currently has with the Fund, KIM sent a proposal to the Fund on August 21, 2007. A copy of the proposal is attached as Exhibit 1. Additionally, to satisfy the advance notice requirements of Article II, Section 4 of the Amended and Restated Bylaws and the Nominating Committee Charter, Karpus submitted information to MAF on November 28 pertaining to two (2) nominees for election to the Board of Directors of MAF at the next annual meeting of stockholders of MAF. Information pertaining to the 2 nominees submitted to MAF by KIM is attached hereto as Exhibit 2.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Karpus Management, Inc.


By:  	/s/
Name:  	Dana R. Consler
Title:  	Senior Vice-President
Date:  	December 26, 2007

EXHIBIT 1
Proposal to the Fund
Transmitted August 21, 2007


									August 21, 2007
Thomas J. Fucillo, Secretary
PIMCO Municipal Advantage Fund, Inc.
c/o Allianz Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, New York 10105-4800

Re:   PIMCO Municipal Advantage Fund Inc. (NYSE: MAF)

Mr. Fucillo:
Pursuant to rule 14a-8 of the Securities Exchange Act of 1934, Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"), submits the following proposal and supporting statement regarding the PIMCO Municipal Advantage Fund Inc. ("MAF" or the "Fund") for inclusion in management's proxy materials for the next meeting of shareholders (the "Meeting") anticipated to be held in February 2008:

    RESOLVED: The shareholders request the Board of Trustees to promptly consider merging or recommending the Fund be acquired by an open-end fund with similar investment objectives.

    Supporting Statement

    As of December 1, 2006, PIMCO replaced Oppenheimer Capital LLC as the sub-advisor of our Fund. Our expectation was that with this change, MAF's performance would begin to resemble PIMCO's other national municipal bond funds.

    In short, shareholders trusted the Board and approved the transfer of the Fund's sub-advisory agreement operating under the premise that doing so would increase shareholder value. This simple and rational premise has yet to be realized by MAF shareholders.

    In fact, we have seen very little improvement to the Fund's performance, as it continues to grossly under perform other PIMCO closed-end funds, as noted below (as of 8/20/2007, Source: Bloomberg):

	Symbol	Premium/(Discount)	Current Yield	Expense Ratio	Fund Size ($M)	Quality (Avg.)	Duration		Leverage (%)
	MAF	-6.10%		4.25%		1.51%		104		A+		8.98		34.8%
	PMF	+8.91%		6.56%		1.00%		367		A+		7.79		35.9%
	PML	-2.49%		5.64%		1.01%		845		AA		5.63		37.4%
	PMX	+6.36%		5.67%		1.06%		455		AA-		5.65		36.7%
    While all of these funds have similar credit quality, duration, and leverage, MAF's current yield remains at an abominable 4.25% - well below that of any comparable leveraged closed-end municipal bond fund. Furthermore, MAF's expense ratio is 50 basis points higher than comparable PIMCO closed-end funds, which essentially offsets the benefits of leverage. Additionally, only a handful of the roughly 250 leveraged closed-end municipal bond funds in existence carry higher expense ratios. This small fund cannot achieve economies of scale, and consequently, shareholders have been punished by absorbing these high fees by way of a low yield and a wide discount to NAV. The discount to NAV has been prevented from widening substantially more due to institutional buyers taking action to protect their clients.

    To address problems plaguing the Fund, a provision was included in the prospectus (and reiterated it in its proxy statement in March 2007) stating it would consider "actions designed to eliminate the discount" from time to time, "which may include recommending converting the fund to an open-end investment company." To date, MAF has not partaken in any such actions.

    Shareholders have been patient with the Board of Trustees of MAF and its decision to change the sub-advisor of the fund. Adequate time has passed, and it is clear that the board needs to take further action. We are requesting that the Board merge MAF with an open-end fund with similar investment objectives. PMLAX is a natural fit, as it has similar credit quality, duration, yield, and investment objectives. The proposed merger would enhance shareholder value in both shareholder classes by reducing overall expenses, increasing liquidity, and driving improved performance.

    We therefore ask that you vote FOR the Board of Trustees to promptly consider merging or recommending the Fund be acquired by an open-end fund with similar investment objectives.

END OF PROPOSAL

As is also required by rule 14a-8, we have attached a letter from U.S. Bank N.A, as well as a written statement from the "record" holder of the referenced shares, verifying that, at the time our proposal was submitted, said shares were continuously and beneficially owned and having a value of $2,000 or more for at least one year from the date of the submittal of this proposal. Furthermore, Karpus intends to hold the referenced shares on the attached through the expected date of the Meeting.

Sincerely,

/s/
Sharon L. Thornton
Director of Investment Personnel and Senior Analyst

cc:	Mr. Brian S. Shlissel, Executive Vice-President
	David C. Sullivan, Esq.

EXHIBIT 2
Information Pertaining to Nominees Submitted by KIM

Karpus is the beneficial owner of 1,158,892 shares of common stock, (the "Common Stock"), of MAF, 36,180 shares of which are owned by George W. Karpus, 2,590 shares of which are owned by Jo Ann Van Degriff, 3,300 shares of which are owned by Karpus Management, Inc. and 74,563 of which are owned by Urbana Partners, L.P. The address of each of these individuals and entities is: 183 Sully's Trail, Pittsford, New York 14534.

Through this Notice, Karpus hereby nominates and notifies you of its intent to nominate Richard W. Cohen and Brad Orvieto as nominees (the "Nominees") to be elected to the MAF Board at the upcoming Annual Meeting. Karpus believes that the terms of two (2) directors currently serving on the MAF Board expire at the Annual Meeting. To the extent there are in excess of two (2) vacancies on the MAF Board to be filled by election at the Annual Meeting or MAF increases the size of the MAF Board above its existing size, Karpus reserves the right to nominate additional nominees to be elected to the MAF Board at the Annual Meeting. Additionally, if this Notice shall be deemed for any reason to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Karpus.

The information concerning the Nominees required by Article II, Section 4 of the Bylaws and by the Nominating Committee Charter, adopted as of January 14, 2004, is set forth below:


(A) Richard W. Cohen, DOB:  June 23, 1954 (53), Nationality:  U.S. Citizen

	Address:
		c/o Lowey, Dannenberg, Bemporad, Selinger and Cohen, P.C.
		White Plains Plaza
		One North Broadway
		White Plains, New York 10601-2310

	Share Ownership:
		- Owns 850 common shares of MAF

	Professional Experience:
		- Chief Operating Officer and head of White Plains, NY-based Lowey, Dannenberg, Bemporad,
		  Selinger & Cohen P.C.'s prescription drug litigation and stockholder voting rights
		  law practices
		- Admitted to practice in New York and Pennsylvania, and is a member of the bars of the
		  U.S. Courts of Appeals for the 1st, 2nd, 3rd, 6th and 11th Circuits; and the U.S.
		  District Courts for the Southern and Eastern Districts of New York, the Eastern District
		  of Michigan and the Eastern District of Pennsylvania
		- Graduate of Georgetown University (A.B. 1977) and the New York University School of
		  Law (J.D. 1980)

	Directorships:
		- N/A


(B)  Brad Orvieto, DOB: January 11, 1957 (50), Nationality:  U.S. Citizen

	Address:
		c/o Strategic Asset Management Group
		800 South Andrews Avenue, Suite 204
		Fort Lauderdale, Florida 33316

	Share Ownership:
		- N/A

	Professional Experience:
		- Founded Horizon Financial Group, a Financial Planning and Investment Advisory firm,
		  1985. Horizon Financial Group merged with Strategic Asset Management Group, 1997.
		- Mr. Orvieto's firm's practice consists of investment management consulting for high
		  net worth individuals, municipal and corporate pension funds and non-profit organizations
		- Dean Witter, Account Executive, 1980-1985

	Directorships:
		- Board of Directors, Equus II Inc. (EQS)
		- Broward County Housing Finance Authority-Member and past Chairman
		- Steering Committee for the Incorporation of the City of Weston
		- McDonald Family Foundation-Trustee
		- City of Plantation Comprehensive Planning Board
		- Anti-defamation League Civil Rights Committee
		- Broward County Tourist Related Program Grant Panel
		- Broward County Cultural Arts Grant Panel
		- Broward County Art in Public Places Steering Committee
		- Board of Directors-Temple Kol Ami
Further, Karpus does not believe any Nominee is an "interested person" of MAF, as defined in the Investment Company Act of 1940.

Lastly, attached are the consents of Messrs. Cohen and Orvieto, whereby each individual consents to be nominated as a director of MAF at the Annual Meeting and further consents to serve if elected.

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