UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12
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INVESTMENT
GRADE MUNICIPAL INCOME FUND,
INC.
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(Name
of Registrant as Specified in Its Charter)
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WESTERN
INVESTMENT LLC
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
WESTERN INVESTMENT
TOTAL RETURN FUND LTD.
ARTHUR D.
LIPSON BENCHMARK PLUS
INSTITUTIONAL PARTNERS, L.L.C.BENCHMARK PLUS
PARTNERS, L.L.C.
BENCHMARK
PLUS MANAGEMENT, L.L.C.
SCOTT
FRANZBLAU
ROBERT
FERGUSON
MATTHEW S.
CROUSE
RICHARD A.
RAPPAPORT
WILLIAM
J. ROBERTS
GARY
G. SCHLARBAUM
ROBERT
A. WOOD
WALTER S.
BAER
LYNN D. SCHULTZ
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(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:
On
November 26, 2008, Western Investment LLC (“Western Investment”), together with
the other participants named therein, made a definitive filing with the
Securities and Exchange Commission (the “SEC”) of a proxy statement and
accompanying GOLD proxy card to be used to solicit votes for the election of six
nominees as directors at the 2008 annual meeting of stockholders (the “Annual
Meeting”) of Investment Grade Municipal Income Fund, Inc. (the
“Fund”).
Item
1: Slide presentation to shareholders:
