DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/17/08
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
7. SOLE VOTING POWER
1,090,806
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,090,806
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,090,806
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.29%
14. TYPE OF REPORTING PERSON
IA
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of
Insured Muni Income Fund ("PIF" or the "Issuer").
The principal executive offices of PIF are located at
C/O UBS GLOBAL ASSET MANAGEMENT (US) INC
51 WEST 52ND ST.
NEW YORK NY 10019
212 882 5575
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors, Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 A principal
of Bulldog Investors and Andrew Dakos, Park 80 West, Saddle Brook,
NJ 07663, also a principal of Bulldog Investors. Mr. Goldstein
and Mr. Dakos are self-employed investment advisors.
During the past 5 years none of the above has been convicted in
a criminal proceeding, nor been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which they were or are subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Each of the above are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of
Bulldog Investors, Phillip Goldstein, and Andrew Dakos.
ITEM 4. PURPOSE OF TRANSACTION
The filling group submitted the attached letter (See Exhibit 1)
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the Annual report dated September 30, 2007 there were
20,628,363 shares of common stock outstanding. The percentage
set forth in item 5 was derived using such number.
a) Bulldog Investors, Phillip Goldstein, and Andrew Dakos
beneficially own an aggregate of 1,090,806 shares of PIF or
5.29% of the outstanding shares.
b) Power to vote and dispose of securities resides either with
Mr. Goldstein or clients.
c) During the past 60 days the following shares of PIF were
purchased, unless previously reported (there were no sales):
trade date # shares Price ($)
2/05/08 3,000 12.90
2/06/08 2,400 12.92
2/07/08 11,000 12.91
2/11/08 900 12.95
2/12/08 3,000 12.92
2/13/08 9,000 12.93
2/13/08 34,700 12.92
2/14/08 62,200 12.48
2/15/08 68,500 12.25
2/15/08 40,000 12.26
2/21/08 7,500 12.40
2/22/08 8,100 12.38
2/25/08 5,200 12.35
3/03/08 8,200 12.17
3/04/08 25,000 12.10
3/05/08 35,000 12.10
3/05/08 5,000 12.15
3/06/08 25,300 12.06
3/07/08 10,000 12.08
3/10/08 12,500 12.27
3/11/08 17,600 12.22
3/14/08 5,000 12.13
3/14/08 900 12.13
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Letter to the Board of Directors
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.
Dated: 3/17/08
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1.
February 21, 2008
Mr. Richard Q. Armstrong UBS Funds
c/o Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019.
Insured Municipal Income Fund Inc.
Dear Mr. Armstrong:
Please bring this letter to the attention of the board of directors.
Bulldog Investors is a group of private investment funds that have significant
investments in the Fund?s common stock.
As the board is undoubtedly aware, recent
events have adversely affected the liquidity of auction preferred shares "APS"
issued by closed-end funds in general and the Fund?s
APS in particular. Although we are not owners
of the Fund?s APS, we are sympathetic to their plight.
Nevertheless, we believe it would be inappropriate for the
Fund to bail out the APS shareholders who,like the common shareholders,
are getting everything they are contractually entitled to receive.
Thus, we caution the board to eschew any action that would have
the appearance of benefitting shareholders of the APS at the expense
of the common stockholders or of the Fund as a whole. We are concerned
about the persistent discount to net asset value at which the Fund?s
common shares have been trading. We believe that the board should
consider implementing measures designed to close that gap, including
open-ending the Fund. Whatever the board?s views on
open-ending have been in the past, the world of leveraged
closed-end funds is now dramatically different.
It is now absolutely clear that
open-ending or liquidation of the Fund would provide a
benefit to both the common and the APS shareholders.
In any event, to insure that any action contemplated by the board
to benefit the APS shareholders is equitable to all
classes of the Fund?s shares, we strongly recommend that
such action be put to a shareholder vote.
Please contact us if the board would like to discuss this
matter further.
Very truly yours,
Phillip Goldstein
Principal