UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act
of 1934 (Amendment No.)
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[ ] | Preliminary Proxy Statement | |
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[ ] | Definitive Proxy Statement | |
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[ ] | Soliciting Material Under Rule 14a-12 | |
Insured Municipal Income Fund Inc. | ||
(Name of Registrant as Specified In Its Charter) | ||
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On June 5, 2009, Insured Municipal Income Fund Inc. (the Fund) made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying WHITE proxy card with respect to the Annual Meeting of Shareholders of the Fund to be held on August 12, 2009.
UBS Global Asset Management | |||
(Americas) Inc. | |||
51 West 52nd Street | |||
New York, NY 10019 | |||
Tel. 888-793 8637 | |||
Closed-End Funds Desk | |||
www.ubs.com |
Media release
For immediate release
Two leading independent proxy advisors support management of Insured Municipal Income Fund Inc.
The leading independent proxy advisors have recommended that shareholders of Insured Municipal Income Fund Inc. vote FOR re-election of current board members and for proposals supported by the current board, and not vote for dissident shareholder nominees and shareholder proposal to terminate management.
Contact: UBS Global Asset Management Closed-End Funds Desk, 888-793 8637
New York, July 29, 2009Insured Municipal Income Fund Inc. (the Fund) (NYSE: PIF), today announced that Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis), two leading independent proxy advisory firms, recommend that the Funds shareholders (i) support the Funds incumbent directors and vote FOR the re-election of the Funds current directors, (ii) vote FOR approval of the Funds investment advisory and administration contract, (iii) vote FOR approval of a change in the Funds investment policies to address recent market developments and make the Fund more competitive, and (iv) vote FOR approval of a shareholder proposal affording shareholders an opportunity to realize the net asset value of their shares, each on the WHITE proxy card.
ISS and Glass Lewis further recommend that shareholders (i) DO NOT VOTE on the GREEN proxy card with respect to nominees of dissident hedge fund shareholder Bulldog Investors General Partnership (BIGP) and (ii) vote AGAINST the shareholder proposal by Karpus Investment Management (Karpus) to terminate the investment advisory agreement with UBS Global Asset Management (Americas) Inc. (UBS Global AM).
In short, both ISS and Glass Lewis recommend that Fund shareholders support each of the proposals put forth by current Fund management (election of incumbent directors, change in investment policies and approval of the new investment advisory and administration agreement) and the shareholder proposal unanimously supported by the incumbent Board (affording shareholders an opportunity to realize the net asset value of their shares), which was put forth by Full Value Offshore Partners, L.P., a BIGP affiliate. ISS and Glass Lewis recommend that Fund shareholders reject the proposals of BIGP and Karpus.
Closed-End Funds Desk | |||
July 29, 2009 | |||
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In its independent analysis, ISS rejects BIGPs proposed slate of directors in favor of supporting the Funds current directors. While acknowledging that most funds in the Funds peer group currently face a discount to NAV, ISS states that it believes the dissidents have not demonstrated that change is warranted with the Fund. ISS also notes the current Boards and UBS Global AMs track record of implementing changes to seek to improve Fund performance and concludes that [w]e believe that [the Funds] market price and NAV outperformance relative to its peers . . . justify maintaining the current Board. Further, with respect to the shareholder proposal to terminate UBS Global AM as the Funds investment adviser, ISS cites the Funds outperformance as well as the uncertainties associated with terminating UBS Global AM as reasons for recommending that shareholders vote AGAINST the dissidents proposals to terminate the advisory agreement with UBS Global AM.
In its independent analysis, Glass Lewis also rejects BIGPs proposed slate of directors in favor of supporting the Funds current directors. Glass Lewis states that although the Fund currently trades at a discount like many of its peers, the Funds otherwise positive performance relative to its peers, combined with the recent narrowing of the Funds discount, suggest that Dissidents concerns do not warrant replacing the Funds current board. Glass Lewis also cites Karpuss fail[ure] to propose an alternative to the Funds current adviser as well as the recent turbulent market conditions as reasons for recommending that shareholders vote AGAINST the proposal to terminate the advisory agreement with UBS Global AM. Further, with respect to the shareholder proposal to afford shareholders an opportunity to realize the net asset value of their shares, Glass Lewis notes that the Boards willingness to support this proposal is a positive development for shareholders.
In connection with the annual meeting, the Fund has filed a proxy statement and additional soliciting materials with the Securities and Exchange Commission (the SEC). Investors and security holders are strongly advised to read these materials because they contain important information about the annual meeting. Free copies of these materials are available on the SECs website at www.sec.gov.
The Fund urges its shareholders to support the Funds incumbent directors by completing, signing and dating the WHITE proxy card they have received, and NOT to sign any GREEN or any other color proxy card they may receive from BIGP. Shareholders who have previously signed a GREEN proxy card are urged to revoke that proxy by signing, dating and mailing the Funds WHITE proxy card.
Shareholders who have questions concerning the current proxy solicitation, or who need assistance in revoking any proxy they may have previously granted, should contact Georgeson Inc., the Funds proxy solicitor, toll free at: 1-877-278-9670.
Insured Municipal Income Fund Inc. is a closed-end management investment company normally investing substantially all of its assets in a diversified portfolio of tax-exempt
Closed-End Funds Desk | |||
July 29, 2009 | |||
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municipal obligations, with common and preferred shares outstanding. Under normal circumstances, the Fund invests at least 80% of its net assets (including the amount of borrowing for investment purposes) in Insured Municipal Obligations, the income from which is exempt from regular federal income tax.
Note: ISS is a subsidiary of RiskMetrics Group, Inc. Permission to use quotations from the ISS/RiskMetrics report and the Glass Lewis report was neither sought nor obtained.