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]
Bulldog Investors General Partnership
Attn: Phillip Goldstein
60 Heritage Drive
Pleasantville, NY 10570
Phone: 914 747-5262
Fax: 914 747-2150
Check the appropriate box:
Preliminary Proxy Statement [x]
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 ss.240.14a-11(c) or ss.240.14a-
12
Insured Municipal Income Fund. Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors General Partnership
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
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
was determined):
(4) Proposed maximum aggregate value of transaction:
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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:
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PROXY STATEMENT OF BULLDOG INVESTORS GENERAL PARTNERSHIP IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF INSURED MUNICIPAL INCOME FUND INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors General Partnership ("BIGP") is sending this proxy statement
and the enclosed GREEN proxy card to stockholders of Insured Municipal Income
Fund Inc. (the "Fund") of record as of May 15, 2009. We are soliciting a
proxy to vote your shares at the Annual Meeting of Shareholders (the "Meeting")
which is scheduled for August 12, 2009. Please refer to the Fund's proxy
soliciting material for additional information concerning the Meeting and the
matters to be considered by shareholders including the election of Directors.
This proxy statement and the enclosed GREEN proxy card are first being sent to
shareholders on or about May --, 2009.
INTRODUCTION
The Fund has announced that five matters will be voted upon at the Meeting:
(1 and 2) the election of six directors, (3) a proposal to approve a new
investment advisory and administration agreement between the Fund and UBS
Global Asset Management (Americas) Inc. ("UBS"); (4) a proposal to change an
investment policy; (5) a shareholder proposal requesting that the board take
action, subject to market conditions, to afford common and preferred
shareholders an opportunity to realize the net asset value of their shares;
and (6) a shareholder proposal that the investment advisory agreement between
the Fund and UBS be terminated. We are soliciting a proxy to vote your shares
(1) FOR the election of the six nominees named below as directors, (2) AGAINST
proposal 3, and (3) FOR proposals 4, 5 and 6.
REASONS FOR THE SOLICITATION
The Fund's common shares have long traded at a discount to net asset value.
In addition, shareholders of the Fund's auction preferred shares ("APS") are
suffering from illiquidity as a result of the breakdown of the auction
mechanism. We believe both classes of shareholders deserve an opportunity to
realize the full value of their investment. Consequently, we are seeking to
elect directors that will take action, subject to market conditions, to
afford common and preferred shareholders an opportunity to realize the
intrinsic value of their shares.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us and, unless you direct
otherwise, your shares will be voted FOR the election of the nominees named
below, AGAINST proposal 3, and FOR proposals 4, 5 and 6. In addition, you
will be granting the proxy holders discretionary authority to vote on any
other matters that may come before the Meeting.
VOTING REQUIREMENTS
A quorum is a majority of the total shares outstanding. In addition, for the
election of the two directors to be elected solely by the Fund's APS, a quorum
is a majority of the APS outstanding. A plurality of the votes cast is
sufficient to elect a director. The common and APS shareholders voting together
will elect four directors and the APS shareholders voting separately will elect
two directors. Approval of proposals 3, 4, and 6 require the affirmative vote
of shareholders owning the lesser of (a) 67 percent or more of the shares
present at the Meeting, or (b) more than 50 percent of the Fund's outstanding
shares. Approval of proposal 5 requires the affirmative vote of a majority of
the votes cast by all shareholders represented at the Meeting. An abstention or
a broker non-vote will have the same effect as a vote against proposals 3, 4
and 6 and will be ignored in determining the votes cast for or against
proposal 5. Since this is a contested solicitation, we do not expect any
broker non-votes.
REVOCATION OF PROXIES
You may revoke any proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy; or
(iii) voting in person at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy. There is no limit on the number of times you may
revoke your proxy before it is exercised. Only your latest dated proxy will be
counted.
PROPOSALS 1 and 2: ELECTION OF DIRECTORS
At the Meeting, our affiliate intends to nominate the six persons named below
for election as Directors. Each nominee has consented to being named in this
proxy statement and to serve as a Director if elected. Messrs. Goodstein and
Samuels are the nominees for the seats to be elected solely by shareholders of
the APS, which is Proposal 1. Proposal 2 is the election of directors to fill
the four remaining seats. There are no arrangements or understandings between
BIGP or any affiliate of BIGP and any nominee in connection with the nominations
nor do we know of any material conflicts of interest that would prevent any
nominee from acting in the best interest of the Fund. Please refer to the Fund's
proxy soliciting material for additional information concerning the election of
Directors.
Phillip Goldstein (born 1945); Park 80 West, Plaza Two, Suite 750, Saddle Brook
NJ 07663 - Since 1992, Mr. Goldstein has been an investment advisor and a
principal of the general partner of six investment partnerships in the Bulldog
Investors group of funds. He has been a director of the following closed-end
funds: Mexico Equity and Income Fund since 2000, Brantley Capital Corporation
since 2001 and ASA Ltd since 2008.
Gerald Hellerman (born 1937 ); 5431 NW 21st Avenue, Boca Raton, FL 33496 -
Mr. Hellerman is a director of MVC Acquisition Corp., a blank check company and
is a director and Chairman of the Audit Committee of MVC Capital, Inc., a
closed-end business development company. Mr. Hellerman owns and has served as
Managing Director of Hellerman Associates, a financial and corporate consulting
firm, since the firm's inception in 1993. He currently serves as a director,
chief financial officer and chief compliance officer for the Mexico Equity and
Income Fund, Inc., and is a manager and Chairman of the Audit Committee of the
Old Mutual Absolute Return and Emerging Managers fund complex, which consists of
six funds, a director of Brantley Capital Corporation and was a director and
Chairman of the Audit Committee of AirNet Systems, Inc., an air transport
company, until June 2008.
Rajeev Das (born 1968); Park 80 West, Plaza Two, Suite 750, Saddle Brook,
NJ 07663 -- Managing Member of the general partner of Opportunity Income
Plus L.P., an investment partnership in the Bulldog Investors group of
investment funds; Director of Mexico Equity and Income Fund, Inc. since 2001.
From September 2005 to March 2006, he served as director of Brantley Capital
Corporation.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750, Saddle Brook,
NJ 07663 - Mr. Dakos is a self-employed investment advisor and a principal of
the general partner of six investment partnerships in the Bulldog Investors
group of funds. He has been a director of the Mexico Equity and Income Fund
since 2001 and Brantley Capital Corporation intermittently since 2005 and
currently.
Glenn Goodstein (born 1963); 2308 Camino Robledo, Carlsbad, CA 92009 -
Mr. Goodstein is a registered investment advisor and managing member of the
general partner of Mercury Partners LP, an investment partnership. He has
been a director of Mexico Equity and Income Fund since 2001.
Steve Samuels (born 1956); Park 80 West, Plaza Two, Suite 750, Saddle Brook,
NJ 07663 -- Mr. Samuels is a principal of the general partner of six
investment partnerships in the Bulldog Investors group of funds.
None of our nominees is an interested person of the Fund nor does any nominee
personally own any shares of the Fund except that (1) Mr. Goldstein and his
wife beneficially own 51,370 common shares and (2) Mr. Das and his wife
beneficially own 1,200 shares. Clients of Mr. Goodstein own 7,611 common
shares. Each nominee other than Mr. Hellerman is a principal of one or more
of the entities that are general partners of BIGP. The nominees collectively
beneficially own approximately two million common shares of the Fund, all of
which were purchased since July 2007.
Unless instructions to the contrary are given, your proxy will be voted in
favor of each of the aforementioned nominees except that only those proxies
given by shareholders of the APS will be voted for Messrs. Goodstein and
Samuels.
PROPOSAL 3: A PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AND
ADMINISTRATION AGREEMENT BETWEEN THE FUND AND UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
We believe the Fund should dissociate itself from any affiliate of UBS,
which has been the subject of much negative publicity. In the event our
nominees are elected, they intend to promptly replace UBS with an investment
manager that is well qualified to manage the Fund's portfolio. Therefore,
unless instructions to the contrary are given, your proxy will be voted
against of this proposal.
PROPOSAL 4: A PROPOSAL TO CHANGE AN INVESTMENT POLICY TO RELAX THE
DEFINITION OF "INSURED MUNICIPAL OBLIGATIONS" (DUE TO THE RECENT DOWNGRADES
OF BOND INSURERS)
Unless instructions to the contrary are given, your proxy will be voted FOR
this proposal.
PROPOSAL 5: THE BOARD IS REQUESTED TO TAKE ACTION, SUBJECT TO MARKET
CONDITIONS, TO AFFORD COMMON AND PREFERRED SHAREHOLDERS AN OPPORTUNITY TO
REALIZE THE NET ASSET VALUE OF THEIR SHARES.
The Fund's common shares have long traded at a sizeable discount to net
asset value. In addition, shareholders of the Fund's APS are suffering
from illiquidity as a result of the breakdown of the auction mechanism.
This proposal, if adopted, is not binding on the board.
Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.
PROPOSAL 6: THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND UBS
GLOBAL ASSET MANAGEMENT SHALL BE TERMINATED.
We believe the Fund should dissociate itself from any affiliate of UBS,
which has been the subject of much negative publicity. In the event this
proposal is approved and our nominees are elected, they intend to promptly
replace UBS with an investment manager that is well qualified to manage the
Fund's portfolio.
Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.
THE SOLICITATION
We intend to solicit proxies via mail, telephone and via the internet.
Our proxy materials are available on the following web site:
http://www.bulldoginvestorstenderoffer.com/. Persons affiliated with or
employed by BIGP or its affiliates may assist us in the solicitation of
proxies. Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward this proxy statement and the
enclosed GREEN proxy card to the beneficial owners of common and preferred
shares for whom they hold shares of record. We will reimburse these
organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that all shareholders will benefit from
this solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our expenses as well as last year's expenses
from the Fund. Shareholders will not be asked to vote on the reimbursement
of these expenses, which we estimate will total $100,000.
PARTICIPANTS
BIGP is the soliciting stockholder and owns 100 common shares. In addition,
affiliates of BIGP beneficially own 1,984,634 common shares. Phillip Goldstein
beneficially owns jointly with his wife 51,370 common shares and Rajeev Das
beneficially owns 1,200 common shares. Clients of Glenn Goodstein
beneficially own 7,611 common shares. Each of Messrs. Goldstein and Das,
Dakos and Samuels is a principal of one or more funds in the Bulldog Investors
group of funds, some of which are partners in BIGP. The address of each of
the aforementioned persons and entities is Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663. Other clients advised by Messrs. Goldstein and Dakos
own a total of 57,158 common shares. All of the shares owned by the
aforementioned persons and entities were acquired between ---------------
and ------------------.
The staff of the SEC deems each person and entity named in this section
including each fund in the Bulldog Investors group of private investment
funds to be a "participant" in this solicitation. Only BIGP and
Messrs. Goldstein and Dakos are actively engaged in this solicitation.
The role of Messrs. Hellerman, Das, Goodstein and Samuels in this
solicitation is limited to providing biographical information. The SEC deems
a nominee to be a "participant" in a proxy solicitation which may be
misleading because it suggests that the nominee has a greater role in the
solicitation than may be the case. Nevertheless, using the SEC's definition
of "participant," no participant or associate of any participant in this
solicitation is or has been a party to any contract, arrangements or
understanding with any person with respect to any securities of the Fund or
has any arrangement or understanding with any person with respect to future
employment by the Fund or any of its affiliates or to any future transactions
to which the Fund or any of its affiliates will or may be a party.
LITIGATION
On January 31, 2007, the Enforcement Section of the Securities Division of
the Massachusetts Secretary of State (the "Secretary") filed a complaint with
the Acting Director of the Securities Division against Opportunity Partners
L.P., Messrs. Goldstein, Dakos and Das and Samuels and certain related parties
(the "Bulldog Parties") alleging that they violated Massachusetts law by making
information about certain unregistered securities available on the Bulldog
Investors website and by providing information about such investments to an
individual who requested it without first determining that the individual was
eligible to invest in such securities. The Enforcement Section sought a cease
and desist order, an administrative fine, and other relief. On October 17, 2007
the Acting Director issued a cease and desist order and imposed a fine of
$25,000 on the Bulldog Parties. On November 15, 2007, the Bulldog Parties
appealed the Secretary's ruling to the Massachusetts Superior Court which
upheld the Secretary's order in an order and opinion dated February 12, 2009.
On February 25, 2009, the Bulldog Parties filed a further appeal with the
Appellate Court of Massachusetts. That appeal may be consolidated with any
appeal of a lawsuit filed on March 23, 2007 by the Bulldog Parties in
Massachusetts Superior Court to enjoin the Secretary's enforcement action.
A trial in the latter case is scheduled for July 31, 2009.
May --, 2009
PROXY CARD
This proxy is solicited in opposition to the Board of Directors of Insured
Municipal Income Fund Inc.(the "Fund") by Bulldog Investors General Partnership
("BIGP") for the Fund's 2008 Annual Meeting of Shareholders (the "Meeting").
The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew Dakos
and each of them, as the undersigned's proxies, with full power of substitution
,to attend the Meeting and any adjourned or postponed Meeting, and to vote on
all matters that come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1 and 2. ELECTION OF SIX DIRECTORS (NOTE: ONLY PREFERRED SHAREHOLDERS
MAY VOTE OR WITHHOLD AUTHORITY FOR MR. GOODSTEIN OR MR. SAMUELS)
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR RAJEEV DAS [ ] WITHHOLD AUTHORITY
[ ] FOR GLENN GOODSTEIN (Preferred Only) [ ] WITHHOLD AUTHORITY
[ ] FOR STEVE SAMUELS (Preferred Only) [ ] WITHHOLD AUTHORITY
3. TO APPROVE A NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT BETWEEN
THE FUND AND UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. TO APPROVE A CHANGE TO THE FUND'S INVESTMENT POLICY
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. TO REQUEST THE BOARD TO TAKE ACTION, SUBJECT TO MARKET CONDITIONS, TO AFFORD
COMMON AND PREFERRED SHAREHOLDERS AN OPPORTUNITY TO REALIZE THE NET ASSET VALUE
OF THEIR SHARES.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. TO TERMINATE THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND UBS
GLOBAL ASSET MANAGEMENT.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominees
named above, AGAINST Proposal 3 and FOR Proposals 4, 5 and 6. The undersigned
hereby acknowledges receipt of the proxy statement dated May --, 2009 of BIGP
and revokes any proxy previously executed.
Signature(s)___________________________________ Dated: _______________