DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/10/08
1. NAME OF REPORTING PERSON
Bulldog Investors General Partnership and Phillip Goldstein
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) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
7. SOLE VOTING POWER
1,909,312
8. SHARED VOTING POWER
43,358
9. SOLE DISPOSITIVE POWER
1,952,670
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,952,670
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
9.47%
14. TYPE OF REPORTING PERSON
IA
This statement constitutes amendment No.4 to the Schedule 13D
filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos
on March 19, 2008. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
Bulldog Investors General Partnership has advised the issuer that it
intends to nominate a full slate of candidates for election as
directors at the next annual meeting if the issuer is still in existence.
In addition, an affiliate of the filing persons has submitted a shareholder
proposal requesting 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.
Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSR dated March 31, 2008 there were
20,628,363 shares of common stock outstanding. The percentage
set forth in item 5 was derived using such number.
a) BIG P and other accounts managed by Phillip Goldstein
beneficially own an aggregate of 1,952,670 shares of PIF or
9.47% 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):
None
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
Item 6. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. and Exhibit 2
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: 12/15/08
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
President, Kimball and Winthrop, Inc.
Managing General Partner, BIGP
Exhibit 1:
Bulldog Investors General Partnership
Park 80 West Plaza Two, Suite 750, Saddle Brook, NJ 07663
Phone: 201-556-0092 / Fax: 201-556-0097 // pgoldstein@bulldoginvestors.com
December 10, 2008
Mark F. Kemper, Secretary
Insured Municipal Income Fund Inc.
UBS Global Asset Management
51 West 52nd Street
New York, New York 10019-6114.
Insured Municipal Income Fund Inc. (the Fund)
Dear Mr. Kemper:
If the Fund is still in existence at the next meeting of shareholders,
we intend to nominate a full slate of candidates for election as directors.
Bulldog Investors General Partnership (BIGP), the nominating and proposing
shareholder, is a 13-D filer that beneficially owns approximately 1.9 million
common shares of the Fund. Assuming six directors are to be elected, we will
nominate the persons named below. (Please advise us if a different number of
directors will be elected.) Each nominee has consented to being named in our
proxy statement and to serve as a director if elected. Messrs. Goodstein and
Samuels are the nominees for the seats that will be elected solely by
shareholders of the preferred stock. There are no arrangements or
understandings between BIGP or any partner 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.
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 five investment partnerships in the
Bulldog Investors group of funds:Opportunity Partners L.P., Opportunity Income
Plus Fund L.P., Full Value Partners L.P., Full Value Offshore Ltd. and
Full Value Special Situations Fund L.P. He has been a director of the
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. and is a director and
Chairman of the Audit Committee of MVC Capital, Inc. Mr. Hellerman owns and
has served as Managing Director of Hellerman Associates, a financial and
corporate consulting firm, since the firms inception in 1993. He currently
serves as a director, chief financial officer and chief compliance officer for
The Mexico Equity and Income Fund, Inc. (NYSE: MXE), 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. until June 2008.
Rajeev Das (born 1968); Park 80 West, Plaza Two, Suite 750, Saddle Brook, NJ
07663 Principal of Bulldog Investors, a group of investment funds and
Managing Member of the general partner of Opportunity Income Plus L.P.;
Currently director of Mexico Equity and Income Fund, Inc. (since 2001)
In 2006 served as director of Brantley Capital.
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 five investment partnerships in the Bulldog
Investors group of funds: Opportunity Partners L.P., Opportunity Income
Plus Fund L.P., Full Value Partners L.P., Full Value Special Situations
Fund L.P., and Full Value Offshore L.P. He has been a director of the
Mexico Equity and Income Fund since 2001 and Brantley Capital Corporation
since 2007.
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 is a director of Mexico Equity and Income Fund.
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 five investment
partnerships in the Bulldog Investors group of funds:Opportunity Partners L.P.,
Opportunity Income Plus Fund L.P., Full Value Partners L.P., Full Value Special
Situations Fund L.P., and Full Value Offshore L.P.
None of our nominees is an interested person of the Fund nor does any nominee
personally own any shares of the Fund except that as of November 3, 2008
(1) Mr. Goldstein and his wife jointly beneficially own 44,125 common shares
which were purchased since February 14, 2008 and (2) Mr. Das and his wife
beneficially own 1,700 shares which were purchased between November 2007 and
April 2008.Clients of Mr.Goodstein own 2,811 common shares which were purchased
between September 2000 and February 2002. Each nominee other than Mr. Hellerman
is a principal of one or more of the entities that are general partners of
BIGP and the nominees collectively beneficially own approximately 1.9 million
common shares of the Fund which were purchased since July 2007.
There have been no sales of shares by any of the aforementioned persons.
Please notify us as soon as possible if you need any further information or if
you believe there are any deficiencies in this advance notice letter. Thank you.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.
Managing General Partner
Exhibit 2:
Full Value Offshore Partners L.P.
Park 80 West - Plaza Two, Suite 750, Saddle Brook, NJ 07663
Phone: 201-556-0092 / Fax: 201-556-0097 / pgoldstein@bulldoginvestors.com
December 10, 2008
Mark F. Kemper, Secretary
Insured Municipal Income Fund Inc.
UBS Global Asset Management
51 West 52nd Street
New York, New York 10019-6114
Dear Mr. Kemper:
Full Value Offshore Partners L.P. is the beneficial owner of shares of Insured
Municipal Income Fund Inc. (the Fund) that are valued in excess of $2,000.00.
We have held our shares continuously for at least 12 months and intend to hold
them through the next annual meeting. We hereby submit the following proposal
and supporting statement pursuant to rule 14a-8 of the Securities Exchange Act
of 1934 for inclusion in managements proxy materials for the next meeting of
stockholders.
RESOLVED: 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.
Supporting Statement
Since its launch in 1993 the Funds common shares have persistently traded at a
discount to their net asset value. For example, as of December 5, 2008, the
common shares were trading at a whopping 20% discount from NAV.
In addition, the preferred shares are now illiquid and can only be sold at a
steep discount from their $50,000 liquidation value.
We think both the common shareholders and the preferred shareholders deserve an
opportunity to realize the intrinsic value of their shares.
If you agree, please vote for this proposal.
Very truly yours,
Phillip Goldstein
Managing Member
Full Value Advisors LLC
General Partner