<PAGE>
As filed with the Securities and Exchange Commission on October 11, 1995
Securities Act File No. 33-
Investment Company Act File No. 811-7528
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM N-2
Registration Statement Under the Securities Act of 1933 /X/
Pre-Effective Amendment No. /_/
Post-Effective Amendment No. /_/
and
Registration Statement Under the Investment Company Act of 1940 /_/
Pre-Effective Amendment No. /_/
Post-Effective Amendment No. 7 /X/
(Check appropriate box or boxes)
____________________
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
(Exact Name of Registrant as Specified in Charter)
d/b/a Insured Municipal Income Fund
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's Telephone Number, including Area code: (212) 713-2000
____________________
GREGORY K. TODD, ESQ.
Vice President and Assistant Secretary
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
____________________
Copies to:
ROBERT A. WITTIE, ESQ
BENJAMIN J. HASKIN, ESQ.
KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
_______________________________
Approximate date of the proposed public offering:
As soon as practical after this Registration Statement becomes effective.
_______________________________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: /X/
This Registration statement relates to the registration of
4,496,667 shares of common stock solely for market-making transactions.
A fee of $100 is being paid at this time. Pursuant to Rule 429, this
<PAGE>
Registration Statement relates to shares previously registered on Form N-2
(File No. 33-58532).
_______________________________
The registrant hereby amends this Registration Statement under
the Securities Act of 1933 on such date or dates as may be necessary to
delay its effective date until the registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with the provisions of Section
8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
- 2 -
<PAGE>
PaineWebber Premier Insured Municipal Income Fund Inc.
d/b/a Insured Municipal Income Fund
Form N-2 Cross Reference Sheet
<TABLE>
<CAPTION>
Prospectus (As Previously Filed in Most Recent Post-
Part A Effective Amendment to the Registration Statement on
Item Number Caption Form N-2 (File No. 33-58532))1/
----------- ------- --------------------------------
<S> <C> <C>
1 Outside Front Cover . . . . . . . . . . . Outside Front Cover of Prospectus
2 Inside Front and Outside Back Cover Page
Inside Front and Outside Back Cover Page of Prospectus
3 Fee Table and Synopsis . . . . . . . . . Fund Expenses
4 Financial Highlights . . . . . . . . . . Financial Highlights
5 Plan of Distribution . . . . . . . . . . Outside Front Cover; The Offering
6 Selling Shareholders . . . . . . . . . . Not Applicable
7 Use of Proceeds . . . . . . . . . . . . . Use of Proceeds
8 General Description of Registrant . . . . Trading History; The Fund; Investment Objective and
Policies; Insurance; Other Investment Practices; Special
Leverage Considerations; Description of Capital Stock
Management of the Fund; Custodian, Transfer and Dividend
Disbursing Agent and Registrar; Description of Capital
Stock
9 Management . . . . . . . . . . . . . . . Management of the Fund; Custodian, Transfer and Dividend
Disbursing Agent and Registrar; Description of Capital
Stock
10 Capital Stock, Long-Term Debt and Other
Securities . . . . . . . . . . . . . . . Special Leverage Considerations; Dividends and Other
Distributions; Dividend Reinvestment Plan; Description
of Capital Stock; Taxation
11 Defaults and Arrears on Senior Securities
Not Applicable
12 Legal Proceedings . . . . . . . . . . . . Not Applicable
1/ Please see the enclosed description of the use in this
Registration Statement of the contents of the aforementioned Post-
Effective Amendment to the Registration Statement on Form N-2.
- 3 -
<PAGE>
Statement of Additional Information (As Previously Filed
in Most Recent Post-Effective Amendment to the
Part B Registration Statement on
Item Number Caption Form N-2 (File No. 33-58532))1/
----------- ------- ----------------------------------
13 Table of Contents of the Statement of
Additional Information . . . . . . . . . Further Information
14 Cover Page . . . . . . . . . . . . . . . Cover Page of Statement of Additional Information
15 Table of Contents . . . . . . . . . . . . Outside Back Cover Page of Statement of Additional
Information
16 General Information and History . . . . . Not Applicable
17 Investment Objective and Policies . . . . Investment Policies and Restrictions; Hedging and
Related Income Strategies; Portfolio Transactions
18 Management . . . . . . . . . . . . . . . Directors and Officers
19 Control Persons and Principal Holders of
Securities . . . . . . . . . . . . . . . Control Persons and Principal Holders of Securities
20 Investment Advisory and Other Services .
Investment Advisory Arrangements; Independent Public
Accountants; Management of the Fund (in Prospectus);
Custodian, Transfer and Dividend Disbursing Agent and
Registrar (in Prospectus)
21 Brokerage Allocation and Other Practices
Portfolio Transactions
22 Tax Status . . . . . . . . . . . . . . . Taxes
23 Financial Statements . . . . . . . . . . Financial Statements
</TABLE>
1/ Please see the enclosed description of the use in this
Registration Statement of the contents of the aforementioned Post-
Effective Amendment to the Registration Statement on Form N-2.
- 4 -
<PAGE>
This registration statement registers 4,496,667 shares of the
common stock of PaineWebber Premier Insured Municipal Income Fund Inc.
("Fund") in reliance on Rule 415 of Regulation C under the Securities Act
of 1933. The shares registered hereby (the "N-14 Shares") have been
previously registered on Form N-14 (File No. 33-82244) for distribution to
shareholders of the PaineWebber Premier Intermediate Tax-Free Income Fund
Inc. in connection with that investment company's tax-free reorganization
into the registrant. The purpose of this registration statement is to
allow the N-14 Shares to be offered from time to time in over-the-counter
secondary market transactions by PaineWebber Incorporated, in its capacity
as a dealer and secondary market-maker, at negotiated prices related to
prevailing prices on the New York Stock Exchange, Inc. at the time of
sale.
All of the Fund's other outstanding shares currently are
registered in connection with such secondary market transactions pursuant
to Rule 415 on a previously filed Form N-2 (File No. 33-58532), as most
recently amended by Post-Effective Amendment No. 2 thereto, which
amendment became effective on August 1, 1995 (the "Current Registration
Statement"). A supplement ("Supplement") to the prospectus contained in
the Current Registration Statement was filed pursuant to Rule 497(e) on
August 10, 1995.
The contents of parts A, B and C of the Current Registration
Statement and the contents of the Supplement are hereby incorporated
herein by reference.
- 5 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the registrant has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and the
State of New York, on the 27th day of September, 1995.
PAINEWEBBER PREMIER INSURED MUNICIPAL
INCOME FUND INC.
By: /s/ Gregory K. Todd
________________________________________
Gregory K. Todd
Vice President
Each of the undersigned directors and officers of PaineWebber
Premier Insured Municipal Income Fund Inc. ("Fund") hereby severally
constitutes and appoints Victoria E. Schonfeld, Gregory K. Todd, Dianne E.
O'Donnell, Arthur J. Brown, Elinor W. Gammon and Robert A. Wittie, and
each of them singly, our true and lawful attorneys, with full power to
them to sign for each of us, and in each of our names and in the
capacities indicated below, any and all amendments to the registration
statement of the Fund, and all instruments necessary or desirable in
connection therewith, filed with the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by
said attorneys to any and all amendments to said registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard Q. Armstrong Director September 27, 1995
_________________________________________
Richard Q. Armstrong
Director and Chairman of the
/s/ E. Garrett Bewkes, Jr. Board of Directors September 27, 1995
_________________________________________
E. Garrett Bewkes, Jr. Director
_________________________________________
Richard R. Burt
/s/ Meyer Feldberg Director September 27, 1995
_________________________________________
Meyer Feldberg
- 6 -
<PAGE>
/s/ John R. Torell, III Director September 27, 1995
_________________________________________
John R. Torell, III
/s/ William D. White Director September 27, 1995
_________________________________________
William D. White
/s/ Margo N. Alexander President (Chief Executive September 27, 1995
_________________________________________ Officer)
Margo N. Alexander
/s/ Julian F. Sluyters Vice President and Treasurer September 27, 1995
_________________________________________ (Principal Financial and
Julian F. Sluyters Accounting Officer)
</TABLE>
- 7 -
<PAGE>
Sequential
Page Number
Exhibit Document Description
a. (i) Articles of Incorporation [previously
filed as exhibit a(i) to Post-
Effective Amendment No. 2 to the
Registration Statement on N-2 filed
on June 15, 1995 (File No. 33-58532)]
(ii) Articles Supplementary dated August
5, 1993 [previously filed as exhibit
a(ii) to Post-Effective Amendment No.
2 to the Registration Statement on N-
2 filed on June 15, 1995 (File No.
33-58532)]
(iii) Articles Supplementary dated November
28, 1994 [previously filed as exhibit
a(iii) to Post-Effective Amendment
No. 2 to the Registration Statement
on N-2 filed on June 15, 1995 (File
No. 33-58532)]
b. Bylaws [previously filed as exhibit 2 to the
Registration Statement on Form N-2 filed
February 19, 1993 (File No. 33-58532)]
c. None
d. See Exhibit a. to this Registration Statement
e. Dividend Reinvestment Plan [previously filed
as exhibit 5 to pre-Effective No. 2 to the
Registration Statement on Form N-2 filed
may 27, 1993 (file No. 33-58532)]
f. None
g. Investment Advisory and Administration
Contract [previously filed as exhibit g. to
Post-Effective Amendment No. 1 to the
Registration Statement on Form N-2 filed July
25, 1994 (file No. 33-58532)]
- 8 -
<PAGE>
Sequential
Page Number
Exhibit Document Description
h. (i) Underwriting Agreement [previously
filed as Exhibit h.(i) to Post-
Effective Amendment No. 1 to the
Registration Statement on Form N-2
filed July 25, 1994 (file
No. 33-58532)]. The shares of the
common stock offered by the
Prospectus will be offered in order
to effect over-the-counter secondary
market transactions by PaineWebber in
its capacity as a dealer and
secondary market-maker and not
pursuant to any agreement with the
Fund. Shares of the common stock
were originally issued in a public
offering pursuant to the Underwriting
Agreement as filed herewith.
(ii) Master Selected Dealer Agreement
[previously filed as Exhibit 8(b) to
Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-2
filed May 27, 1993 (File
No. 33-58532)]
i. None
j. (i) Custodian Agreement [previously filed
as Exhibit j. to Post-Effective
Amendment No. 1 to the Registration
Statement on Form N-2 filed July 25,
1994 (filed No. 33-58532)]
(ii) Letter Agreement between the Fund and
The Depository Trust Company dated
8/12/93 [previously filed as Exhibit
j.(ii) to Post-Effective Amendment
No. 2 to the Registration Statement
on Form N-2 filed on June 15, 1995
(File No. 33-58532)]
(iii) Letter Agreement between the Fund and
The Depository Trust Company dated
11/28/94 [previously filed as Exhibit
j.(iii) to Post-Effective Amendment
No. 2 to the Registration Statement
on Form N-2 filed on June 15, 1995
(File No. 33-58532)]
- 9 -
<PAGE>
Sequential
Page Number
Exhibit Document Description
k. (i) Transfer Agency Agreement [previously
filed as Exhibit k. to Post-Effective
Amendment No. 1 to the Registration
Statement on Form N-2 filed July 25,
1994 (File No. 33-58532)]
(ii) Broker-Dealer Agreement between
Bankers Trust Company and Goldman,
Sachs & Co. dated 8/12/93
[previously, filed as Exhibit k.(ii)
to Post-Effective Amendment No. 2 to
the Registration Statement on Form N-
2 filed on June 15, 1995, (File No.
33-58532)]
(iii) Broker-Dealer Agreement between
Bankers Trust Company and PaineWebber
Incorporated dated 8/12/93
[previously filed as Exhibit k.(iii)
to Post-Effective Amendment No. 2 to
the Registration Statement on Form
N-2 filed on June 15, 1995 (File
No. 33-58532)]
(iv) Auction Agency Agreement between the
fund and Bankers Trust Company dated
8/12/93 [previously filed as Exhibit
k.(iv) to Post-Effective Amendment
No. 2 to the Registration Statement
on Form N-2 filed on June 15, 1995
(File No. 33-58532)]
(v) Broker-Dealer Agreement between
Bankers trust company and Goldman,
Sachs & Co. dated 11/28/94
[previously filed as Exhibit k.(v) to
Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2
filed on June 15, 1995 (File
No. 33-58532)]
(vi) Broker-Dealer Agreement between
Bankers Trust Company and PaineWebber
Incorporated dated 11/28/94
[previously filed as Exhibit k.(vi)
to Post-Effective Amendment No. 2 to
the Registration Statement on Form
N-2 filed on June 15, 1995 (File
No. 33-58532)]
- 10 -
<PAGE>
Sequential
Page Number
Exhibit Document Description
(vii) Auction Agency Agreement between the
Fund and Bankers Trust Company dated
8/12/93 [previously filed as Exhibit
k.(vii) to Post-Effective Amendment
No. 2 to the Registration Statement
on Form N-2 filed on June 15, 1995
(File No. 33-58532)]
l. Opinion and consent of counsel (filed
herewith)
m. None
n. Consent of Independent Auditors (filed
herewith)
o. None
p. Letter of Investment Intent [previously filed
as Exhibit 15 to Pre-Effective Amendment No. 2
to the Registration Statement on Form N-2
filed on May 27, 1993 (File No. 33-58532)]
q. None
- 11 -
<PAGE>
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
October 6, 1995
PaineWebber Premier Insured
Municipal Income Fund Inc.
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
You have requested our opinion regarding certain matters in
connection with the Registration Statement on Form N-2 (File No. 811-7528)
(the "Registration Statement") filed by PaineWebber Premier Insured
Municipal Income Fund Inc. ("Fund") in order to facilitate secondary
market trading in 4,496,667 shares of the Fund's $.001 par value common
stock (the "Shares") that were previously issued and registered on Form N-
14. In connection with this opinion, we have examined the Fund's Articles
of Incorporation and other corporate documents relating to the
authorization and issuance of the Shares. Based upon this examination, we
are of the opinion that:
1. All legal requirements for the organization of the Fund
under the laws of the State of Maryland have been satis-
fied, and the Fund is a validly existing corporation in
good standing under the laws of the State of Maryland.
2. The Shares have been duly authorized by the Fund, have
been legally and validly issued, and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion in connection
with the Registration Statement, which you are about to file with the
Securities and Exchange Commission. We also consent to the reference to
our firm under the subheading "Legal Matters" in the prospectus which is
incorporated by reference in the Registration Statement from Post-
Effective Amendment No. 2 to the registration statement on Form N-2 (File
Nos. 33-58532 and 811-7528) which was declared effective on August 1,
1995.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Robert A. Wittie
----------------------
Robert A. Wittie
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" in the Prospectus and "Independent Auditors" in the Statement
of Additional Information and to the incorporation by reference of our
report dated May 19, 1995, in this Registration Statement (Form N-2) of
PaineWebber Premier Insured Municipal Income Fund Inc.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
October 3, 1995
<PAGE>
