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 / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
(Name of Registrant as Specified In Its Charter)
(Same as Above)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).*
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / 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:(1)
(4) Proposed maximum aggregate value of transaction:
/ / 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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
- ------------------
* $125 per Registrant per Investment Company Act Rule 20a-1(c) previously
paid.
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
JULY 27, 1995
---------------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of PaineWebber Premier Insured Municipal
Income Fund Inc. ('Fund') will be held on July 27, 1995 at 10:00 a.m., eastern
time, at 1285 Avenue of the Americas, 38th Floor, New York, New York 10019 for
the following purposes:
MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS:
(1) To elect five (5) directors to serve until the annual meeting of
shareholders in 1996, or until their successors are elected and qualified;
(2) To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending March 31, 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
MATTERS TO BE VOTED UPON BY HOLDERS OF AUCTION PREFERRED SHARES:
(4) To elect two (2) directors to serve until the annual meeting of
shareholders in 1996 or until their successors are elected and qualified.
You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on May 26, 1995. If you attend the
meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
By order of the board of directors,
DIANNE E. O'DONNELL
Secretary
June 2, 1995
1285 Avenue of the Americas
New York, New York 10019
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director for which you are entitled to cast
a vote named in the attached proxy statement and 'FOR' all other proposals
noticed above. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD
PROMPTLY. UNLESS PROXY CARDS SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE
SIGNED BY THE APPROPRIATE PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON
THE PROXY CARD, THEY WILL NOT BE VOTED.
<PAGE>
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 27, 1995
---------------------
This statement is furnished to the shareholders of PaineWebber Premier
Insured Municipal Income Fund Inc. ('Fund') in connection with the board of
directors' solicitation of proxies to be used at the annual meeting of
shareholders of the Fund to be held on July 27, 1995, or any adjournment or
adjournments thereof.
A majority of the shares outstanding on May 26, 1995, represented in person
or by proxy, must be present for the transaction of business at the meeting. In
the event that a quorum is not present at the annual meeting (including a quorum
of the Fund's auction preferred shares ('APS') with respect to the election of
the two directors to be elected by the APS), or if such a quorum is present at
the annual meeting but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the annual meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the annual meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR any such
proposal in favor of such an adjournment and will vote those proxies required to
be voted AGAINST any such proposal against such adjournment. A shareholder vote
may be taken on one or more of the proposals in this proxy statement prior to
any such adjournment if sufficient votes have been received and it is otherwise
appropriate.
Abstentions and broker non-votes (see below) will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any adjournment. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment. Broker non-votes are
shares held in street name for which the broker indicates that instructions have
not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.
Except as otherwise indicated herein, all of the outstanding shares of the
Fund's common stock and APS will vote together as a single class, and each full
share of the Fund's common stock or APS is entitled to one vote with respect to
each matter proposed to be voted upon by the Fund's shareholders at the annual
meeting. However, as described below in connection with Proposals 1 and 4, the
holders of the APS, voting as a separate class, are entitled to elect two of the
Fund's directors.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed. With respect to the holders of the APS, if you give
no voting instructions, your shares will be voted in favor of the seven nominees
for directors named herein and in favor of the remaining proposals described in
this proxy statement. With respect to the holders of the Fund's common stock,
your shares will be voted in favor of the nominees for the five directorships on
which the holders of the common stock are entitled to vote and in favor of the
remaining proposals described in this proxy statement. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking your proxy. To
be effective, such revocation must be received by the Fund prior to the meeting
and must indicate your name and account number. In addition, if you attend the
annual meeting in person you may, if you wish, vote by ballot at the meeting,
thereby cancelling any proxy previously given.
This proxy statement will first be mailed to shareholders on or about June
2, 1995. The Fund's annual report containing financial statements for the fiscal
year ended March 31, 1995 is being mailed concurrently with this proxy
statement.
<PAGE>
As of the record date, May 26, 1995, the Fund had outstanding 20,628,363
shares of common stock and 3000 of the APS, representing Series A, Series B,
Series C and Series D shares. The solicitation of proxies, the cost of which
will be borne by the Fund, will be made primarily by mail but also may include
telephone or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Fund.
Management does not know of any person who owns beneficially or of record 5% or
more of the shares of the Fund.
Mitchell Hutchins serves as the Fund's investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of Paine Webber Group Inc. ('PW Group'), a
publicly held financial services holding company. PaineWebber acts as a dealer
and secondary market-maker in connection with over-the-counter secondary market
sales of the Fund's common stock. The principal business address of each of
Mitchell Hutchins, PaineWebber and PW Group is 1285 Avenue of the Americas, New
York, New York 10019.
PROPOSALS 1 AND 4. ELECTION OF DIRECTORS
Proposals 1 and 4 relate to the election of directors of the Fund.
Management proposes the election of the seven nominees named in the table below
as directors of the Fund. Each nominee, including those who are not 'interested
persons' of the Fund as that term is defined by the Investment Company Act of
1940 ('1940 Act') ('Independent Directors'), has indicated his or her
willingness to serve if elected. If elected, each nominee will hold office until
the next annual meeting of shareholders or until his or her successor is elected
and qualified.
Holders of the outstanding shares of the APS, voting as a separate class,
are entitled to elect two of the Fund's directors. Margo N. Alexander and Meyer
Feldberg have been nominated by the Fund's board of directors as the directors
that are to be elected by holders of the APS. The other five directors will be
elected by holders of the outstanding common stock and APS, voting together as a
single class. Richard Q. Armstrong, E. Garrett Bewkes, Jr., Richard R. Burt,
John R. Torell III and William D. White have been nominated by the Fund's board
of directors as the directors that are to be elected by all common stock and APS
holders. Unless you give contrary instructions on the enclosed proxy card: if
you are a holder of the APS, your shares will be voted in favor of the election
of all seven nominees listed below; and if you are a holder of the common stock,
your shares will be voted in favor of the five nominees that are to be elected
by all common stock and APS holders. If any of the nominees should withdraw or
otherwise become unavailable for election, your shares will be voted in favor of
such other nominee or nominees as management may recommend.
Messrs. Bewkes, Feldberg and White have served as directors of the Fund
since its inception. Mr. Torell was appointed as a director of the Fund on
December 16, 1992. At a meeting of the Fund's board of directors held on
February 15, 1995, Messrs. Armstrong and Burt were appointed to serve as
directors of the Fund. Ms. Alexander was nominated to serve as a director of the
Fund on May 11, 1995 by Unanimous Written Consent in Lieu of Meeting of the
Fund's board of directors. Directors shall be elected by the vote of the holders
of a majority of the shares of the Fund present in person or by proxy and
entitled to vote thereon. If each of the seven nominees is elected, they will
constitute the entire board of directors of the Fund. All directors and officers
as a group (18 persons) beneficially owned 17,265 shares of the common stock of
the
2
<PAGE>
Fund and none of the APS, including shares shown in the table below, on March
31, 1995, representing less than 1% of shares outstanding of the Fund on that
date.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
PAST FIVE YEARS; OTHER MARCH 31,
NOMINEE; AGE DIRECTORSHIPS 1995**
- ------------------------- --------------------------------- ---------------
<S> <C> <C>
Margo N. Alexander; 48 Nominee and president. Ms. --
Alexander is president, chief
executive officer and a director
of Mitchell Hutchins. Prior to
January 1995, Ms. Alexander was
an executive vice president of
PaineWebber. Ms. Alexander is
also president of 26 other
investment companies for which
Mitchell Hutchins or PaineWebber
serves as investment adviser.
Richard Q. Armstrong; 59 Director. Mr. Armstrong is --
chairman and principal of RQA
Enterprises (management
consulting firm) (since April
1991 and principal occupation
since March 1995). Mr. Armstrong
is also a director of Hi Lo
Automotive, Inc. He was chairman
of the board, chief executive
officer and co-owner of
Adirondack Beverages (producer
and distributor of soft drinks
and sparkling/still waters)
(October 1993-March 1995). He was
a partner of The New England
Consulting Group (management
consulting firm) (December
1992-September 1993). He was
managing director of LVMH U.S.
Corporation (U.S. subsidiary of
the French luxury goods
conglomerate, Luis Vuitton Moet
Hennessey Corporation)
(1987-1991) and chairman of its
wine and spirits subsidiary,
Schieffelin & Somerset Company
(1987-1991). Mr. Armstrong is
also a director of five other
investment companies for which
Mitchell Hutchins or PaineWebber
serves as investment adviser.
E. Garrett Bewkes, Jr.*; Director and chairman of the
68 board of directors. Mr. Bewkes is 17,265
a director of PW Group (holding
company of PaineWebber and
Mitchell Hutchins) and a
consultant to PW Group. Prior to
1988, he was chairman of the
board, president and chief
executive officer of American
Bakeries Company. Mr. Bewkes is
also a director of Interstate
Bakeries Corporation and a
director or trustee of 26 other
investment companies for which
Mitchell Hutchins or PaineWebber
serves as investment adviser.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
PAST FIVE YEARS; OTHER MARCH 31,
NOMINEE; AGE DIRECTORSHIPS 1995**
- ------------------------- --------------------------------- ---------------
<S> <C> <C>
Richard R. Burt; 47 Director. Mr. Burt is chairman of --
International Equity Partners
(international investments and
consulting firm) (since March
1994) and a partner of McKinsey &
Company (management consulting
firm) (since 1991). He is also a
director of American Publishing
Company. He was the chief
negotiator in the Strategic Arms
Reduction Talks with the former
Soviet Union (1989-1991) and the
U.S. Ambassador to the Federal
Republic of Germany (1985-1989).
Mr. Burt is also a director of
five other investment companies
for which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
Meyer Feldberg; 52 Director. Mr. Feldberg is Dean --
and Professor of Management of
the Graduate School of Business,
Columbia University. Prior to
1989, he was president of the
Illinois Institute of Technology.
Dean Feldberg is also a director
of AMSCO International Inc.,
Federated Department Stores,
Inc., Inco Homes Corporation and
New World Communications Group
Incorporated and a director or
trustee of 19 other investment
companies for which Mitchell
Hutchins or PaineWebber serves as
investment adviser.
John R. Torell III; 55 Director. Mr. Torell is chairman --
of Torell Management, Inc.
(financial advisory firm) (since
1989). Mr. Torell is the former
chairman and chief executive
officer of Fortune Bancorp
(1990-1994 and 1991-1994,
respectively) and of Fortune Bank
(savings association)
(1990-1994). He is the former
chairman, president and chief
executive officer of CalFed, Inc.
(savings association) (1988 to
1989) and former president of
Value Properties (real estate
investment company) (1991-1993)
and Manufacturers Hanover Corp.
(bank) (prior to 1988). Mr.
Torell is also a director of
American Home Products Corp.,
Volt Information Services Inc.
and a director or trustee of 10
other investment companies for
which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
PAST FIVE YEARS; OTHER MARCH 31,
NOMINEE; AGE DIRECTORSHIPS 1995**
- ------------------------- --------------------------------- ---------------
<S> <C> <C>
William D. White; 60 Director. Mr. White is retired. --
From February 1989 through March
1994, he was president of the
National League of Professional
Baseball Clubs. Prior to 1989, he
was a television sportscaster for
WPIX-TV, New York. Mr. White is
also director or trustee of 10
other investment companies for
which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
</TABLE>
- ------------------
* Indicates 'interested person' of the Fund as defined by the 1940 Act.
** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of shares owned. On March 31, 1995, none of the
directors owned any of the APS.
The board of directors of the Fund met six times during the fiscal year
ended March 31, 1995. The Audit Committee of the board currently consists of
Messrs. Feldberg, Torell and White. The duties of the Audit Committee are (a) to
review the financial and accounting policies of the Fund, including internal
accounting control procedures, and to review reports prepared by the Fund's
independent auditors, including reports on the Fund's financial statements; (b)
to review and recommend approval or disapproval of audit and non-audit services
and the fees charged for such services; (c) to evaluate the independence of the
independent auditors and to recommend whether to retain such independent
auditors for the next fiscal year; and (d) to report to the board and make such
recommendations as it deems necessary. The Audit Committee met once during the
Fund's fiscal year ended March 31, 1995.
The board does not have a standing nominating or compensation committee.
The Fund pays the Independent Directors of the Fund $1,500 annually and an
attendance fee of $250 per meeting of the board and its committees; directors of
the Fund who are 'interested persons' as defined by the 1940 Act receive no
compensation from the Fund. Directors are reimbursed for any expenses incurred
in attending meetings. The table below includes certain information relating to
the compensation of the Fund's directors for the fiscal year ended March 31,
1995.
5
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS ESTIMATED FROM THE FUND
COMPENSATION PART OF ANNUAL AND THE FUND
NAME OF FROM THE FUND'S BENEFITS UPON COMPLEX PAID
PERSON, POSITION THE FUND* EXPENSES RETIREMENT TO DIRECTORS+
- -------------------------------------------------- ------------ ----------- -------------- -------------
<S> <C> <C> <C> <C>
Richard Q. Armstrong,
Director........................................ $ 250 -- -- $ 0
------------ ----------- -------------- -------------
E. Garrett Bewkes, Jr.,
Director and chairman of
the board of directors.......................... -- -- -- --
Richard R. Burt,
Director........................................ $ 250 -- -- $ 0
------------ ----------- -------------- -------------
Meyer Feldberg,
Director........................................ $ 2,875 -- -- $ 86,050
John R. Torell III,
Director........................................ $ 3,125 -- -- $ 39,750
William D. White,
Director........................................ $ 2,625 -- -- $ 33,250
</TABLE>
- ------------------
* Represents fees paid to each director during the fiscal year ended March 31,
1995.
+ Represents amounts paid to each director during the calendar year ended
December 31, 1994.
PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS
The Fund's financial statements for the fiscal year ended March 31, 1995
were audited by Ernst & Young LLP, independent auditors. In addition, Ernst &
Young LLP prepares the Fund's federal and state annual income tax returns.
The board of directors of the Fund has selected Ernst & Young LLP as the
independent auditors for the Fund for the fiscal year ending March 31, 1996,
subject to ratification by shareholders of the Fund at the annual meeting. Ernst
& Young LLP has been the Fund's independent auditors since its inception in June
1993. The ratification of Ernst & Young LLP as independent auditors is to be
voted upon at the annual meeting, and it is intended that the persons named in
the accompanying proxy will vote for such ratification unless contrary
instructions are given. Ernst & Young LLP has informed the Fund that it has no
material direct or indirect financial interest in the Fund. The affirmative vote
of the holders of a majority of the shares of the Fund cast at the annual
meeting is required for ratification.
Representatives of Ernst & Young LLP are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
6
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 2.
EXECUTIVE OFFICERS
Officers of the Fund are appointed by the directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. During the Fund's fiscal year ended March 31, 1995,
statements of changes in beneficial ownership on Form 4 were not filed on a
timely basis with respect to the introduction of the APS-Series D on behalf of
each director except Messrs. Armstrong and Burt, and of each officer except Ms.
Alexander. The executive officers of the Fund, other than Ms. Alexander who is a
nominee for director, are:
TERESA M. BOYLE, age 36, vice president of the Fund (appointed
February 1994). Ms. Boyle is a first vice president and manager--advisory
administration of Mitchell Hutchins. Prior to November 1993, she was
compliance manager of Hyperion Capital Management, Inc., an investment
advisory firm. Prior to April 1993, Ms. Boyle was a vice president and
manager--legal administration of Mitchell Hutchins. Ms. Boyle is also a
vice president of 39 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
JOAN L. COHEN, age 30, vice president and assistant secretary of the
Fund (appointed February 1994). Ms. Cohen is a vice president and attorney
of Mitchell Hutchins. Prior to December 1993, she was an associate at the
law firm of Seward & Kissel. Ms. Cohen is also a vice president and
assistant secretary of 26 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
ELLEN R. HARRIS, age 48, vice president of the Fund (appointed
February 1993). Ms. Harris is chief domestic equity strategist and a
managing director of Mitchell Hutchins. Ms. Harris is also a vice president
of 19 other investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
ANN E. MORAN, age 37, vice president and assistant treasurer of the
Fund (appointed February 1993). Ms. Moran is a vice president of Mitchell
Hutchins. Ms. Moran is also a vice president and assistant treasurer of 39
other investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
DIANNE E. O'DONNELL, age 43, vice president and secretary of the Fund
(appointed February 1993). Ms. O'Donnell is a senior vice president and
senior associate general counsel of Mitchell Hutchins. Ms. O'Donnell is
also a vice president and secretary of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
VICTORIA E. SCHONFELD, age 44, vice president of the Fund (appointed
May 1994). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins. From April 1990 to May 1994, she was a partner in the
law firm of Arnold & Porter. Prior to April 1990, she was a partner in the
law firm of Shereff, Friedman, Hoffman & Goodman. Ms. Schonfeld is also a
vice president of 39 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
PAUL H. SCHUBERT, age 32, vice president and assistant treasurer of
the Fund (appointed September 1994). Mr. Schubert is a vice president of
Mitchell Hutchins. From August 1992 to August 1994, he was a vice president
at BlackRock Financial Management, L.P. Prior to August 1992, he was an
audit manager with Ernst & Young LLP. Mr. Schubert is also a vice president
and assistant treasurer of 39 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
7
<PAGE>
GREGORY W. SERBE, age 50, vice president of the Fund (appointed
February 1993). Mr. Serbe is a managing director of Mitchell Hutchins
responsible for tax-exempt bonds and tax-exempt and taxable money market
investments. Mr. Serbe is also a vice president of 15 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
MARTHA J. SLEZAK, age 32, vice president and assistant treasurer of
the Fund (appointed February 1993). Ms. Slezak is a vice president of
Mitchell Hutchins. From September 1991 to April 1992, she was fund-raising
director for a U.S. Senate campaign. Prior to September 1991, she was a tax
manager with Arthur Andersen & Co. LLP. Ms. Slezak is also a vice president
and assistant treasurer of 39 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
JULIAN F. SLUYTERS, age 34, vice president and treasurer of the Fund
(appointed February 1993). Mr. Sluyters is a senior vice president and the
director of the mutual fund finance division of Mitchell Hutchins. Prior to
1991, he was an audit senior manager with Ernst & Young LLP. Mr. Sluyters
is also a vice president and treasurer of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
GREGORY K. TODD, age 38, vice president and assistant secretary of the
Fund (appointed May 1993). Mr. Todd is a first vice president and associate
general counsel of Mitchell Hutchins. Prior to 1993, he was a partner in
the law firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd is also a
vice president and assistant secretary of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Fund's 1996 annual meeting of shareholders should send such proposals to the
Fund at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Fund no later than March 29, 1996. Shareholder proposals that
are submitted in a timely manner will not necessarily be included in the Fund's
proxy materials. Inclusion of such proposals is subject to limitations under the
federal securities laws.
OTHER BUSINESS
The management knows of no business to be presented to the meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.
By order of the board of directors,
DIANNE E. O'DONNELL
Secretary
June 2, 1995
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
8
<PAGE>
PROXY STATEMENT
- ---------------------------------
PAINEWEBBER
PREMIER INSURED
MUNICIPAL
INCOME FUND INC.
- ---------------------------------
----------------------------------------------------------
PAINEWEBBER
PREMIER INSURED
MUNICIPAL
INCOME FUND INC.
----------------------------------------------------------
------------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
JULY 27, 1995
AND
PROXY STATEMENT
---------------------------------
<PAGE>
PAINEWEBBER PREMIER INSURED MUNCIPAL INCOME FUND INC. APS
ANNUAL MEETING OF SHAREHOLDERS--JULY 27, 1995 PROXY
The undersigned hereby appoints as proxies GREGORY K. TODD and GIOVANNI A.
URENA, and each of them (with power of substitution) to vote for the undersigned
all shares of the stock of the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority
to vote 'FOR' all proposals. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC. ('FUND').
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed postage paid envelope to:
PFPC Inc., P.O. BOX 9426, Wilmington, DE 19809-9938. PFPC Inc. has been
engaged to forward the enclosed proxy material and to tabulate proxies returned
by mail.
PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
<TABLE>
<CAPTION>
FOR
FOR ALL WITH
ALL OR EXCEPT OR HOLD
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW AND MARK CENTER BOX TO RIGHT.) / / / / / /
Margo N. Alexander, Richard Q. Armstrong, E.
Garrett Bewkes, Jr., Richard R. Burt, Meyer
Feldberg, John R. Torell III, William D. White
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
2. Ratification of the selection of Ernst & Young / / / / / /
LLP as the Fund's independent auditors for the
fiscal year ending March 31, 1996.
</TABLE>
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held jointly, each
Shareholder named should sign. If
only one signs, his or her
signature will be binding. If the
Shareholder is a corporation, the
President or a Vice President
should sign in his or her own
name, indicating title. If the
Shareholder is a partnership, a
partner should sign in his or her
own name, indicating that he or
she is a 'Partner.'
Sign exactly as name appears
hereon.
__________________________ (L.S.)
__________________________ (L.S.)
Date ____________________, 19____
<PAGE>
PAINEWEBBER PREMIER INSURED MUNCIPAL INCOME FUND INC. COMMON STOCK
ANNUAL MEETING OF SHAREHOLDERS--JULY 27, 1995 PROXY
The undersigned hereby appoints as proxies GREGORY K. TODD and GIOVANNI A.
URENA, and each of them (with power of substitution) to vote for the undersigned
all shares of the stock of the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority
to vote 'FOR' all proposals. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC. ('FUND').
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed postage paid envelope to:
PFPC Inc., P.O. BOX 9426, Wilmington, DE 19809-9938. PFPC Inc. has been
engaged to forward the enclosed proxy material and to tabulate proxies returned
by mail.
PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
<TABLE>
<CAPTION>
FOR
FOR ALL WITH
ALL OR EXCEPT OR HOLD
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW AND MARK CENTER BOX TO RIGHT.) / / / / / /
Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, John R. Torell III, William D.
White
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
2. Ratification of the selection of Ernst & Young
LLP as the Fund's independent auditors for the
fiscal year ending March 31, 1996. / / / / / /
</TABLE>
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held jointly, each
Shareholder named should sign. If
only one signs, his or her
signature will be binding. If the
Shareholder is a corporation, the
President or a Vice President
should sign in his or her own
name, indicating title. If the
Shareholder is a partnership, a
partner should sign in his or her
own name, indicating that he or
she is a 'Partner.'
Sign exactly as name appears
hereon.
__________________________ (L.S.)
__________________________ (L.S.)
Date ____________________, 19____
