<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INSURED MUNICIPAL INCOME FUND INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
.......................................................
(5) Total fee paid:
.......................................................
[ ] 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:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
INSURED MUNICIPAL INCOME FUND INC.
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
JULY 17, 1997
---------------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of Insured Municipal Income Fund Inc.
('Fund') will be held on July 17, 1997 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 seven (7) directors to serve until the annual meeting of
shareholders in 1998, 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, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
MATTERS TO BE VOTED UPON ONLY BY HOLDERS OF AUCTION PREFERRED SHARES:
(4) To elect two (2) directors to serve until the annual meeting of
shareholders in 1998 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 16, 1997. 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
May 30, 1997
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.
<PAGE>
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund in validating your
vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- --------------------------------------------------------- -------------------------------
<S> <C>
Corporate Accounts
(1) ABC Corp........................................ ABC Corp.
John Doe, Treasurer
(2) ABC Corp........................................ John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer............... John Doe
(4) ABC Corp. Profit Sharing Plan................... John Doe, Treasurer
Partnership Accounts
(1) The XYZ Partnership............................. Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership............ Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account............................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/78............. Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA/UTMA.................... John B. Smith
(2) Estate of John B. Smith......................... John B. Smith, Executor
</TABLE>
<PAGE>
<PAGE>
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 17, 1997
This statement is furnished to the shareholders of 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 17, 1997, or any adjournment or adjournments thereof. This proxy
statement will first be mailed to shareholders on or about May 30, 1997.
A majority of the shares outstanding on May 16, 1997, 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.
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 be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
but will have no effect on Proposal 1 and 4, for which the required vote
is a plurality, or Proposal 2, for which the required vote is a majority.
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. Each full
share of the Fund's common stock or APS is entitled to one vote and each
fractional share of the Fund's common stock or APS is entitled to a
proportionate share of one vote. 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 by you or your duly appointed agent or
attorney-in-fact. With respect to the holders of the APS, if you give no voting
instructions, your shares will be voted FOR the nine nominees for director named
herein and FOR the remaining proposals described in this proxy statement. With
respect to the holders of the Fund's common stock, if you give no voting
instructions, your shares will be voted FOR the seven nominees for director for
which the holders of the common stock are entitled to vote and FOR the remaining
proposals described in this proxy statement. You may revoke any proxy card by
giving another proxy or by letter or telegram revoking the initial proxy. To be
effective, your revocation must be received by the Fund prior to the meeting and
must indicate your name and account number. In
<PAGE>
<PAGE>
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.
As of the record date, May 16, 1997, the Fund had outstanding 20,628,363
shares of common stock and 3,000 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 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 may act 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.
The Fund's annual report containing financial statements for the fiscal
year ended March 31, 1997 is being mailed concurrently with this proxy
statement.
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 nine 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 as the directors that are to be elected by holders
of the APS. The other seven 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, Mary C. Farrell, George W.
Gowen, Frederic V. Malek and Carl W. Schafer have been nominated by management
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
nine nominees; and, if you are a holder of the common stock, your shares will be
voted in favor of the seven 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 and Feldberg have served as directors of the Fund since its
inception. Messrs. Armstrong and Burt have served as directors of the Fund since
February 15, 1995. Mrs. Alexander has served as a director of the Fund since May
11, 1995. Messrs. Gowen, Malek and Schafer and Ms. Farrell have served as
directors of the Fund since April 11, 1996. Directors shall be elected by the
vote of the holders of a plurality of the shares of the Fund present in person
or by proxy and entitled to vote thereon. If each of the nine nominees is
elected, they will constitute the entire board of directors of the Fund.
None of the current directors and executive officers as a group
(22 persons) beneficially owned any shares of the Fund's common stock or APS on
April 30, 1997.
2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS APRIL 30, 1997**
- ------------------------------- -------------------------------------------------------------- ------------------
<S> <C> <C>
Margo N. Alexander; 50* Director and president. Mrs. Alexander is president, chief --
executive officer and a director of Mitchell Hutchins (since
January 1995) and an executive vice president and director of
PaineWebber. Mrs. Alexander is president and a director or
trustee of 29 investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
Richard Q. Armstrong; 62 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
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 or trustee of 28
investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
E. Garrett Bewkes, Jr.; 70* Director and chairman of the board of directors. Mr. Bewkes is --
a director of PW Group (holding company of PaineWebber and
Mitchell Hutchins). Prior to December 1995, he was 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 NaPro BioTherapeutics, Inc. Mr.
Bewkes is a director or trustee of 29 investment companies for
which Mitchell Hutchins or PaineWebber serves as investment
adviser.
Richard R. Burt; 50 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 and Archer-
Daniels-Midland Co. (agricultural commodities). 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 a
director or trustee of 28 investment
</TABLE>
3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS APRIL 30, 1997**
- ------------------------------- -------------------------------------------------------------- ------------------
<S> <C> <C>
companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
Mary C. Farrell; 47* Director. Ms. Farrell is a managing director, senior --
investment strategist and member of the Investment Policy
Committee of PaineWebber. Ms. Farrell joined PaineWebber in
1982. She is a member of the Financial Women's Association and
Women's Economic Roundtable and is employed as a regular
panelist on Wall $treet Week with Louis Rukeyser. She also
serves on the Board of Overseers of New York University's
Stern School of Business. Ms. Farrell is a director or trustee
of 28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
Meyer Feldberg; 55 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 K-III
Communications Corporation, Federated Department Stores, Inc.
and Revlon, Inc. Dean Feldberg is a director or trustee of 28
investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
George W. Gowen; 67 Director. Mr. Gowen is a partner in the law firm of --
Dunnington, Bartholow & Miller. Prior to May 1994, he was a
partner in the law firm of Fryer, Ross & Gowen. Mr. Gowen is a
director of Columbia Real Estate Investments, Inc. Mr. Gowen
is a director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
Frederic V. Malek; 60 Director. Mr. Malek is chairman of Thayer Capital Partners --
(merchant bank). From January 1992 to November 1992, he was
campaign manager of Bush-Quayle '92. From 1990 to 1992, he was
vice chairman and, from 1989 to 1990, he was president of
Northwest Airlines Inc., NWA Inc. (holding company of
Northwest Airlines Inc.) and Wings Holding Inc. (holding
company of NWA Inc.). Prior to 1989, he was employed by the
Marriott Corporation (hotels, restaurants, airline catering
and contract feeding), where he most recently was an executive
vice president and president of Marriott Hotels and Resorts.
Mr. Malek is also a director of American Management Systems,
Inc. (management consulting and computer related services),
Automatic Data Processing, Inc., CB Commercial Group, Inc.
(real estate services), Choice Hotels International (hotel and
hotel franchising), FPL Group, Inc. (electric services),
Integra,
</TABLE>
4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS APRIL 30, 1997**
- ------------------------------- -------------------------------------------------------------- ------------------
<S> <C> <C>
Inc. (bio-medical), Manor Care, Inc. (health care), National
Education Corporation and Northwest Airlines Inc. Mr. Malek is
a director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
Carl W. Schafer; 61 Director. Mr. Schafer is president of the Atlantic Foundation --
(charitable foundation supporting mainly oceanographic
exploration and research). He is a director of Roadway
Express, Inc. (trucking), The Guardian Group of Mutual Funds,
Evans Systems, Inc. (motor fuels, convenience store and
diversified company), Electronic Clearing House, Inc.,
(financial transactions processing), Wainoco Oil Corporation
and Nutraceutix, Inc. (biotechnology company). Prior to
January 1993, he was chairman of the Investment Advisory
Committee of the Howard Hughes Medical Institute. Mr. Schafer
is a director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as an investment
adviser.
</TABLE>
- ------------
* Mrs. Alexander, Mr. Bewkes and Ms. Farrell are 'interested persons' of the
Fund as defined by the 1940 Act by virtue of their positions with Mitchell
Hutchins, PaineWebber and PW Group.
** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of shares owned.
The board of directors of the Fund met six times during the fiscal year
ended March 31, 1997. Each of the directors attended 75% or more of the board
meetings during the last fiscal year. The Audit and Contract Review Committee
('ACR Committee') of the board currently consists of Messrs. Armstrong, Burt,
Feldberg, Gowen, Malek and Schafer. The ACR Committee has established a
sub-committee that periodically reviews the contractual and audit arrangements
for the Fund and reports back to the full ACR Committee. Messrs. Burt, Feldberg,
Gowen and Schafer are members of this sub-committee. Each member of the Fund's
ACR Committee is also a member of a similar committee established by the board
of other investment companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser and also may be a member of a sub-committee established by
another fund's audit and contract review committee. The duties of the ACR
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 accountants, 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 accountants and to recommend whether to retain
such independent accountants for the next fiscal year; and (d) to report to the
board and make such recommendations as it deems necessary. The ACR Committee and
its sub-committee met once during the Fund's fiscal year ended March 31, 1997.
Each member of the ACR Committee and sub-committee attended those meetings.
The board does not have a standing nominating or compensation committee.
The Fund pays the Independent Directors $1,000 annually and $150 each board
meeting and for each separate meeting of a board committee. The chairmen of the
sub-committees of individual funds within the PaineWebber fund complex
5
<PAGE>
<PAGE>
receive additional annual compensation aggregating $15,000 each from the
relevant funds. 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. Each director will be subject to
mandatory retirement at the end of the year in which he or she becomes 72 years
old. The table below includes certain information relating to the compensation
of the Fund's directors for the fiscal year ended March 31, 1997.
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME OF FROM AND THE
PERSON, POSITION THE FUND* FUND COMPLEX**
- --------------------------------------------------------------------------------- ------------ --------------
<S> <C> <C>
Richard Q. Armstrong, Director................................................... $2,489 $ 59,873
Richard R. Burt, Director........................................................ $2,339 $ 51,173
Meyer Feldberg, Director......................................................... $2,448 $ 96,181
George W. Gowen, Director........................................................ $1,323 $ 92,431
Frederic V. Malek, Director...................................................... $1,323 $ 92,431
Carl W. Schafer, Director........................................................ $1,323 $ 62,307
John R. Torell III, Director***.................................................. $2,489 $ 60,123
</TABLE>
- ------------
Only independent members of the board are compensated by the Fund and identified
above; directors who are 'interested persons,' as defined by the 1940 Act, do
not receive compensation.
* Represents fees paid to each director during the fiscal year ended March 31,
1997.
** Represents total compensation paid to each director by 28 investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser during the twelve months ended December 31, 1996; no fund within the
complex has a bonus, pension, profit sharing or retirement plan.
*** No longer a director; not standing for election.
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Fund's financial statements for the fiscal year ended March 31, 1997
were audited by Ernst & Young LLP ('Ernst & Young'), independent auditors. In
addition, Ernst & Young prepares the Fund's federal and state annual income tax
returns.
The board of directors of the Fund has selected Ernst & Young as the
independent auditors for the Fund for the fiscal year ending March 31, 1998,
subject to ratification by shareholders of the Fund at the annual meeting. Ernst
& Young has been the Fund's independent auditors since its inception in June
1993. The ratification of Ernst & Young 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 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, provided a quorum is present.
Representatives of Ernst & Young 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.
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. The executive officers of the Fund, other than Mrs.
Alexander, who is a nominee for director, are:
6
<PAGE>
<PAGE>
ELBRIDGE T. GERRY III, age 40, vice president of the Fund (appointed April
1996). Mr. Gerry is a senior vice president and a portfolio manager of Mitchell
Hutchins. Prior to January 1996, he was with J.P. Morgan Private Banking where
he was responsible for managing municipal assets, including several municipal
bond funds. Mr. Gerry is a vice president of five investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
DENNIS MCCAULEY, age 50, vice president of the Fund (appointed September
1995). Mr. McCauley is a managing director and chief investment officer-fixed
income of Mitchell Hutchins. Prior to December 1994, he was director of fixed
income investments of IBM Corporation. Mr. McCauley is also a vice president of
19 investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
ANN E. MORAN, age 39, vice president and assistant treasurer of the Fund
(appointed June 1993) Ms. Moran is a vice president of Mitchell Hutchins. Ms.
Moran is a vice president and assistant treasurer of 29 investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
RICHARD S. MURPHY, age 42, vice president of the Fund (appointed December
1996). Mr. Murphy is a senior vice president and a portfolio manager of Mitchell
Hutchins. Prior to March 1994 Mr. Murphy was a vice president at American
International Group. Mr. Murphy is a vice president of two investment companies
for which Mitchell Hutchins or Paine Webber serves as investment adviser.
DIANNE E. O'DONNELL, age 45, vice president and secretary of the Fund
(appointed August 1992). Ms. O'Donnell is a senior vice president and deputy
general counsel of Mitchell Hutchins. Ms. O'Donnell is a vice president of 29
investment companies and secretary of 28 investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
EMIL POLITO, age 36, vice president of the Fund (appointed September 1996)
Mr. Polito is a senior vice president and director of operations and control for
Mitchell Hutchins. From March 1991 to September 1993 he was director of the
Mutual Funds Sales Support and Service Center for Mitchell Hutchins and
PaineWebber. Mr. Polito is a vice president of 29 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
VICTORIA E. SCHONFELD, age 46, vice president of the Fund (appointed May
1994). Ms. Schonfeld is a managing director and general counsel of Mitchell
Hutchins. Prior to May 1994, she was a partner in the law firm of Arnold &
Porter. Ms. Schonfeld is a vice president of 29 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
PAUL H. SCHUBERT, age 34, vice president (appointed September 1994) and
treasurer (appointed May 1997) of the Fund. Mr. Schubert is a first vice
president and director of the mutual fund finance division of Mitchell Hutchins.
From August 1992 to August 1994, he was a vice president at BlackRock Financial
Management, Inc. Prior to August 1992, he was an audit manager with Ernst &
Young LLP. Mr. Schubert is also a vice president and treasurer of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
BARNEY A. TAGLIALATELA, age 36, vice president and assistant treasurer of
the Fund (appointed May 1997). Mr. Taglialatela is a vice president and a
manager of the mutual fund finance division of Mitchell Hutchins. Prior to
February 1995, he was a manager of the mutual fund finance division of Kidder
Peabody Asset Management, Inc. Mr. Taglialatela is a vice president of 28
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
GREGORY K. TODD, age 40, vice president and assistant secretary of the Fund
(appointed June 1993). Mr. Todd is a first vice president and senior 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 a vice president and
assistant
7
<PAGE>
<PAGE>
secretary of nine investment companies and vice president and secretary of one
investment company for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
KEITH A. WELLER, age 35, vice president and assistant secretary of the Fund
(appointed September 1995). Mr. Weller is a first vice president and associate
general counsel of Mitchell Hutchins. Prior to joining Mitchell Hutchins in June
1995, he was an attorney with the law firm of Brown & Wood. Mr. Weller is a vice
president and assistant secretary of 28 investment companies for which Mitchell
Hutchins or PaineWebber serves as an investment adviser.
TERESA M. WEST, age 38, vice president of the Fund (appointed December
1993). Ms. West is a first vice president 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. West was a vice president
and manager -- legal administration of Mitchell Hutchins. Ms. West is a vice
president of 29 investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
IAN W. WILLIAMS, age 39, vice president and assistant treasurer of the Fund
(appointed May 1997). Mr. Williams is a vice president and a manager of the
mutual fund finance division of Mitchell Hutchins. Prior to June 1992, he was an
audit senior accountant with Price Waterhouse LLP. Mr. Williams is a vice
president of 28 investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
An initial report under Section 16(a) of the Securities Exchange Act of
1934 was not timely filed for Mr. Polito. This delayed report did not involve
any transactions in the Fund's common stock or APS but related to his election
as an officer. Also, a report of change in beneficial ownership under that
section was not timely filed for Mr. Bewkes. This delayed report involved a sale
of the Fund's common stock. The Fund is not aware of any outstanding reports
required to be filed by any director.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Fund's 1998 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 January 30, 1998. 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.
8
<PAGE>
<PAGE>
OTHER BUSINESS
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
May 30, 1997
It is important that you execute and return your proxy promptly.
9
<PAGE>
<PAGE>
- -------------------
INSURED
MUNICIPAL
INCOME FUND INC.
- -------------------
PROXY
STATEMENT
-------------------
INSURED
MUNICIPAL
INCOME FUND INC.
-------------------
------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
JULY 17, 1997
AND
PROXY STATEMENT
------------------
<PAGE>
<PAGE>
APPENDIX 1
APS
PROXY
-----
INSURED MUNICIPAL INCOME FUND INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - JULY 17, 1997
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES ROSEANNE HARFORD AND JENNIFER FARRELL
AND EACH OF THEM (WITH POWER OF SUBSTITUTION) TO VOTE FOR THE UNDERSIGNED ALL
SHARES OF COMMON 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 INSURED MUNICIPAL INCOME FUND INC.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed 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 by mail.
PLEASE INDICATE YOUR VOTE BY AN `X' IN THE APPROPRIATE BOX BELOW. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE 'FOR'
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR ALL OR FOR ALL EXCEPT OR WITHHOLD
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, Mary C. Farrell, Meyer Feldberg, George W. Gowen,
Frederic V. Malek, Carl W. Schafer.
</TABLE>
Continued and to be signed on reverse side
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as
the Fund's independent auditors for the fiscal
year ending March 31, 1998. [ ] [ ] [ ]
</TABLE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held by an individual, sign your name exactly as it appears on
this card. If shares are held jointly, either party may sign, but the name of
the party signing should conform exactly to the name shown on this proxy card.
If shares are held by a corporation, partnership or similar account, the name
and the capacity of the individual signing the proxy card should be
indicated -- for example: 'ABC Corp., John Doe, Treasurer.'
Sign exactly as name appears
hereon.
__________________________(L.S.)
__________________________(L.S.)
Date______________________, 199_
<PAGE>
<PAGE>
APPENDIX 2
COMMON STOCK
PROXY
-----
INSURED MUNICIPAL INCOME FUND INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - JULY 17, 1997
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES ROSEANNE HARFORD AND JENNIFER FARRELL
AND EACH OF THEM (WITH POWER OF SUBSTITUTION) TO VOTE FOR THE UNDERSIGNED ALL
SHARES OF COMMON 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 INSURED MUNICIPAL INCOME FUND INC.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed 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 by mail.
PLEASE INDICATE YOUR VOTE BY AN `X' IN THE APPROPRIATE BOX BELOW. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE 'FOR'
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR ALL OR FOR ALL EXCEPT OR WITHHOLD
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, Mary C.
Farrell, George W. Gowen, Frederic V. Malek, Carl W. Schafer.
</TABLE>
Continued and to be signed on reverse side
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending March 31,
1998. [ ] [ ] [ ]
</TABLE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held by an individual, sign your name exactly as it appears on
this card. If shares are held jointly, either party may sign, but the name of
the party signing should conform exactly to the name shown on this proxy card.
If shares are held by a corporation, partnership or similar account, the name
and the capacity of the individual signing the proxy card should be
indicated -- for example: 'ABC Corp., John Doe, Treasurer.'
Sign exactly as name appears
hereon.
_________________________(L.S.)
_________________________(L.S.)
Date_____________________, 199_
