DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
10/23/08
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
1,952,570
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,952,570
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,952,570
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. PURPOSE OF TRANSACTION
..
The filing persons are co-plaintiffs in a Maryland action calling
for the dissolution of the issuer.(See exhibit 1.) The filing
persons do not have an agreement with any of the co-plaintiffs to
buy, sell, hold or vote their shares of the issuer.
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 1,952,570 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.
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: 10/28/08
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
President, Kimball and Winthrop, Inc.
Managing General Partner, BIGP
Exhibit 1:
BULLDOG INVESTORS GENERAL * IN THE
PARTNERSHIP,
60 Heritage Drive * CIRCUIT COURT
Pleasantville, NY 10570
* FOR
BENCHMAK PLUS INSTITUTIONAL
PARTNERS, L.L.C., * BALTIMORE CITY
820 A Street, Suite 700
Tacoma, WA 98402 *
BENCHMARK PLUS PARTNERS, L.L.C., * Case No.:___________
820 A Street, Suite 700
Tacoma, WA 98402 *
KARPUS INVESTMENT MANAGEMENT, *
183 Sullys Trail
Pittsford, NY 14534 *
1607 CAPITAL PARTNERS, *
4991 Lakebrook Drive, Suite 125
Glen Allen, VA 23060 *
WESTERN INVESTMENT TOTAL RETURN *
PARTNERS L.P.
7050 S. Union Park Center, Suite 590 *
Midvale, UT 84047
*
WESTERN INVESTMENT TOTAL RETURN
FUND LTD. *
7050 S. Union Park Center, Suite 590
Midvale, UT 84047 *
WESTERN INVESTMENT HEDGED *
PARTNERS L.P.
7050 S. Union Park Center, Suite 590 *
Midvale, UT 84047
*
*
Plaintiffs, *
*
vs.
*
INSURED MUNICIPAL INCOME FUND, INC.
Serve on Resident Agent: *
CSC-Lawyers Incorporating Service Company
7 St. Paul Street, Suite 1660 *
Baltimore, Maryland 21202
*
Defendants.
*
* * * * * COMPLAINT
Petitioners, referred to herein as Petitioners, pursuant to Maryland
Corporations and Associations Code 3-413, allege the following upon
information and belief, except for those allegations that pertain to
petitioners, which are alleged upon personal knowledge.
1.Petitioner Bulldog Investors General Partnership(BIGP) owns 1,932,519
shares
of common stock of respondent Insured Municipal Income Fund and has been
a stockholder at all times material hereto.
2.Petitioner Benchmark Plus Institutional Partners, L.L.C. owns 129,699
shares of common stock of respondent Insured Municipal Income Fund and
has been a stockholder at all times material hereto.
3.Petitioner Benchmark Plus Partners, L.L.C. owns 49,158 shares of common
stock of respondent Insured Municipal Income Fund and has been a stockholder
at all times material hereto.
4.Petitioner Karpus Investment Management owns 2,035,022 shares of common
stock of respondent Insured Municipal Income Fund and has been a stockholder
at all times material hereto.
5.Petitioner 1607 Capital Partners owns 491,146 shares of common stock of
respondent Insured Municipal Income Fund and has been a stockholder at all
times material hereto.6.Petitioner Western Investment Total Return Partners
L.P. owns 234,616 shares of common stock of respondent Insured Municipal
Income Fund and has been a stockholder at all times material hereto.
7.Petitioner Western Investment Total Return Fund Ltd. owns 276,950 shares
of common stock of respondent Insured Municipal Income Fund and has been a
stockholder at all times material hereto.
8.Petitioner Western Investment Hedged Partners L.P. owns 55,775 shares of
common stock of respondent Insured Municipal Income Fund and has been a
stockholder at all times material hereto.
9.Defendant, referred to herein as Respondent, Insured Municipal Income Fund,
Inc.(the Fund) is a Maryland corporation, organized as a closed-end investment
company registered under the Investment Company Act of 1940, comprised of
common shares and auction rate preferred shares, the dividend rate on which
resets by periodic auction.10.The total number of outstanding shares of
the Fund equals 20,631,763, comprised of 20,628,363 shares of common stock
and 3400 shares of preferred stock. Petitioners in the aggregate own
5,204,885 shares of common stock, which constitutes more than 25% of
the outstanding shares of the respondent, and are entitled to cast more
than 25% of the votes in the election of directors of the Fund.
11.As of October 9, 2008, the Funds common shares were trading at a 24.9%
discount to its net asset value, and had been trading at a discount for
several months prior. 12. On or about April 9, 2008, petitioner BIGP
notified the Fund of its intention to submit nominations for directors
and to present a proposal to convert the Fund to an
open-end fund in order to eliminate the discount to net asset value for
shareholder approval at the 2008 annual shareholder meeting that had
not yet been scheduled.
Respondent Fund refused to permit BIGP to present its nominees and proposals
at the 2008 annual meeting of shareholders.
13.On April 11, 2008, the Fund announced that its 2008 annual meeting would
be held on July 17, 2008. On May 13, 2008, BIGP filed a preliminary proxy
statement on Schedule 14A with the Securities and Exchange Commission(the SEC)
soliciting proxies from shareholders for its slate of directors and its
proposal to convert the Fund to an open-end fund, which proxies were intended
to be presented at the upcoming annual meeting.
14.On May 30, 2008, respondent filed with the SEC a definitive proxy
statement relating to its annual meeting of shareholders scheduled to be held
on July 17, 2008.
Respondents filing did not include information about BIGPs proposal or nominees.
15.On June 13, 2008, BIGP filed its definitive proxy statement on Schedule 14A
with the SEC.
BIGP indicated that it believed that the board of directors would attempt to
prevent it from presenting its nominations and its proposal for open-ending
the Fund. Consequently, BIGPs proxy card included the following special
instruction: THIS PROXY MAY ONLY BE USED TO ESTABLISH
A QUORUM IF IT IS VOTED AS INSTRUCTED AND COUNTED. This special instruction
was included in order to insure that shareholders are not disenfranchised by
the board. 16.On or about June 16, 2008, BIGP sought to obtain a list of Fund
shareholders from respondent.
Respondent denied the request.The Fund refused to provide the list in the time
legally required and in time for BIGP to use it in connection with the
solicitation of proxies. Much later, the Fund granted BIGP access to its
list of record stockholders, because it determined that it was
required by law to do so.
17.BIGP obtained proxies from common shareholders to vote in favor of BIGPs
nominees and proposal, which proxies represent more than 25 percent of the
outstanding common shares of the Fund when aggregated with the BIGPs shares.
Because the board had indicated that it would not permit
BIGP to vote those proxies as directed, but would use the proxies to establish
a quorum to allow the management slate to be elected even though a plurality
of shareholders favored the BIGP candidates,
BIGP did not attend the meeting in order to comply with the direction on the
proxies that THIS PROXY MAY ONLY BE USED TO ESTABLISH A QUORUM IF IT IS VOTED
AS INSTRUCTED AND COUNTED.
18.The July 17, 2008 annual meeting was adjourned for failure to obtain a
quorum.
The meeting was rescheduled for September 3, 2008, and then again for
September 12,2008.Both meetings were adjourned for failure to obtain a quorum.
During this period, respondent continued to solicit proxies at the shareholders
expense in an attempt to obtain enough votes to reach a
quorum to elect managements incumbent directors. The Fund indicated in several
of its SEC filings that BIGPs nominees and proposal would not be permitted for
consideration at the annual meeting.BIGP did not vote its shares or the proxies
granted to it in accordance with the instructions of stockholders because
management had indicated that it would not permit votes to be cast for BIGPs
nominees or proposals. No directors were elected at the 2008 annual meeting.
19. BIGP believes that had it been permitted to vote its proxies in accordance
with the wishes of the stockholders, a quorum would have been achieved at the
annual meeting. BIGP further believes
that its candidates would have received more votes than those of management.
But for managements refusal to allow the proxies to be voted as directed,
shareholders would have elected directors and would almost certainly have
elected BIGPs candidates. Consequently, the shareholders are
so divided that directors cannot be elected to the board of the Fund.
20.Petitioners,as stockholders of the Fund entitled to cast at least 25 percent
of all the votes entitled to be cast in the election of directors, are entitled
to the dissolution of the Fund pursuant to Maryland Corporations and
Associations Code 3-413(a) on the ground that the
stockholders are so divided that directors cannot be elected.
WHEREFORE, petitioners demand that:
A. The Court dissolve the Fund pursuant to Maryland Corporations and
Associations Code 3-413(a);
B. The Court award to petitioners all costs of this proceeding including,
without limitation,
reasonable attorneys fees and expenses of experts; and
C. The Court grant such other and further relief as it may deem just,
proper and equitable.
Dated: October , 2008
Respectfully Submitted,
TYDINGS & ROSENBERG LLP
By: John B. Isbister
Christopher Heagy
100 East Pratt Street, 26th Floor
Baltimore, Maryland 21202
(410) 752-9700
CHITWOOD HARLEY HARNES LLP
By: Gregory E. Keller
2300 Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 873-3900
Attorneys for Plaintiffs