INVESTMENT
GRADE MUNICIPAL INCOME FUND
INC.
|
(Name
of Registrant as Specified in Its Charter)
|
WESTERN
INVESTMENT LLC
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
ARTHUR
D. LIPSON
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK
PLUS PARTNERS, L.L.C.
BENCHMARK
PLUS MANAGEMENT, L.L.C.
SCOTT
FRANZBLAU
ROBERT
FERGUSON
MATTHEW
S. CROUSE
RICHARD
A. RAPPAPORT
WILLIAM
J. ROBERTS
GARY
G. SCHLARBAUM
ROBERT
A. WOOD
WALTER
S. BAER
LYNN
D. SCHULTZ
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
|
(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):
|
|
1.
|
To
elect Western’s slate of two (2) director nominees entitled to be elected
solely by holders of PPM’s Auction Preferred Shares to the Board, each to
hold office until the 2010 annual meeting of the Fund’s shareholders and
until their successors are elected and
qualify;
|
|
2.
|
To
elect Western’s slate of four (4) director nominees entitled to be elected
by all shareholders of the Fund to the Board, each to hold office until
the 2010 annual meeting of the Fund’s shareholders and until their
successors are elected and qualify;
|
|
3.
|
To
reject the Fund’s proposed new investment advisory and administration
contract between the Fund and UBS Global Asset Management (Americas) Inc.
(“UBS Global AM”), the Fund’s current investment
advisor;
|
|
4.
|
To
approve a proposal from a shareholder of the Fund, Karpus Management,
Inc., that the investment advisory agreement between the Fund and UBS
Global AM be terminated;
|
|
5.
|
To
approve a proposal from a shareholder of the Fund, Walter S. Baer,
recommending that the Board be prohibited from retaining UBS Global AM and
certain other entities as investment manager for the Fund;
and
|
|
6.
|
To
transact such other business as may properly come before the meeting or
any adjournment or postponement
thereof.
|
Thank
you for your support,
|
/s/
Arthur D. Lipson
|
Arthur
D. Lipson
|
Western
Investment LLC
|
If
you have any questions or need assistance voting your shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Shareholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
You
may also contact Western Investment LLC via email at
info@fixmyfund.com
|
PLEASE BE ADVISED:
·
The Fund continues to utilize the services of an investment advisor
that is a unit of a financial institution that has repeatedly failed to
meet the minimum standards of ethical behavior (page 5)
·
We believe the Board has failed to deliver on its promise to
attempt to reduce or eliminate any discount to the Fund’s per share net
asset value (page
6)
·
We wish to provide shareholders with the opportunity to elect
directors to the Board who are truly independent and who, if elected, will
work for shareholders to improve Board oversight and maximize shareholder
value (page
6)
·
We are significant shareholders in the Fund. Our
interests are aligned with yours (page 7)
|
|
1.
|
To
elect Western’s slate of two (2) director nominees (the “APS Director
Nominees”) entitled to be elected solely by holders of PPM’s Auction
Preferred Shares to the Board, each to hold office until the 2010 annual
meeting of the Fund’s shareholders and until their successors are elected
and qualify (the “APS Directors”);
|
|
2.
|
To
elect Western’s slate of four (4) nominees (together with the APS Director
Nominees, the “Nominees”) entitled to be elected by all shareholders of
the Fund to the Board, each to hold office until the 2010 annual meeting
of the Fund’s shareholders and until their successors are elected and
qualify;
|
|
3.
|
To
reject the Fund’s proposed new investment advisory and administration
contract between the Fund and UBS Global Asset Management (Americas) Inc.
(“UBS Global AM”), the Fund’s current investment advisor (the “New
Advisory Contract”);
|
|
4.
|
To
approve a proposal from a shareholder of the Fund, Karpus Management,
Inc., that the investment advisory agreement between the Fund and UBS
Global AM be terminated;
|
|
5.
|
To
approve a proposal from a shareholder of the Fund, Walter S. Baer,
recommending that the Board be prohibited from retaining UBS Global AM and
certain other entities as investment manager for the Fund;
and
|
|
6.
|
To
transact such other business as may properly come before the meeting or
any adjournment or postponement
thereof.
|
·
|
If
your Shares are registered in your own name, you may vote your Shares by
following the instructions detailed on the enclosed GOLD proxy card, by
signing, dating and mailing the enclosed GOLD proxy card to
Western, c/o Innisfree M&A Incorporated, in the enclosed postage-paid
envelope today.
|
·
|
If
any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific
instructions. Accordingly, please provide your broker or bank
with voting instructions to vote on your behalf the GOLD proxy
card. In addition, if you hold your Shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please follow the
instructions on the enclosed GOLD voting
form. Western urges you to confirm your instructions in writing
to the person responsible for your account and to provide a copy of such
instructions to Western, c/o Innisfree M&A Incorporated, who is
assisting in this solicitation, at the address and telephone numbers set
forth below, and on the back cover of this proxy statement, so that we may
be aware of all instructions and can attempt to ensure that such
instructions are followed.
|
|
·
|
UBS
executives sold $21 million of their own auction rate securities, while
UBS clients suffered;
|
|
·
|
A
conflict of interest arose between UBS and its customers to a devastating
degree; and
|
|
·
|
UBS
practiced profoundly deceptive sales practices with respect to auction
rate securities.
|
Quarter Ending
|
% (Discount) to NAV
|
September
30, 2004
|
(9.9)
|
December
31, 2004
|
(13.7)
|
March
31, 2005
|
(15.0)
|
June
30, 2005
|
(13.4)
|
September
30, 2005
|
(14.2)
|
December
31, 2005
|
(15.2)
|
March
31, 2006
|
(11.1)
|
June
30, 2006
|
(10.6)
|
September
30, 2006
|
(9.4)
|
December
31, 2006
|
(11.1)
|
March
31, 2007
|
(9.4)
|
June
30, 2007
|
(9.3)
|
September
30, 2007
|
(9.3)
|
December
31, 2007
|
(12.9)
|
March
31, 2008
|
(12.1)
|
June
30, 2008
|
(8.9)
|
September
30, 2008
|
(11.3)
|
Name of Nominee
|
Dollar
Range of Equity
Securities in PPM
|
Aggregate
Dollar Range of
Equity
Securities in All Funds
to be Overseen by
Nominee*
|
Arthur
D. Lipson**
|
Over
$100,000
|
Over
$100,000
|
Gary
G. Schlarbaum
|
--
|
--
|
Matthew
S. Crouse
|
--
|
--
|
William
J. Roberts
|
--
|
--
|
Richard
A. Rappaport
|
--
|
--
|
Robert
A. Wood
|
--
|
--
|
*
|
If
elected to the Board, the Nominees would not oversee any registered
investment company within the PPM fund complex other than the
Fund.
|
**
|
Mr.
Lipson, by virtue of the relationships described in further detail in the
“OTHER PARTICIPANT INFORMATION” section below, may be deemed an
“interested person” of the Fund within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940.
|
|
·
|
The
NYAG announced a multibillion dollar lawsuit charging affiliates of UBS
with securities fraud and deceptive practices that damaged thousands of
its customers.
|
|
o
|
While
the bank was protecting itself at the expense of its customers, the bank’s
top executives quickly sold off $21,000,000 of their personal holdings of
auction-rate securities (“ARS”).
|
|
·
|
The
MSD filed an action against affiliates of UBS concerning deceptive sales
practices and conflicts of interest relating to ARS. The action
highlighted, among other things:
|
|
o
|
“A
conflict of interest that arose between [an affiliate of] UBS and its
customers and the devastating effect that such conflict had on those
customers;”
|
|
o
|
An
affiliate of UBS’s “profoundly deceptive sales practices with respect to
ARS.”
|
|
·
|
A
U.S. Senate Subcommittee alleged that affiliates of UBS helped tax cheats
avoid billions in taxes. The report details allegations about
affiliates of UBS that knowingly shielded taxable income from regulators
to help their clients hide assets from the IRS. A tax fraud
investigation was commenced against affiliates of UBS relating to charges
of tax evasion.
|
WESTERN INVESTMENT LLC | |
November 26, 2008 |
Transaction
|
Quantity
|
Date
|
Price
($)
|
Western Investment Hedged Partners,
L.P.
|
Buy
|
1,250
|
02/14/08
|
12.7745
|
|
Buy
|
1,250
|
02/14/08
|
12.7000
|
|
Buy
|
2,300
|
07/14/08
|
12.8325
|
|
Buy
|
1,350
|
07/15/08
|
12.8099
|
|
Buy
|
2,000
|
07/15/08
|
12.8075
|
|
Buy
|
2,700
|
07/16/08
|
12.8069
|
|
Buy
|
1,400
|
07/17/08
|
12.8161
|
|
Buy
|
2,100
|
07/30/08
|
12.8375
|
|
Buy
|
100
|
07/31/08
|
12.8625
|
|
Buy
|
3,350
|
08/01/08
|
12.8525
|
|
Buy
|
500
|
08/04/08
|
12.8525
|
|
Buy
|
200
|
08/06/08
|
12.8725
|
|
Buy
|
5,009
|
08/07/08
|
12.8123
|
|
Buy
|
5,300
|
08/08/08
|
12.8289
|
|
Buy
|
1,917
|
08/11/08
|
12.8997
|
|
Buy
|
12,000
|
08/12/08
|
12.9338
|
|
Buy
|
7,600
|
08/13/08
|
13.0002
|
|
Buy
|
10,350
|
08/14/08
|
13.0371
|
|
Buy
|
3,971
|
08/15/08
|
13.0548
|
|
Buy
|
3,025
|
08/18/08
|
13.0930
|
|
Buy
|
4,800
|
08/19/08
|
13.0560
|
|
Buy
|
500
|
08/20/08
|
13.0885
|
|
Buy
|
1,200
|
08/21/08
|
13.0867
|
Buy
|
800
|
08/22/08
|
13.0925
|
|
Buy
|
1
|
08/25/08
|
13.1400
|
|
Buy
|
20,000
|
08/25/08
|
13.2198
|
|
Buy
|
6,050
|
08/26/08
|
13.1492
|
|
Buy
|
7,850
|
08/27/08
|
13.1146
|
|
Buy
|
100
|
08/28/08
|
13.0825
|
|
Buy
|
8,096
|
08/28/08
|
13.1306
|
|
Buy
|
2,533
|
09/02/08
|
13.1394
|
|
Buy
|
800
|
09/03/08
|
13.1663
|
|
Buy
|
4,100
|
09/04/08
|
13.1535
|
|
Buy
|
100
|
09/04/08
|
13.1285
|
|
Buy
|
3,200
|
09/08/08
|
13.1678
|
|
Buy
|
1,418
|
09/09/08
|
13.1785
|
|
Buy
|
1,700
|
09/10/08
|
13.1585
|
|
Buy
|
2,627
|
09/11/08
|
13.1551
|
|
Buy
|
6,900
|
09/12/08
|
13.0807
|
|
Buy
|
2,200
|
09/16/08
|
12.5275
|
|
Buy
|
1,000
|
09/17/08
|
12.5325
|
Buy
|
3,400
|
09/30/08
|
11.1757
|
|
Buy
|
6,132
|
10/01/08
|
11.4244
|
|
Buy
|
100
|
10/02/08
|
11.3525
|
|
Buy
|
2,000
|
10/02/08
|
11.3703
|
|
Buy
|
7,433
|
10/06/08
|
11.1338
|
|
Buy
|
8,600
|
10/07/08
|
10.9732
|
|
Buy
|
7,375
|
10/08/08
|
10.5720
|
|
Buy
|
1,200
|
11/11/08
|
10.6608
|
|
Buy
|
1,000
|
11/17/08
|
10.7075
|
Western Investment Activism Partners
LLC
|
Buy
|
3,500
|
08/25/08
|
13.1393
|
|
Buy
|
6,667
|
08/25/08
|
13.2203
|
|
Buy
|
2,016
|
08/26/08
|
13.1509
|
|
Buy
|
700
|
08/26/08
|
13.1585
|
|
Buy
|
2,616
|
08/27/08
|
13.1159
|
|
Buy
|
2,697
|
08/28/08
|
13.1319
|
|
Buy
|
2,100
|
09/05/08
|
13.1609
|
|
Buy
|
4,200
|
09/10/08
|
13.1527
|
|
Western Investment Total Return Partners
L.P.
|
Buy
|
975
|
12/27/07
|
12.7044
|
|
Buy
|
5,963
|
12/28/07
|
12.7607
|
|
Buy
|
9,975
|
12/31/07
|
12.8364
|
|
Buy
|
1,100
|
01/02/08
|
12.9325
|
|
Buy
|
800
|
01/22/08
|
13.2556
|
|
Buy
|
1,250
|
02/14/08
|
12.7665
|
|
Buy
|
1,250
|
02/14/08
|
12.7125
|
|
Buy
|
1,350
|
02/15/08
|
12.5344
|
|
Buy
|
6,375
|
03/05/08
|
12.2414
|
|
Buy
|
5,450
|
03/06/08
|
12.1091
|
|
Buy
|
4,463
|
03/07/08
|
12.0564
|
|
Buy
|
2,500
|
03/26/08
|
12.1900
|
|
Buy
|
700
|
03/27/08
|
12.3325
|
|
Buy
|
825
|
04/02/08
|
12.3725
|
|
Buy
|
1,313
|
04/03/08
|
12.3419
|
|
Buy
|
1,200
|
04/11/08
|
12.4925
|
|
Buy
|
1,650
|
04/21/08
|
12.6701
|
|
Buy
|
900
|
04/22/08
|
12.6671
|
|
Buy
|
2,100
|
04/24/08
|
12.6768
|
|
Buy
|
2,250
|
04/25/08
|
12.6003
|
|
Buy
|
2,100
|
04/28/08
|
12.5714
|
|
Buy
|
3,750
|
04/29/08
|
12.5444
|
|
Buy
|
1,050
|
05/15/08
|
12.9720
|
|
Buy
|
1,800
|
05/20/08
|
13.0125
|
|
Buy
|
1,000
|
05/27/08
|
13.0955
|
|
Buy
|
3,338
|
05/29/08
|
13.1245
|
|
Buy
|
5,000
|
05/30/08
|
13.0991
|
|
Buy
|
3,300
|
06/02/08
|
13.0625
|
|
Buy
|
3,500
|
06/03/08
|
13.0544
|
|
Buy
|
1,200
|
06/10/08
|
13.0525
|
|
Buy
|
2,000
|
06/11/08
|
12.9973
|
|
Buy
|
1,400
|
06/18/08
|
12.9025
|
|
Buy
|
675
|
06/19/08
|
12.8592
|
|
Buy
|
200
|
06/20/08
|
12.7525
|
|
Buy
|
900
|
06/23/08
|
12.7481
|
|
Buy
|
1,700
|
06/24/08
|
12.7393
|
|
Buy
|
1,388
|
06/25/08
|
12.6898
|
|
Buy
|
500
|
06/27/08
|
12.7225
|
|
Buy
|
369
|
07/01/08
|
12.8306
|
|
Buy
|
4,000
|
07/02/08
|
12.8506
|
|
Buy
|
4,800
|
07/03/08
|
12.7849
|
|
Buy
|
5,200
|
07/07/08
|
12.8445
|
|
Buy
|
800
|
07/09/08
|
12.7750
|
Buy
|
2,700
|
07/16/08
|
12.8051
|
|
Buy
|
500
|
08/14/08
|
13.0285
|
|
Buy
|
6,666
|
08/25/08
|
13.2203
|
|
Buy
|
2,017
|
08/26/08
|
13.1509
|
|
Buy
|
2,617
|
08/27/08
|
13.1159
|
|
Buy
|
2,000
|
08/27/08
|
13.1233
|
|
Buy
|
2,699
|
08/28/08
|
13.1319
|
|
Buy
|
2,534
|
09/02/08
|
13.1394
|
|
Buy
|
2,100
|
09/05/08
|
13.1609
|
|
Buy
|
2,627
|
09/11/08
|
13.1551
|
|
Buy
|
1,700
|
09/23/08
|
11.8142
|
|
Buy
|
3,400
|
09/30/08
|
11.1757
|
|
Buy
|
6,131
|
10/01/08
|
11.4244
|
|
Buy
|
2,000
|
10/02/08
|
11.3703
|
|
Buy
|
450
|
10/06/08
|
11.0958
|
|
Buy
|
7,433
|
10/06/08
|
11.1338
|
|
Buy
|
8,600
|
10/07/08
|
10.9732
|
|
Buy
|
7,376
|
10/08/08
|
10.5720
|
|
Buy
|
3,831
|
10/09/08
|
9.9919
|
|
Buy
|
1,000
|
10/10/08
|
7.9525
|
|
Buy
|
4,050
|
10/13/08
|
9.0546
|
|
Buy
|
4,050
|
10/14/08
|
9.7209
|
|
Buy
|
1,700
|
10/15/08
|
9.5619
|
|
Western Investment Institutional Partners
LLC
|
||||
Buy
|
1,350
|
02/15/08
|
12.5344
|
|
Sell
|
1,350
|
07/15/08
|
12.7999
|
Benchmark Plus Institutional Partners,
L.L.C.
|
|||
Buy
|
650
|
12/27/07
|
12.6919
|
|
Buy
|
3,975
|
12/28/07
|
12.7482
|
|
Buy
|
6,650
|
12/31/07
|
12.8239
|
|
Buy
|
4,250
|
03/05/08
|
12.2438
|
|
Buy
|
3,500
|
03/06/08
|
12.1120
|
|
Buy
|
2,975
|
03/07/08
|
12.0598
|
|
Buy
|
900
|
03/27/08
|
12.3436
|
|
Buy
|
550
|
04/02/08
|
12.3907
|
|
Buy
|
875
|
04/03/08
|
12.3533
|
|
Buy
|
800
|
04/11/08
|
12.5050
|
|
Buy
|
1,100
|
04/21/08
|
12.6792
|
|
Buy
|
600
|
04/22/08
|
12.6838
|
|
Buy
|
1,400
|
04/24/08
|
12.6839
|
|
Buy
|
1,500
|
04/25/08
|
12.6070
|
|
Buy
|
1,400
|
04/28/08
|
12.5785
|
|
Buy
|
2,500
|
04/29/08
|
12.5484
|
|
Buy
|
1,200
|
05/20/08
|
13.0208
|
|
Buy
|
2,225
|
05/29/08
|
13.1290
|
|
Buy
|
2,500
|
05/30/08
|
13.1021
|
|
Buy
|
1,200
|
06/02/08
|
13.0708
|
|
Buy
|
2,000
|
06/03/08
|
13.0594
|
|
Buy
|
925
|
06/25/08
|
12.7006
|
|
Buy
|
1,000
|
07/21/08
|
12.8325
|
|
Buy
|
1,400
|
10/22/08
|
9.9939
|
|
Buy
|
3,800
|
10/23/08
|
10.3377
|
|
Buy
|
5,800
|
10/24/08
|
10.1285
|
|
Buy
|
1,700
|
10/28/08
|
10.5325
|
|
Buy
|
2,100
|
10/28/08
|
10.5229
|
|
Buy
|
300
|
11/07/08
|
11.0058
|
|
Buy
|
1,000
|
11/11/08
|
10.6500
|
|
Buy
|
2,000 |
11/20/08
|
10.2730
|
Benchmark Plus Partners,
L.L.C.
|
|||
Buy
|
1,250
|
02/14/08
|
12.7745
|
|
Buy
|
1,250
|
02/14/08
|
12.7000
|
|
Buy
|
1,350
|
02/15/08
|
12.5418
|
|
Buy
|
2,000
|
05/30/08
|
13.1031
|
|
Buy
|
1,200
|
06/02/08
|
13.0708
|
|
Buy
|
450
|
06/19/08
|
12.8814
|
|
Buy
|
1,000
|
07/10/08
|
12.7595
|
|
Buy
|
1,800
|
07/16/08
|
12.8088
|
Western Investment
LLC
|
Buy
|
1,000
|
06/19/08
|
12.8985
|
Western Investment Total Return Fund,
Ltd.
|
Buy
|
975
|
12/27/07
|
12.7044
|
|
Buy
|
5,962
|
12/28/07
|
12.7607
|
|
Buy
|
9,975
|
12/31/07
|
12.8364
|
|
Buy
|
1,100
|
01/02/08
|
12.9325
|
|
Buy
|
800
|
01/22/08
|
13.2556
|
|
Buy
|
1,250
|
02/14/08
|
12.7665
|
|
Buy
|
1,250
|
02/14/08
|
12.7125
|
|
Buy
|
1,350
|
02/15/08
|
12.5344
|
|
Buy
|
6,375
|
03/05/08
|
12.2414
|
|
Buy
|
5,450
|
03/06/08
|
12.1091
|
|
Buy
|
4,462
|
03/07/08
|
12.0564
|
|
Buy
|
2,500
|
03/26/08
|
12.1900
|
|
Buy
|
700
|
03/27/08
|
12.3325
|
|
Buy
|
825
|
04/02/08
|
12.3725
|
|
Buy
|
1,312
|
04/03/08
|
12.3419
|
|
Buy
|
1,200
|
04/11/08
|
12.4925
|
|
Buy
|
1,650
|
04/21/08
|
12.6701
|
|
Buy
|
900
|
04/22/08
|
12.6671
|
|
Buy
|
800
|
04/23/08
|
12.6625
|
|
Buy
|
2,100
|
04/24/08
|
12.6768
|
|
Buy
|
2,250
|
04/25/08
|
12.6003
|
|
Buy
|
2,100
|
04/28/08
|
12.5714
|
|
Buy
|
3,750
|
04/29/08
|
12.5444
|
|
Buy
|
3,800
|
04/30/08
|
12.5754
|
|
Buy
|
1,100
|
05/01/08
|
12.6825
|
|
Buy
|
1,050
|
05/15/08
|
12.9720
|
|
Buy
|
1,800
|
05/20/08
|
13.0125
|
|
Buy
|
1,000
|
05/27/08
|
13.0955
|
|
Buy
|
3,337
|
05/29/08
|
13.1245
|
|
Buy
|
6,500
|
05/30/08
|
13.0989
|
|
Buy
|
3,300
|
06/02/08
|
13.0625
|
|
Buy
|
3,500
|
06/03/08
|
13.0544
|
|
Buy
|
3,500
|
06/04/08
|
13.0368
|
|
Buy
|
2,500
|
06/06/08
|
13.1025
|
|
Buy
|
1,200
|
06/10/08
|
13.0525
|
|
Buy
|
2,000
|
06/11/08
|
12.9973
|
|
Buy
|
900
|
06/12/08
|
12.9225
|
|
Buy
|
500
|
06/13/08
|
12.9025
|
|
Buy
|
1,400
|
06/18/08
|
12.9025
|
|
Buy
|
675
|
06/19/08
|
12.8592
|
|
Buy
|
900
|
06/23/08
|
12.7481
|
|
Buy
|
1,700
|
06/24/08
|
12.7393
|
|
Buy
|
1,387
|
06/25/08
|
12.6898
|
|
Buy
|
1,000
|
06/26/08
|
12.7025
|
|
Buy
|
500
|
06/27/08
|
12.7225
|
|
Buy
|
4,000
|
07/02/08
|
12.8506
|
|
Buy
|
4,900
|
07/03/08
|
12.7849
|
|
Buy
|
5,200
|
07/07/08
|
12.8445
|
|
Buy
|
1,589
|
07/25/08
|
12.7656
|
|
Buy
|
4,965
|
07/28/08
|
12.8238
|
|
Buy
|
1,100
|
07/29/08
|
12.8470
|
|
Buy
|
2,100
|
07/30/08
|
12.8375
|
Buy
|
3,350
|
08/01/08
|
12.8525
|
|
Buy
|
6,667
|
08/25/08
|
13.2203
|
|
Buy
|
2,017
|
08/26/08
|
13.1509
|
|
Buy
|
2,617
|
08/27/08
|
13.1159
|
|
Buy
|
2,000
|
08/27/08
|
13.1233
|
|
Buy
|
2,699
|
08/28/08
|
13.1319
|
|
Buy
|
2,533
|
09/02/08
|
13.1394
|
|
Buy
|
5,300
|
09/09/08
|
13.1879
|
|
Buy
|
2,627
|
09/11/08
|
13.1551
|
|
Buy
|
1,800
|
09/15/08
|
12.9053
|
|
Buy
|
1,434
|
09/25/08
|
11.5888
|
|
Buy
|
3,400
|
09/30/08
|
11.1757
|
|
Buy
|
6,131
|
10/01/08
|
11.4244
|
|
Buy
|
2,000
|
10/02/08
|
11.3703
|
|
Buy
|
800
|
10/03/08
|
11.3963
|
|
Buy
|
450
|
10/06/08
|
11.0958
|
|
Buy
|
7,434
|
10/06/08
|
11.1338
|
|
Buy
|
8,600
|
10/07/08
|
10.9732
|
|
Buy
|
7,376
|
10/08/08
|
10.5720
|
|
Buy
|
3,831
|
10/09/08
|
9.9919
|
|
Buy
|
4,050
|
10/13/08
|
9.0546
|
|
Buy
|
4,050
|
10/14/08
|
9.7209
|
|
Buy
|
1,700
|
10/15/08
|
9.5619
|
|
Buy
|
2,000
|
11/10/08
|
10.8550
|
Arthur D. Lipson
None
|
|||
Scott Franzblau
None
|
|||
Robert Ferguson
|
|||
None
|
Matthew S. Crouse
|
|||
None
|
|||
Richard A. Rappaport
|
|||
None
|
|||
William J. Roberts
|
|||
None
|
|||
Gary G. Schlarbaum
|
|||
None
|
|||
Robert A. Wood
|
|||
None
|
|||
Walter S. Baer
|
|||
None
|
Buy
|
100
|
11/25/08
|
11.2000
|
Title of class
|
Name
and address of beneficial
owner
|
Amount and nature of beneficial
ownership
|
Percent of
Class*
|
Common
Stock
|
Karpus
Management Inc., d/b/a Karpus, Investment Management 183 Sully’s Trail,
Pittsford, NY 14534**
|
1,063,685
|
10.27
|
Common
Stock
|
Western
Investment, LLC
Arthur
D. Lipson
Western
Investment Hedged Partners L.P.
Western
Investment Activism Partners LLC
Western
Investment Total Return Partners L.P.
Western
Investment Total Return Fund Ltd.
Benchmark
Plus Institutional Partners, L.L.C.
Benchmark
Plus Partners, L.L.C.
Benchmark
Plus Management, L.L.C.
Scott
Franzblau
Robert
Ferguson
Matthew
S. Crouse
Richard
A. Rappaport
William
J. Roberts
Gary
G. Schlarbaum
Robert
A. Wood
Walter
S. Baer
7050
S. Union Park Center, Suite 590, Midvale, Utah 84047***
|
565,766
565,767
178,687
24,496
165,909
195,674
44,675
10,300
54,975
54,975
54,975
0
0
0
0
0
298****
|
5.46
5.46
1.72
0.24
1.60
1.89
0.43
0.10
0.53
0.53
0.53
0.00
0.00
0.00
0.00
0.00
0.00
|
Name of Director
|
Dollar
Range
of
Equity
Securities in PPM
|
Aggregate
dollar range of equity securities in all registered investment companies
overseen by nominee for which UBS Global AM or an affiliate serves as
investment advisor, sub-advisor or manager
(**)
|
Meyer
Feldberg*
|
None
|
Over
$100,000
|
Richard
Q. Armstrong
|
None
|
Over
$100,000
|
Alan
S. Bernikow
|
None
|
Over
$100,000
|
Richard
R. Burt
|
None
|
Over
$100,000
|
Bernard
H. Garil
|
None
|
Over
$100,000
|
Heather
R. Higgins
|
None
|
$50,001
- $100,000***
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE ▼
|
AUCTION
PREFERRED SHARES
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
▼
|
Nominees:
(01)
Arthur D. Lipson
(02)
William J. Roberts
(03)
Matthew S. Crouse
(04)
Richard A. Rappaport
(05)
Gary G. Schlarbaum
(06)
Robert A. Wood
|
FOR
ALL
NOMINEES
[ ]
|
WITHHOLD
AUTHORITY TO
VOTE
FOR ALL NOMINEES
[ ]
|
FOR
ALL EXCEPT NOMINEE(S)
WRITTEN
BELOW
____________________________
_____________________________
|
Proposal No.
3:
|
The
Company’s proposal to approve a new investment advisory and administration
contract with lower contractual fees between the Fund and UBS Global Asset
Management (Americas) Inc. (“UBS Global
AM”)
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
Proposal No.
4:
|
A
shareholder proposal to terminate the investment advisory agreement
between the Fund and UBS Global AM
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
Proposal No.
5:
|
A
shareholder proposal recommending the Board of Directors be prohibited
from retaining UBS Global AM and certain other entities as investment
manager
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE ▼
|
COMMON
STOCK
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
▼
|
Nominees:
(01)
Arthur D. Lipson
(02)
William J. Roberts
(03)
Richard A. Rappaport
(04)
Gary G. Schlarbaum
|
FOR
ALL
NOMINEES
[ ]
|
WITHHOLD
AUTHORITY TO
VOTE
FOR ALL NOMINEES
[ ]
|
FOR
ALL EXCEPT NOMINEE(S)
WRITTEN
BELOW
____________________________
_____________________________
|
Proposal No.
3:
|
The
Company’s proposal to approve a new investment advisory and administration
contract with lower contractual fees between the Fund and UBS Global Asset
Management (Americas) Inc. (“UBS Global
AM”)
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
Proposal No.
4:
|
A
shareholder proposal to terminate the investment advisory agreement
between the Fund and UBS Global AM
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
Proposal No.
5:
|
A
shareholder proposal recommending the Board of Directors be prohibited
from retaining UBS Global AM and certain other entities as investment
manager
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|