INSURED
MUNICIPAL INCOME FUND INC.
SPECIAL
MEETING OF SHAREHOLDERS
DECEMBER
10, 2009
SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS OF INSURED MUNICIPAL INCOME FUND
INC.
The
undersigned hereby appoints Andrew Dakos and Phillip Goldstein, and each of
them, as proxies of the undersigned, each with the power to appoint his
substitute, for the Special Meeting of Shareholders of Insured Municipal Income
Fund Inc. (the “Fund”) to be held on December 10, 2009, at 11:00 AM Eastern
time, at the offices of Blank Rome LLP, 405 Lexington Avenue, New York, NY 10174
(the “Meeting”), to vote, as designated below, all shares of the Fund held by
the undersigned at the close of business on October 30,
2009. Capitalized terms used without definition have the meanings
given to them in the accompanying Proxy Statement.
Date:
, 2009
VOTE
BY MAIL: COMPLETE, SIGN AND MAIL THIS PROXY CARD
NOTE:
Please sign
exactly as your name appears on this Proxy. If joint owners, EITHER
may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.
Signature(s)
(Title(s),
if applicable)
This proxy will be voted as
specified below.
If
the proxy is executed, but with respect to a particular proposal no
specification is made, this proxy will be voted in favor of such proposal and in
the discretion of the above-named proxies as to any other matter that may
properly come before the Meeting or any adjournment or postponement
thereof.
Please indicate by filling in the appropriate box
below.
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Proposal 1.
|
To
elect the following nominees to hold office until
the
annual meeting of shareholders in 2010 and until
their
successors are elected and qualify or until they
resign
or are otherwise removed: Mr. James Chadwick,
Mr.
Ben Harris and Mr. Charles Walden
|
FOR ALL
o
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AGAINST
ALL
o
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FOR
ALL
EXCEPT
o
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ABSTAIN
o
|
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To
withhold authority to vote, mark “For All Except” and write the Nominee’s
name on the line below:
|
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Proposal
2.
|
To
approve a new investment advisory agreement
between
the Fund and
Brooklyn
Capital Management, LLC
|
|
AGAINST
¨
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ABSTAIN
¨
|
|
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Proposal
3.
|
To
approve the replacement of the Fund’s
fundamental
investment objective with a
non-fundamental
investment objective of
providing
total return
|
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AGAINST
¨
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ABSTAIN
¨
|
|
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Proposal
4.
|
To
eliminate the Fund’s fundamental investment
policy
to invest at least 80% of its net assets in
insured
municipal obligations
|
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AGAINST
¨
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ABSTAIN
¨
|
|
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Proposal
5.
|
To
ratify the selection of Tait, Weller & Baker LLP
as
the Fund’s independent registered public
accounting
firm for the fiscal year ending
|
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AGAINST
¨
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ABSTAIN
¨
|
|
|
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In
their discretion, the named proxies may vote
upon
any other matters which may legally come
before
the Meeting, or any adjournment
thereof.
|
|
|
|
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WE
NEED YOUR VOTE BEFORE DECEMBER 10, 2009
Your vote
is important. If you are unable to attend the Meeting in person, we
urge you to complete, sign, date and return this proxy card using the enclosed
postage prepaid envelope. Your prompt return of the proxy will help
assure a quorum at the Meeting and avoid additional expenses associated with
further solicitation. Sending in your proxy will not prevent you from
personally voting your shares at the Meeting. You may revoke your
proxy before it is voted at the Meeting by submitting to the Secretary of the
Fund a written notice of revocation or a subsequently signed proxy card, or by
attending the Meeting and voting in person.
Important
Notice regarding the Availability of Proxy Materials for the Special Meeting of
Shareholders to Be Held on December 10, 2009: The Notice of Special Meeting of
Shareholders and Proxy Statement are available on the Internet at
www.icommaterials.com.
THANK
YOU FOR YOUR TIME