Edgar Filing: INVESTMENT GRADE MUNICIPAL INCOME FUND

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 Under Rule
14a-12

Investment Grade Municipal Income Fund Inc.
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(Name of Registrant as Specified In Its Charter)

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(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)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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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):

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] 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:

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2) Form, Schedule or Registration Statement No.:

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INVESTMENT GRADE MUNICIPAL INCOME FUND INC.

----------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

JANUARY 15, 2004
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TO THE SHAREHOLDERS:

The annual meeting of shareholders of Investment Grade Municipal Income
Fund Inc. (the "Fund") will be held on January 15, 2004, at 10:00 a.m., Eastern
time, on the 16th Floor of the CBS Building located at 51 West 52nd Street, New
York, New York 10019-6114 for the following purposes:

MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS:

(1) To elect six (6) directors to serve until the annual meeting of
shareholders in 2005, or until their successors are elected and
qualified or until they resign or are otherwise removed; and

(2) 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:

(3) To elect two (2) directors to serve until the annual meeting of
shareholders in 2005, or until their successors are elected and
qualified or until they resign or are otherwise removed.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on November 21, 2003. 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,

AMY R. DOBERMAN
Secretary

November 28, 2003
51 West 52nd Street
New York, New York 10019-6114

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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 POSTAGE PAID 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, in the proxies' discretion, either
"FOR" or "AGAINST" any other business that may properly arise at the annual
meeting. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY.
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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:

REGISTRATION VALID SIGNATURE
----------------------------------------------------- -------------------------------

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, Trustee

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, Jr., Executor

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114

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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 15, 2004

This proxy statement is furnished to the shareholders of Investment Grade
Municipal Income Fund Inc. (the "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 January 15, 2004, at 10:00 a.m., Eastern
time, on the 16th Floor of the CBS Building located at 51 West 52nd Street, New
York, New York 10019-6114, or any adjournment or adjournments thereof. This
proxy statement and the related proxy card will first be mailed to shareholders
on or about November 28, 2003.

A majority of the shares outstanding on November 21, 2003, 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 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 marked
WITHHOLD on 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 Proposals 1 and 3, for which the required vote is a
plurality of the votes cast on the matter.

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 3, 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 by 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 eight nominees for director
named herein and, in the proxies' discretion, either FOR or AGAINST any other
business that may properly arise at the annual meeting. With respect to the
holders of the Fund's common stock, if you give no voting instructions, your

shares will be voted FOR the six nominees for director named herein for which
the holders of the common stock are entitled to vote and, in the proxies'
discretion, either FOR or AGAINST any other business that may properly arise at
the annual meeting. You may revoke any proxy card by giving another proxy or by
submitting a written notice of revocation to the Fund's Secretary at 51 West
52nd Street, New York, New York 10019-6114. To be effective, your 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.

As of the record date, November 21, 2003, the Fund had outstanding
10,356,667 shares of common stock and 1,600 shares of the APS, representing 800
Series A shares and 800 Series B 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 UBS Global
Asset Management (US) Inc. ("UBS Global AM") or UBS Financial Services Inc., 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.

UBS Global AM serves as the Fund's investment advisor and administrator.
UBS Global AM is an indirect wholly owned asset management subsidiary of UBS AG.
UBS AG is an international diversified organization with headquarters in Zurich,
Switzerland. UBS AG operates in many areas of the financial services industry.
The principal business offices of UBS Global AM are located at 51 West 52nd
Street, New York, New York 10019-6114. The principal business address of UBS AG
is Bahnhofstrasse 45, Zurich, Switzerland.

The Fund's annual report containing financial statements for the fiscal
year ended September 30, 2003, is being mailed to shareholders concurrently with
this proxy statement.

PROPOSALS 1 AND 3. ELECTION OF DIRECTORS

Proposals 1 and 3 relate to the election of directors of the Fund.
Management proposes the election of the eight nominees named in the table below.
Each nominee 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, or until he
or she resigns or is otherwise removed. Each of the nominees, except for Mr.
Storms, was last elected director at the Fund's January 2003 Annual Meeting of
Shareholders. Mr. Storms was appointed a director by the current board effective
June 30, 2003, and is being nominated for election by shareholders at the
January 2004 Annual Meeting. Mr. Storms previously served as a director of the
Fund from 1999 to 2001.

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 solely by
holders of the APS. The other six directors will be elected by holders of both
the outstanding common stock and APS, voting together as a single class. Richard
Q. Armstrong, David J. Beaubien, Richard R. Burt, Carl W. Schafer, Brian M.
Storms and William D. White have been nominated 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
APS shares will be voted FOR the election of all eight nominees; and, if you are
a holder of the common stock, your shares of common stock will be voted FOR the
six 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 FOR such other nominee or nominees as management may
recommend.

Directors, including those who are not "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940, as amended ("1940
Act") ("Independent Directors"), shall be elected by the affirmative vote of the
holders of a plurality of the shares of the Fund cast in person or by proxy and
entitled to vote thereon, provided a quorum is present. Proxies cannot be voted
for a greater number of persons than the number of nominees named. None of the
current directors and executive officers (17 persons) beneficially owned any
shares of the Fund's common stock or APS on October 31, 2003.

Listed in the table below, for each nominee, is a brief description of the
nominee's experience as a director of the Fund and as a director or trustee of
other funds, as well as other recent professional experience.

POSITION(S) LENGTH OF PRINCIPAL NUMBER OF PORTFOLIOS IN
HELD WITH TIME OCCUPATION(S) DURING FUND COMPLEX OTHER DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED PAST 5 YEARS OVERSEEN BY NOMINEE HELD BY NOMINEE
-------------------------- ------------- ------------ --------------------------- -------------------------- --------------------

INTERESTED DIRECTORS:
Margo N. Alexander*+; 56 Director Since 1996 Mrs. Alexander is Mrs. Alexander is a None
retired. She was an director or trustee of 19
executive vice president investment companies
of UBS Financial (consisting of 40
Services Inc. (March portfolios) for which UBS
1984 to December Global AM or one of
2002). She was chief its affiliates serves as
executive officer of UBS investment advisor,
Global AM (from sub-advisor or manager.
January 1995 to October
2000), a director (from
January 1995 to
September 2001) and
chairman (from March
1999 to September
2001).

Brian M. Storms*+: 48 Director Since 2003 Mr. Storms is chief Mr. Storms is a director None
and executive officer of UBS or trustee of 23
Chairman Global Asset investment companies
of the Management--Americas (consisting of 83
Board of region (since July 2002). portfolios) for which UBS
Directors Mr. Storms was chief Global AM or one of its
executive officer, affiliates serves as
president and/or chief investment advisor,
operating officer of UBS subadvisor or manager.
Global AM and certain
affiliated asset
management companies
from 1999 to July 2002.
He was president of
Prudential Investments
(1996-1999).

POSITION(S) LENGTH OF PRINCIPAL NUMBER OF PORTFOLIOS IN
HELD WITH TIME OCCUPATION(S) DURING FUND COMPLEX OTHER DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED PAST 5 YEARS OVERSEEN BY NOMINEE HELD BY NOMINEE
-------------------------- ------------ ------------ -------------------------- ---------------------------- -----------------------

INDEPENDENT DIRECTORS:
Richard Q. Armstrong; 68 Director Since 1995 Mr. Armstrong is Mr. Armstrong is a None
R.Q.A. Enterprises chairman and principal director or trustee of 19
One Old Church of R.Q.A. Enterprises investment companies
Road--Unit # 6 (management consulting (consisting of 40
Greenwich, CT 06830 firm) (since April 1991 portfolios) for which UBS
and principal occupation Global AM or one of
since March 1995). its affiliates serves as
investment advisor,
sub-advisor or manager.

David J. Beaubien; 69 Director Since 2001 Mr. Beaubien is Mr. Beaubien is a director Mr. Beaubien is also a
84 Doane Road chairman of Yankee or trustee of 19 director of IEC
Ware, MA 01082 Environmental Systems, investment companies Electronics, Inc., a
Inc., a manufacturer of (consisting of 40 manufacturer of
meteorological portfolios) for which UBS electronic assemblies.
measuring systems Global AM or one of
(since 1991). its affiliates serves as
investment advisor,
sub-advisor or manager.

Richard R. Burt; 56 Director Since 1995 Mr. Burt is chairman of Mr. Burt is a director or Mr. Burt is also a
1275 Pennsylvania Ave., Diligence LLC trustee of 19 investment director of Hollinger
N.W. (international companies (consisting of International Inc.
Washington, D.C. 20004 information and security 40 portfolios) for which (publishing), HCL
firm) and IEP Advisors UBS Global AM or one Technologies, Ltd.
(international of its affiliates serves as (software and
investments and investment advisor, information
consulting firm). sub-advisor or manager. technologies), The
Central European
Fund, Inc., The
Germany Fund, Inc.,
IGT, Inc. (provides
technology to gaming
and wagering industry)
and chairman of
Weirton Steel Corp.
(makes and finishes
steel products). He is
also a director or
trustee of funds in the
Scudder Mutual
Funds Family
(consisting of 47
portfolios).

Meyer Feldberg; 61 Director Since 1992 Mr. Feldberg is Dean Dean Feldberg is a Dean Feldberg is also
Columbia University and Professor of director or trustee of 33 a director of Primedia
101 Uris Hall Management of the investment companies Inc. (publishing),
New York, New York 10027 Graduate School of (consisting of 54 Federated Department
Business, Columbia portfolios) for which UBS Stores, Inc. (operator
University (since 1989). Global AM or one of of department stores),
its affiliates serves as Revlon, Inc.
investment advisor, (cosmetics), Select
sub-advisor or manager. Medical Inc.
(healthcare services)
and SAPPI, Ltd.
(producer of paper).

POSITION(S) LENGTH OF PRINCIPAL NUMBER OF PORTFOLIOS IN
HELD WITH TIME OCCUPATION(S) DURING FUND COMPLEX OTHER DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED PAST 5 YEARS OVERSEEN BY NOMINEE HELD BY NOMINEE
------------------------ ------------ ------------ --------------------------- --------------------------- ------------------------

Carl W. Schafer; 67 Director Since 1996 Mr. Schafer is president Mr. Schafer is a director Mr. Schafer is also a
66 Witherspoon Street of the Atlantic or trustee of 19 director of Labor
#1100 Foundation (charitable investment companies Ready, Inc. (temporary
Princeton, NJ 08542 foundation) (since 1993). (consisting of 40 employment),
portfolios) for which UBS Roadway Corp.
Global AM or one of (trucking), Guardian
its affiliates serves as Life Insurance
investment advisor, Company Mutual
sub-advisor or manager. Funds (consisting of
19 portfolios), the
Harding, Loevner
Funds (consisting of
three portfolios), E.I.I.
Realty Securities Trust
(investment company)
and Frontier Oil
Corporation.

William D. White; 69 Director Since 2001 Mr. White is retired Mr. White is a director or None
P.O. Box 199 (since 1994). trustee of 19 investment
Upper Black Eddy, PA companies (consisting of
18972 40 portfolios) for which
UBS Global AM or one
of its affiliates serves as
investment advisor,
sub-advisor or manager.

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* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.

+ Mrs. Alexander and Mr. Storms are "interested persons" of the Fund as
defined in the 1940 Act by virtue of their current or former positions
with UBS Global AM and/or any of its affiliates.

INFORMATION ABOUT NOMINEE OWNERSHIP OF FUND SHARES

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
DOLLAR RANGE REGISTERED INVESTMENT COMPANIES OVERSEEN BY
OF EQUITY NOMINEE FOR WHICH UBS GLOBAL AM OR AN
SECURITIES AFFILIATE SERVES AS INVESTMENT ADVISOR,
NOMINEE IN FUND+ SUB-ADVISOR OR MANAGER+
------------------------------ -------------- ---------------------------------------------------

INTERESTED DIRECTORS:
Margo N. Alexander ........... None Over $100,000
Brian M. Storms .............. None $1 -- $10,000
INDEPENDENT DIRECTORS:
Richard Q. Armstrong ......... None Over $100,000
David J. Beaubien ............ None Over $100,000
Richard R. Burt .............. None $10,001 -- $50,000
Meyer Feldberg ............... None Over $100,000
Carl W. Schafer .............. None Over $100,000
William D. White ............. None $10,001 -- $50,000

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+ Information regarding ownership of shares of the Fund is as of October 31,
2003; information regarding ownership of shares in all registered
investment companies overseen by nominee for which UBS Global AM or an
affiliate serves as investment advisor, sub-advisor or manager is as of
December 31, 2002.

As of December 31, 2002, the Independent Directors did not own any
securities issued by UBS Global AM or any company controlling, controlled by or
under common control with UBS Global AM.

The board of directors of the Fund met five times during the fiscal year
ended September 30, 2003. Each director attended 75% or more of the board
meetings during the last fiscal year. The board has established an Audit and
Contract Review Committee that acts pursuant to a written charter and is
responsible for, among other things: (i) overseeing the scope of the Fund's
audit; (ii) overseeing the Fund's accounting and financial reporting policies,
practices and internal controls; (iii) approving and recommending to the Board
for ratification, the selection, appointment, retention or termination of the
Fund's independent auditors, as well as determining the compensation thereof;
and (iv) reviewing the performance by certain of the Fund's service providers of
their contracts and arrangements with the Fund. A copy of the charter is
attached as Exhibit A. In fulfilling its duties, the Audit and Contract Review
Committee has: (a) reviewed and discussed the Fund's audited financial
statements with management; (b) discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61; (c)
received certain written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1 and discussed
the independent auditors' independence with them; and (d) based upon its review
of the above, recommended to the board that the Fund's audited financial
statements be included in the Fund's annual report to shareholders for the
fiscal year ended September 30, 2003. The Audit and Contract Review Committee
currently consists of Messrs. Armstrong, Beaubien, Burt, Feldberg, Schafer and
White, none of whom have any relationship to the Fund that may interfere with
the exercise of their independence from management or the Fund and each of whom
is independent as defined under the listing standards of the New York Stock
Exchange. Each member of the Fund's Audit and Contract Review Committee is also
a member of a similar committee established by the boards of certain other
investment companies for which UBS Global AM or an affiliate serves as
investment advisor, sub-advisor or manager. The Audit and Contract Review
Committee met five times during the fiscal year ended September 30, 2003, and
each member attended those meetings.

The board has also established a Nominating Committee that acts pursuant to
a written charter. The Nominating Committee is responsible for selecting and
nominating for consideration by the full Board candidates to be considered for
election/appointment as additional Independent Directors of the Board. The
Nominating Committee currently consists of Messrs. Feldberg, Schafer and White.
The Nominating Committee did not meet during the fiscal year ended September 30,
2003. The Nominating Committee will consider nominees recommended by
shareholders if a vacancy occurs. In order to recommend a nominee, a shareholder
should send a letter to the chairperson of the Nominating Committee, Mr. Meyer
Feldberg, care of the Secretary of the Fund at 51 West 52nd Street, New York,
New York 10019-6114 and indicate on the envelope "Nominating Committee." The
shareholder's letter should state the nominee's name and should include the
nominee's resume or curriculum vitae. The board does not have a standing
compensation committee.

Each Independent Director receives, in the aggregate from the UBS Global AM
funds, an annual retainer of $50,000 and a $10,000 fee for each regular board
meeting (and each in-person special board meeting) actually attended. Each such
board member is also entitled to a $2,000 fee for each special telephonic
meeting attended. The chairperson of the Audit and Contract Review Committee
receives annually $12,500. Until recently, the chairperson of the Nominating
Committee received annually $5,000; however, effective June 30, 2003, this
additional compensation for the chairperson of the Nominating Committee ceased.
The foregoing fees will be allocated among all such funds (or each relevant fund
in the case of a special meeting) as follows: (i) one-half of the expense will
be allocated pro rata based on the funds' relative net assets at the end of the
calendar quarter preceding the date of payment and (ii) one-half of the expense
will be allocated according to the number of such funds (i.e., expense divided
by number of

funds yields per fund allocation). No officer, director or employee of UBS
Global AM or one of its affiliates presently receives any compensation from the
Fund for acting as a board member or officer.

Each director who has attained the age of seventy-two (72) years will be
subject to retirement on the last day of the month in which he or she attains
such age. The table below includes certain information relating to the
compensation of the Fund's directors.

COMPENSATION TABLE+

TOTAL
COMPENSATION
AGGREGATE FROM THE FUND
NAME OF COMPENSATION AND THE
PERSON, POSITION FROM THE FUND* FUND COMPLEX**
---------------------------------------- ---------------- ---------------

Richard Q. Armstrong, Director ......... $434 $111,125
David J. Beaubien, Director ............ $386 $108,000
Richard R. Burt, Director .............. $386 $108,000
Meyer Feldberg, Director ............... $386 $210,250
Carl W. Schafer, Director .............. $386 $108,000
William D. White, Director ............. $386 $108,000

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+ Only Independent Directors are compensated by the funds for which UBS
Global AM or an affiliate serves as investment advisor, sub-advisor or
manager; directors who are "interested persons," as defined in the 1940
Act, do not receive compensation from the funds.

* Represents fees paid to each director during the fiscal year ended
September 30, 2003.

** Represents fees paid during the calendar year ended December 31, 2002 to
each board member by: (a) 22 investment companies in the case of Messrs.
Armstrong, Beaubien, Burt, Schafer and White; and (b) 36 investment
companies in the case of Mr. Feldberg for which UBS Global AM or one of
its affiliates served as investment advisor, sub-advisor or manager. No
fund within the UBS fund complex has a bonus, pension, profit sharing or
retirement plan.

INFORMATION CONCERNING INDEPENDENT AUDITORS

The Fund's financial statements for the fiscal year ended September 30,
2003, 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 and provides certain non-audit services. The Audit and Contract
Review Committee has considered whether the provision of those non-audit
services is compatible with maintaining Ernst & Young's independence. The board
of directors of the Fund has selected Ernst & Young as the independent auditors
for the Fund for the fiscal year ending September 30, 2004. Ernst & Young has
been the Fund's independent auditors since July 25, 2001. Ernst & Young has
informed the Fund that it has no material direct or indirect financial interest
in the Fund.

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.

AUDIT FEES

The aggregate fees billed by Ernst & Young for professional services
rendered for the audit of the Fund's annual financial statements for the most
recent fiscal year and the review of the financial statements included in the
Fund's reports to shareholders were approximately $12,600.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed by Ernst & Young for the most recent fiscal year
for professional services rendered for financial information systems design and
implementation services provided to the Fund, UBS Global AM and entities that
control, are controlled by or are under common control with UBS Global AM that
provide services to the Fund.

ALL OTHER FEES

There were approximately $116,900 in fees billed by Ernst & Young for the
most recent fiscal year for other services provided to the Fund, UBS Global AM
and entities that control, are controlled by or are under common control with
UBS Global AM that provide services to the Fund.

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 are:

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
POSITION(S) HELD LENGTH OF NUMBER OF PORTFOLIOS IN FUND COMPLEX
NAME, ADDRESS, AND AGE WITH THE FUND TIME SERVED FOR WHICH PERSON SERVES AS OFFICER
------------------------ ------------------ ------------- ------------------------------------------------

W. Douglas Beck*: 36 Vice President Since 2003 Mr. Beck is an executive director and head of
mutual fund product management of UBS
Global AM (since 2002). From March 1998 to
November 2002, he held various positions at
Merrill Lynch, the most recent being first vice
president and co-manager of the managed
solutions group. Mr. Beck is vice president of
22 investment companies (consisting of 81
portfolios) for which UBS Global AM or one of
its affiliates serves as investment advisor,
sub-advisor or manager.

Thomas Disbrow*; 37 Vice President Since 2000 Mr. Disbrow is a director and a senior manager
and Assistant of the mutual fund finance department of UBS
Treasurer Global AM. Prior to November 1999, he was a
vice president of Zweig/Glaser Advisers. Mr.
Disbrow is a vice president and assistant
treasurer of 19 investment companies
(consisting of 40 portfolios) for which UBS
Global AM or one of its affiliates serves as
investment advisor, sub-advisor or manager.

Amy R. Doberman*; 41 Vice President Since 2000 Ms. Doberman is a managing director and
and Secretary general counsel of UBS Global AM. From
December 1997 through July 2000, she was
general counsel of Aeltus Investment
Management, Inc. Ms. Doberman is a vice
president and assistant secretary of five
investment companies (consisting of 44
portfolios) and vice president and secretary of
19 investment companies (consisting of 40
portfolios) for which UBS Global AM or one of
its affiliates serves as investment advisor,
sub-advisor or manager.

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
POSITION(S) HELD LENGTH OF NUMBER OF PORTFOLIOS IN FUND COMPLEX
NAME, ADDRESS, AND AGE WITH THE FUND TIME SERVED FOR WHICH PERSON SERVES AS OFFICER
---------------------------- ------------------ ------------- ---------------------------------------------------

Elbridge T. Gerry III*; 46 Vice President Since 1996 Mr. Gerry is a managing director--fixed income
of UBS Global AM. Mr. Gerry is a vice
president of six investment companies
(consisting of 11 portfolios) for which UBS
Global AM or one of its affiliates serves as
investment advisor, sub-advisor or manager.

David M. Goldenberg*; 37 Vice President Since 2002 Mr. Goldenberg is an executive director and
and Assistant deputy general counsel of UBS Global AM.
Secretary From 2000 to 2002 he was director, legal affairs
at Lazard Asset Management. Mr. Goldenberg
served in various capacities, including most
recently as global director of compliance, for
SSB Citi Asset Management Group from 1996
to 2000. Mr. Goldenberg is a vice president and
secretary of five investment companies
(consisting of 44 portfolios) and a vice president
and assistant secretary of 19 investment
companies (consisting of 40 portfolios) for
which UBS Global AM or one of its affiliates
serves as investment advisor, sub-advisor or
manager.

Kevin J. Mahoney*; 38 Vice President Since 1999 Mr. Mahoney is a director and a senior
and Assistant manager of the mutual fund finance department
Treasurer of UBS Global AM. Prior to April 1999, he was
the manager of the mutual fund internal control
group of Salomon Smith Barney. Mr. Mahoney
is a vice president and assistant treasurer of 19
investment companies (consisting of 40
portfolios) for which UBS Global AM or one of
its affiliates serves as investment advisor,
sub-advisor or manager.

Paul H. Schubert*; 40 Vice President Since 1994 Mr. Schubert is an executive director and head
and Treasurer of the mutual fund finance department of UBS
Global AM. Mr. Schubert is treasurer and
principal accounting officer of three investment
companies (consisting of 41 portfolios), a vice
president and treasurer of 20 investment
companies (consisting of 41 portfolios), and
treasurer and chief financial officer of one
investment company (consisting of two
portfolios) for which UBS Global AM or one of
its affiliates serves as investment advisor,
sub-advisor or manager.

Joseph A. Varnas*: 36 President Since 2003 Mr. Varnas is a managing director (since March
2003), chief technology officer (since March
2001) and head of product, technology and
operations of UBS Global AM (since November
2002). From 2000 to 2001, he was manager of
product development in Investment Consulting
Services at UBS Financial Services Inc. Mr.
Varnas was a senior analyst in the Global
Securities Research and Economics Group at
Merrill Lynch from 1995 to 1999. Mr. Varnas is
president of 23 investment companies
(consisting of 82 portfolios) for which UBS
Global AM or one of its affiliates serves as
investment advisor, sub-advisor or manager.

Keith A. Weller*; 42 Vice President Since 1995 Mr. Weller is a director and senior associate
and Assistant general counsel of UBS Global AM. Mr. Weller
Secretary is a vice president and assistant secretary of 19
investment companies (consisting of 40
portfolios) for which UBS Global AM or one of
its affiliates serves as investment advisor,
sub-advisor or manager.

----------
* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.

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. Varnas. This delayed report did not involve
any transactions in the Fund's common stock but rather related to his election
as an officer.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 2005 annual meeting of shareholders should send such proposals to the
Secretary of the Fund at 51 West 52nd Street, New York, NY 10019-6114. In order
to be considered at that meeting, shareholder proposals must be received by the
Fund no later than July 31, 2004, and must satisfy the other requirements of the
federal securities laws.

OTHER BUSINESS

Management knows of no business to be presented at 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,

AMY R. DOBERMAN
Secretary

November 28, 2003

----------------------------------------------------------------------
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
----------------------------------------------------------------------

EXHIBIT A

AUDIT AND CONTRACT REVIEW COMMITTEE CHARTER

AMENDED AND RESTATED AS OF MAY 8, 2003

ESTABLISHMENT AND PURPOSE

This document serves as the Charter for the Audit and Contract Review
Committee (the "Committee") of the Board of each fund (the "Fund") advised by
UBS Global Asset Management (US) Inc. ("UBS Global") listed on Appendix A hereto
(each such Charter being a separate Charter). The primary purposes of the
Committee are to (a) oversee the scope of the Fund's audit, the quality and
objectivity of the Fund's financial statements, the Fund's accounting and
financial reporting policies and practices and its internal controls and, as
appropriate, the internal controls of certain service providers; (b) approve,
and recommend to the Board, for ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
determining the compensation thereof; (c) pre-approve all audit and non-audit
services provided to the Fund and certain other persons by such independent
auditors; and (d) review the performance by certain service providers and
approve their contracts and arrangements with the Fund.

With respect to its contract review function, the Committee will consider
the performance of UBS Global, the Fund's adviser, administrator and
distributor(1); the Fund's sub-advisors, if any; and, as deemed necessary or
appropriate by the Committee, any other service providers. The Committee will
determine whether compensation paid by the Fund pursuant to its contracts and
arrangements is reasonable and appropriate in light of the nature and quality of
the services rendered.

DUTIES AND RESPONSIBILITIES

AUDIT OVERSIGHT

The Fund's independent auditors are accountable to the Committee.

The Committee shall:

1. Approve, and recommend to the Board for the Board's ratification, the
selection, appointment, retention or termination of the Fund's
independent auditors, or of any other public accounting firm engaged
for the purpose of performing other audit, review or attest services
for the Fund.

2. Pre-approve (a) all audit and permissible non-audit services(2) to be
provided to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to

----------
(1) Open-end Funds only.

(2) The Committee will not approve non-audit services that the Committee
believes may taint the independence of the auditors. Currently,
permissible non-audit services include any professional services
(including tax services) that are not prohibited services as described
below, provided to the Fund by the independent auditors, other than those
provided to the Fund in connection with an audit or a review of the
financial statements of the Fund. Permissible non-audit services may not
include: (i) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (ii) financial information
systems design and implementation; (iii) appraisal or valuation services,
fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management
functions or human resources; (vii) broker or dealer, investment adviser
or investment banking services; (viii) legal services and expert services
unrelated to the audit; and (ix) any other service the Public Company
Accounting Oversight Board determines, by regulation, is impermissible.

A-1

UBS Global and any Covered Service Providers, if the engagement
relates directly to the operations and financial reporting of the
Fund. In carrying out this responsibility, the Committee shall seek
periodically from UBS Global and from the independent auditors a list
of such audit and permissible non-audit services that can be expected
to be rendered to the Fund, UBS Global or any Covered Service
Providers by the Fund's independent auditors, and an estimate of the
fees sought to be paid in connection with such services. The Committee
may delegate its responsibility to pre-approve any such audit and
permissible non-audit services to a sub-committee consisting of the
Chairperson of the Committee and two other members of the Committee as
the Chairperson, from time to time, may determine and appoint, and
such sub-committee shall report to the Committee, at its next
regularly scheduled meeting after the sub-committee's meeting, its
decision(s). From year to year, the Committee shall report to the
Board whether this system of pre-approval has been effective and
efficient or whether this Charter should be amended to allow for
pre-approval pursuant to such policies and procedures as the Committee
shall approve, including the delegation of some or all of the
Committee's pre-approval responsibilities to other persons (other than
UBS Global or the Fund's officers).

3. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors; receive periodic reports from the independent
auditors regarding the independent auditors' independence (including
receiving the independent auditors' specific representations as to
independence consistent with current statements of the Independence
Standards Board); and discuss such reports with the independent
auditors, and, if so determined by the Committee, recommend that the
Board take appropriate action to ensure the independence of the
independent auditors.

4. Review, in consultation with the independent auditors, the scope of
the Fund's proposed audit each year, including the audit procedures to
be utilized, and certain other matters in connection with the Fund's
financial statements.

5. Inquire of UBS Global and the independent auditors as to the Fund's
qualification under Subchapter M of the Internal Revenue Code and
amounts distributed and reported to shareholders for Federal tax
purposes.

6. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit,
relating to the conduct of the audit, including any matters required
to be discussed pursuant to Statement of Auditing Standards No. 61, or
any subsequent Statement.

7. Ensure that the independent auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships of
the auditors consistent with Independence Standards Board Standard No.
1, or any subsequent Statement.

----------
Pre-approval by the Committee of any permissible non-audit services is not
required so long as: (i) the aggregate amount of all such permissible
non-audit services provided to the Fund, UBS Global and any service providers
controlling, controlled by or under common control with UBS Global that
provide ongoing services to the Fund ("Covered Service Providers")
constitutes not more than 5% of the total amount of revenues paid to the
independent auditors (during the fiscal year in which the permissible
non-audit services are provided) by (a) the Fund, (b) its investment adviser
and (c) any entity controlling, controlled by, or under common control with
the investment adviser that provides ongoing services to the Fund during the
fiscal year in which the services are provided that would have to be approved
by the Committee; (ii) the permissible non-audit services were not recognized
by the Fund at the time of the engagement to be non-audit services; and (iii)
such services are promptly brought to the attention of the Committee and
approved by the Committee (or its delegate(s)) prior to the completion of the
audit.

A-2

8. Review, in consultation, as appropriate, with the independent auditors
and Fund service providers, matters relating to internal controls and
disclosure controls and procedures at the Fund and at the Fund's
service providers.

9. Request, receive and/or review from the independent auditors such
other materials as deemed necessary or advisable by the Committee in
the exercise of its duties under this charter; such materials may
include, without limitation, any other material written communications
bearing on the Fund's financial statements, or internal or disclosure
controls, between the independent auditors and the Fund, UBS Global,
the Fund's sub-adviser(s), if any, or other Fund service providers,
such as any management letter or schedule of unadjusted differences,
and any comment or "deficiency" letter received from a regulatory or
self-regulatory organization addressed to the Fund, UBS Global or the
Fund's sub-adviser(s), if any, that relates to services rendered to
the Fund.

10. [Closed-end Funds only] Establish procedures for the receipt,
retention and treatment of complaints that the Fund may receive
regarding Fund accounting, internal accounting controls or auditing
matters, including procedures for the confidential, anonymous
submission by Fund officers or employees or Fund service providers of
concerns regarding questionable accounting or auditing matters related
to the Fund.

11. Request that the independent auditors report to the Committee on any
unusual items or matters discovered during the course of any
semi-annual or other reviews.

12. [Closed-end Funds only] Consider and, if appropriate, recommend the
publication of the Fund's annual audited financial statements in the
Fund's annual report in advance of the printing and publication of the
annual report, based on its review and discussions of such annual
report with the independent auditors, the Fund's officers and UBS
Global.

13. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

CONTRACT REVIEW

1. Request such information as is deemed relevant by the Committee
regarding the performance of each of the contracts and arrangements
required to be reviewed and approved by the Board.

2. Review all information and data provided by the service providers in
connection with their performance of these contracts and arrangements.

3. Meet with such representatives of the service providers as the
Committee deems necessary.

4. Make recommendations to the Board concerning the initial approval
and/or continuation of each of the proposed contracts and arrangements
and the reasonableness and appropriateness of the proposed fees.

5. Consider such other matters as the Committee may deem appropriate in
carrying out the above responsibilities and any other matters that may
be assigned to it by the Board.

In performing its duties, the Committee shall be provided by UBS Global,
the Fund's sub-advisor(s), if any, or the Fund, as applicable, with such
information, data and services as the Committee shall request to discharge its
duties and responsibilities, shall consult as it deems appropriate with the
members of the Board, officers and employees of the Fund, UBS Global, the Fund's
sub-advisor(s), if any, the Fund's counsel and the Fund's other service
providers and, as it determines necessary to carry out its duties and at

A-3

the Fund's expense, may engage outside advisors and consultants. The Fund shall
provide appropriate funding for the Committee to carry out its duties and
responsibilities.

COMPOSITION

The Committee shall be composed of each Board member who has been
determined not to be an "interested person," as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended ("1940 Act"), of the
Fund (the "Independent Board Members"). Each member of the Committee must also
meet the independence and experience requirements as set forth in Section
303.01(b)(2)(a) of the New York Stock Exchange's Listed Company Manual. The
Committee shall elect a chairperson, who shall preside over Committee meetings
(the "Chairperson"). The Chairperson shall serve for a term of three years,
which term may be renewed from time to time.(3)

In addition, the Board shall use its best efforts to ensure that at least
one member of the Committee is an "audit committee financial expert," as
determined under the rules of the Securities and Exchange Commission. Appendix B
sets forth the audit committee financial expert requirements as of the date of
this amended and restated Charter. In the event that the Committee does not have
at least one such audit committee financial expert, the nominating committee of
the Board shall endeavor to identify and recommend to the Board a candidate that
meets such requirements or, in the event the Board does not, at such time, have
a nominating committee, the Board shall designate the Independent Board Members
as a committee to identify and recommend to the Board a candidate that meets
such requirements.

MEETINGS

The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each meeting.
Additional meetings shall be called as circumstances require. The Committee may
request any officer or employee of the Fund, the Fund's counsel, UBS Global, the
Fund's sub-adviser(s), if any, the Fund's independent auditors or other
interested persons to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Committee will meet with the
Fund's independent auditors at least once a year outside the presence of the
Fund's officers and other parties. The Committee may, in its discretion, also
meet outside the presence of the Fund's officers and other parties at other
times. Meetings of the Committee may be held in person, by telephone or by other
appropriate means.

One-third of the Committee's members shall constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting shall be determinative as to any matter submitted to a vote.

REPORTING

The Chairperson shall report to the Board on the result of its
deliberations and make such recommendations as deemed appropriate.

LIMITS ON ROLE OF COMMITTEE

While the Committee has the duties and responsibilities set forth in this
Charter, the Committee is not responsible for planning or conducting the Fund's
audit or for determining whether the Fund's financial

----------
(3) In the case of a newly-organized UBS fund, the Chairperson's term will be
coterminous with those of the other UBS funds listed on Schedule A, even
if such term is shorter than three years.

A-4

statements are complete and accurate and are in accordance with generally
accepted accounting principles. In fulfilling their responsibilities hereunder,
it is recognized that the members of the Committee are not full-time employees
of the Fund, it is not the duty or the responsibility of the Committee or its
members to conduct "field work" or other types of auditing or accounting reviews
or procedures or to set auditor independence standards, and each member of the
Committee shall be entitled to rely on (a) the integrity of those persons within
and outside the Fund from which it receives information; (b) the accuracy of the
financial and other information provided to the Committee absent actual
knowledge to the contrary (which shall be promptly reported to the Board); and
(c) statements made by the officers and employees of the Fund, UBS Global or
other third parties as to any information technology, internal audit and other
non-audit services provided by the independent auditors to the Fund. The review
of the Fund's financial statements by the Committee is not of the same quality
as the audit performed by the independent auditors.

In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.

AMENDMENTS

This Charter may be amended by a vote of a majority of the Board members.

A-5

APPENDIX A

UBS Managed Investments Trust
UBS Managed Municipal Trust
UBS Series Trust
Liquid Institutional Reserves
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS Securities Trust
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
UBS Financial Sector Fund Inc.
Strategic Global Income Fund, Inc.*
Global High Income Dollar Fund Inc.*
Investment Grade Municipal Income Fund Inc.*
Insured Municipal Income Fund Inc.*
Managed High Yield Plus Fund Inc.*

----------
* Closed-end Funds. The duties and responsibilities of paragraphs 10 and 12
and any other provision applicable exclusively to closed-end funds apply
to these funds only.

A-6

APPENDIX B

AUDIT COMMITTEE FINANCIAL EXPERT REQUIREMENTS

An "audit committee financial expert" is a person who has the following
attributes:

an understanding of generally accepted accounting principles and
financial statements;

the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;

experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the registrant's
financial statements, or experience actively supervising one or more
persons engaged in such activities;

an understanding of internal controls and procedures for financial
reporting; and

an understanding of audit committee functions.

A person must have acquired such attributes through one or more of the
following:

education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or experience
in one or more positions that involve the performance of similar
functions;

experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person
performing similar functions;

experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of
financial statements; or

other relevant experience.

A-7

[THIS PAGE INTENTIONALLY LEFT BLANK]

------------------------
INVESTMENT
GRADE
MUNICIPAL
INCOME FUND INC.
------------------------

PROXY ------------------------
STATEMENT INVESTMENT
GRADE
MUNICIPAL
INCOME FUND INC.
------------------------

--------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
JANUARY 15, 2004
AND
PROXY STATEMENT
--------------------

COMMON STOCK
PROXY

INVESTMENT GRADE MUNICIPAL INCOME FUND INC
P
ANNUAL MEETING OF SHAREHOLDERS-JANUARY 15, 2004
R

O The undersigned hereby appoints as proxies Keith A. Weller and Marissa
Duran-Cruz and each of them (with full power of subsitution) to vote for
X the undersigned all shares of common stock of the undersigned at the
aforesaid meeting and any adjournment thereof with all the power the
Y 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 INVESTMENT GRADE 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 8586, Edison,
NJ 08818-9452. PFPC Inc. has been engaged to forward the enclosed proxy
material and to tabulate proxies returned by mail.

----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------

[X] Please mark vote as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien, (03) Richard R. Burt,
(04) Carl W. Schafer, (05) Brian M. Storms and (06) William D. White.

FOR WITHHOLD
ALL FROM ALL
NOMINEES [ ] NOMINEES [ ]

[ ]
--------------------------------------------
For all nominees except as noted above
Mark box at right if an address change or comment has been [ ]
noted on the card.

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 capacity
of the individual signing the proxy card should be indicated unless
it is reflected in the form of registration. For example:
"ABC Corp., John Doe, Treasurer".

Sign exactly as name appears hereon.

Signature:
(if held jointly) Date: Signature: Date:
------------------------------ ---------------- ---------------------------- -----------------

PREFERRED STOCK
PROXY

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
P
ANNUAL MEETING OF SHAREHOLDERS-JANUARY 15, 2004
R
The undersigned hereby appoints as proxies Keith A. Weller and Marissa
O Duran-Cruz and each of them (with full power of substitution) to vote for
the undersigned all shares of preferred stock of the undersigned at the
X aforesaid meeting and any adjournment thereof with all the power the
undersigned would have if personally present. The shares represented by this
Y proxy will be voted as instructed.

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 8586,
Edison, NJ 08818-9452. PFPC Inc. has been engaged to forward the enclosed
proxy material and to tabulate proxies returned by mail.

----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------

[X] Please mark vote as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien, (03) Richard R. Burt,
(04) Carl W. Schafer, (05) Brian M. Storms, (06) William D. White,
(07) Margo N. Alexander and (08) Meyer Feldberg.

FOR WITHHOLD
ALL FROM ALL
NOMINEES [ ] NOMINEES [ ]

[ ]
--------------------------------------------
For all nominees except as noted above
Mark box at right if an address change or comment has been [ ]
noted on the card.

This proxy will not be voted unless it is dated and signed exactly
as instructed below

Sign exactly as name appears hereon.

Signature:
(if held jointly) Date: Signature: Date:
------------------------------ ---------------- ---------------------------- -----------------