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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and 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
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
Municipal Income Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
LouAnne McInnis
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
MUNICIPAL INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 1997
The Annual Meeting of Shareholders of MUNICIPAL INCOME TRUST (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in Conference Room A,
Forty-Fourth Floor, Two World Trade Center, New York, New York 10048, on
December 18, 1997, at 9:00 a.m., New York City time, for the following
purposes:
1. To elect four (4) Trustees to serve until the year 2000 Annual
Meeting or until their successors shall have been elected and qualified;
2. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending August 31,
1998;
3. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
Shareholder of the Trust (Note: The Trustees unanimously recommend a vote
AGAINST this proposal); and
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on October 24, 1997 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which have been received by the
date of the Meeting.
BARRY FINK,
Secretary
October 31, 1997
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS
TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MUNICIPAL INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 18, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MUNICIPAL INCOME TRUST (the
"Trust"), for use at the Annual Meeting of Shareholders of the Trust to be
held on December 18, 1997 (the "Meeting"), and at any adjournments thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of Proposal 2 and against Proposal 3. A proxy may be
revoked at any time prior to its exercise by any of the following: written
notice of revocation to the Secretary of the Trust, execution and delivery of
a later dated proxy to the Secretary of the Trust (if returned and received
in time to be voted), or attendance and voting at the Meeting. Attendance at
the Meeting will not in and of itself revoke a proxy.
Holders of shares of the Trust ("Shareholders") as of the close of
business on October 24, 1997, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting, are entitled
to one vote for each share held and a fractional vote for a fractional share.
On October 24, 1997, there were 30,150,350 shares of beneficial interest
outstanding, all with $.01 par value. No person was known to own as much as
5% of the outstanding shares of the Trust on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by Shareholders and the total number of shares
outstanding.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation
of proxies will be by mail, which may be supplemented by solicitation by
mail, telephone or otherwise through Trustees, officers of the Trust or
officers and regular employees of Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Adviser"), Dean Witter Trust FSB ("DWT"),
Dean Witter Services Company Inc. ("DWSC") and/or Dean Witter Reynolds, Inc.
("DWR"), without special compensation therefor. In addition, the Trust may
employ William F. Doring and Co. as proxy solicitor, the cost of which is not
expected to exceed $3,000 and will be borne by the Trust. The first mailing
of this proxy statement is expected to be made on or about October 31, 1997.
William F. Doring & Co. and DWT may call Shareholders to ask if they would
be willing to have their votes recorded by telephone. The telephone voting
procedure is designed to authenticate Shareholders' identities, to allow
Shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been recorded
properly. No recommendation will be made as to how a Shareholder should vote
on any Proposal other than to refer to the recommendations of the Board. The
Trust has been advised by counsel that these procedures are consistent with
the requirements of applicable law. Shareholders voting by telephone will be
asked for their social security number or other identifying information and
will be given an opportunity to authorize proxies to vote their shares in
accordance with their instructions. To ensure
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that the Shareholders' instructions have been recorded correctly they will
receive a confirmation of their instructions in the mail. A special toll-free
number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card. With respect to the
solicitation of a telephonic vote by William F. Doring & Co., additional
expenses would include $7.00 per telephone vote transacted, $3.00 per
outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers which would be borne by the Trust.
(1) ELECTION OF TRUSTEES
The number of Trustees has currently been fixed by the Trustees, pursuant
to the Trust's Declaration of Trust, at nine. There are presently nine
Trustees, four of whom (Edwin J. Garn, John R. Haire, Michael E. Nugent and
Philip J. Purcell) are standing for election at this Meeting to serve until
the year 2000 Annual Meeting, in accordance with the Trust's Declaration of
Trust, as amended.
Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and John L.
Schroeder) are "Independent Trustees," that is, Trustees who are not
"interested persons" of the Trust, as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are "interested
persons" (as that term is defined in the 1940 Act) of the Trust and
InterCapital and thus are not Independent Trustees. The nominees for election
as Trustees of the Trust have been proposed by the Trustees now serving or,
in the case of the nominees for positions as Independent Trustees, by the
Independent Trustees now serving. All of the Trustees have been elected by
the Shareholders of the Trust.
The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of the following
nominees: Edwin J. Garn, John R. Haire, Michael E. Nugent and Philip J.
Purcell. Should any of the nominees become unable or unwilling to accept
nomination or election, the persons named in the proxy will exercise their
voting power in favor of such person or persons as the Board may recommend.
All of the nominees have consented to being named in this proxy statement and
to serve if elected. The Trust knows of no reason why any of said nominees
would be unable or unwilling to accept nomination or election. The election
of each Trustee requires the approval of a majority of the shares represented
and entitled to vote at the Meeting.
Pursuant to the provisions of the Trust's Declaration of Trust (Section
2.2, as amended), the Trustees are divided into three separate classes, each
class having a term of three years. The term of office of one of the three
classes will expire each year.
The Board of Trustees previously determined that any nominee for election
as Trustee will stand for election as Trustee in one of the three classes of
Trustees as follows: Class I--Messrs. Bozic and Fiumefreddo; Class
II--Messrs. Hedien, Johnson and Schroeder; and Class III--Messrs. Garn,
Haire, Nugent and Purcell. Each nominee for Trustee at any Annual Meeting
will, if elected, serve a term of up to approximately three years running for
the period assigned to that class and terminating at the date of the Annual
Meeting of Shareholders so designated by the Board, or any adjournment
thereof. As a consequence of this method of election, the replacement of a
majority of the Board could be delayed for up to two years. In accordance
with the above, the Class III Trustees are standing for election at this
Meeting and, if elected, will serve until the year 2000 Annual Meeting or
until their successors shall have been elected and qualified.
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board, includes his principal
occupations and employment for at least the last five years, his
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<PAGE>
age, shares of the Trust owned, if any, as of October 24, 1997 (shown in
parentheses), positions with the Trust, and directorships or trusteeships in
other companies which file periodic reports with the Securities and Exchange
Commission, including the 85 investment companies, including the Trust, for
which InterCapital serves as investment manager or investment adviser
(referred to herein collectively as the "Dean Witter Funds"), and the 14
investment companies for which InterCapital's wholly-owned subsidiary, DWSC,
serves as manager and TCW Funds Management, Inc. serves as investment adviser
(referred to herein as the TCW/DW Funds").
The nominees for Trustee to be elected at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 65; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly
Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp. (health insurance); member of the board of various
civic and charitable organizations.
JOHN R. HAIRE, Trustee since January, 1988; age 72; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Chairman of the
Audit Committee and Chairman of the Committee of the Independent Trustees and
Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation,
an investment adviser (1964-1978); Director of Washington National
Corporation (insurance).
MICHAEL E. NUGENT, Trustee since July, 1991; age 61; General Partner,
Triumph Capital, L.P., a private investment partnership; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice
President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.
PHILIP J. PURCELL, Trustee since April, 1994; (4,314 shares); age 54;
Chairman of the Board of Directors and Chief Executive Officer of Morgan
Stanley, Dean Witter, Discover & Co. ("MSDWD"), DWR and Novus Credit Services
Inc.; Director of InterCapital, DWSC and Dean Witter Distributors Inc.
("Distributors"); Director or Trustee of the Dean Witter Funds; Director
and/or officer of various MSDWD subsidiaries.
The Trustees who are not standing for reelection at this Meeting are:
MICHAEL BOZIC, Trustee since April, 1994; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November, 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.;
Director of Eaglemark Financial Services, Inc., the United Negro College Fund
and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee since July, 1991; age 64; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the Dean Witter Funds; Chairman,
Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and
Director of DWT; Director and/or officer of various MSDWD subsidiaries;
formerly Executive Vice President and Director of Dean Witter, Discover & Co.
(until February, 1993).
WAYNE E. HEDIEN, age 63; Retired; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate
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Companies (1966-1994), most recently as Chairman of The Allstate Corporation
(March 1993-December 1994) and Chairman and Chief Executive Officer of its
wholly-owned subsidiary, Allstate Insurance Company (July 1989-December
1994); director of various other business and charitable organizations.
DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 48; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June, 1995); Director of Greenwich
Capital Markets Inc. (broker-dealer); Trustee of the Financial Accounting
Foundation (oversight organization for the Financial Accounting Standards
Board), formerly Vice Chairman of the Board of Governors of the Federal
Reserve System (1986-1990) and Assistant Secretary of the U.S. Treasury
(1982-1986).
JOHN L. SCHROEDER, Trustee since April, 1994; age 67; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
the Citizens Utilities Company; formerly, Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September,
1995).
The executive officers of the Trust other than shown above are: Barry
Fink, Vice President, Secretary and General Counsel; Robert M. Scanlan, Vice
President; Mitchell M. Merin, Vice President, Joseph J. McAlinden, Vice
President; Robert S. Giambrone, Vice President; James F. Willison, Vice
President; and Thomas F. Caloia, Treasurer. In addition, Katherine H.
Stromberg, Joseph Arcieri and Gerard J. Lian serve as Vice Presidents and
Marilyn K. Cranney, Lou Anne D. McInnis, Ruth Rossi, Carsten Otto, Frank
Bruttomesso and Todd Lebo serve as Assistant Secretaries. Mr. Fink is 42
years old and is currently Senior Vice President (since March, 1997),
Secretary and General Counsel (since February, 1997) of InterCapital and DWSC
and (since August, 1996) Assistant Secretary of DWR; he is also Senior Vice
President (since March, 1997), Assistant Secretary and Assistant General
Counsel (since February, 1997) of Distributors. He was previously First Vice
President, Assistant Secretary and Assistant General Counsel of InterCapital
and DWSC. Mr. Scanlan is 61 years old and is currently President and Chief
Operating Officer of InterCapital (since March, 1993) and DWSC; he is also
Executive Vice President of Distributors and Executive Vice President and
Director of DWT. He was previously Executive Vice President of InterCapital
(July, 1992-March, 1993). Mr. Merin is 44 years old and is currently
President and Chief Strategic Officer of InterCapital and DWSC, Executive
Vice President of Distributors and DWT and Director of DWT, Executive Vice
President, Chief Administrative Officer and Director of DWR, and Director of
SPS Transaction Services, Inc. and various other MSDWD subsidiaries. Mr.
McAlinden is 54 years old and is currently Executive Vice President of
InterCapital (since April, 1996); he is also Chief Investment Officer of
InterCapital and Director of DWT (since April, 1996). He was previously
Senior Vice President of InterCapital (June, 1995-April, 1996) and prior
thereto a Managing Director at Dillon Reed. Mr. Giambrone is 43 years old and
is currently Senior Vice President of InterCapital, DWSC, Distributors and
DWT (since August, 1995) and Director of DWT (since April, 1996). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. Willison is 54 years old
and is currently Senior Vice President of InterCapital. Mr. Caloia is 51
years old and is currently First Vice President and Assistant Treasurer of
InterCapital and DWSC. Ms Stromberg is 49 years old and is currently Vice
President of InterCapital. Mr. Arcieri is 49 years old and is currently Vice
President of InterCapital. Mr. Lian is 42 years old and is currently Vice
President of InterCapital. Other than Messrs. Giambrone and McAlinden, each
of the above officers has been an employee of InterCapital or DWR (formerly
the corporate parent of InterCapital) for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees currently consists of nine (9) trustees. These same
individuals also serve as directors or trustees for all of the Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of
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this Proxy Statement, there are a total of 85 Dean Witter Funds, comprised of
128 portfolios. As of September 30, 1997, the Dean Witter Funds had total net
assets of approximately $93.2 billion and more than six million shareholders.
Seven Trustees (77% of the total number) have no affiliation or business
connection with InterCapital or any of its affiliated persons and do not own
any stock or other securities issued by InterCapital's parent company, MSDWD.
These are the "disinterested" or "independent" Trustees. The other two
Trustees (the "Management Trustees") are affiliated with InterCapital. Four
of the seven Independent Trustees are also Independent Trustees of the TCW/DW
Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Dean Witter Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. Indeed,
by serving on the Funds' Boards, certain Trustees who would otherwise be
qualified and in demand to serve on bank boards would be prohibited by law
from doing so.
All of the Independent Trustees serve as members of the Audit Committee
and the Committee of the Independent Trustees. Three of them also serve as
members of the Derivatives Committee. The Committees hold some meetings at
InterCapital's offices and some outside InterCapital. Management Trustees or
officers do not attend these meetings unless they are invited for purposes of
furnishing information or making a report. The Funds do not have any
nominating or compensation committees.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
and distribution and underwriting agreements; continually reviewing Fund
performance; checking on the pricing of portfolio securities, brokerage
commissions, transfer agent costs and performance, and trading among Funds in
the same complex; and approving fidelity bond and related insurance coverage
and allocations, as well as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; and preparing and submitting
Committee meeting minutes to the full Board.
Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.
For the fiscal year ended August 31, 1997, the Board of Trustees of the
Trust held five meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held two,
nine and three meetings, respectively. No Trustee attended fewer than 75% of
the meetings of the Board of Trustees, the Audit Committee, the Committee of
the Independent Trustees or the Derivatives Committee held while he served in
such positions.
DUTIES OF CHAIRMAN OF COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE
The Chairman of the Committee of the Independent Trustees and Audit
Committee maintains an office at the Funds' headquarters in New York. He is
responsible for keeping abreast of regulatory and industry
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developments and the Funds' operations and management. He screens and/or
prepares written materials and identifies critical issues for the Independent
Trustees to consider, develops agendas for Committee meetings, determines the
type and amount of information that the Committees will need to form a
judgment on various issues, and arranges to have that information furnished
to Committee members. He also arranges for the services of independent
experts and consults with them in advance of meetings to help refine reports
and to focus on critical issues. Members of the Committees believe that the
person who serves as Chairman of both Committees and guides their efforts is
pivotal to the effective functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Adviser and other service
providers. In effect, the Chairman of the Committees serves as a combination
of chief executive and support staff of the Independent Trustees.
The Chairman of the Committee of the Independent Trustees and the Audit
Committee is not employed by any other organization and devotes his time
primarily to the services he performs as Committee Chairman and Independent
Trustee of the Dean Witter Funds and as an Independent Trustee and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of
separate groups of Independent Trustees arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds
complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. As
of the date of this proxy statement, each Trustee is in compliance with the
policy. Any future Trustee will be given a one year period following his or
her election within which to comply with the foregoing. As of September 30,
1997, the total value of the investments by the Trustees and/or their spouses
in shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $6.9 million.
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As of the record date for this meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees
as a group was less than 1 percent of the Trust's shares of beneficial
interest outstanding.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $1,000 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the Trust pays the Chairman of the
Audit Committee an annual fee of $750 and pays the Chairman of the Committee
of the Independent Trustees an additional annual fee of $1,200). If a Board
meeting and a Committee meeting, or more than one Committee meeting, take
place on a single day, the Trustees are paid a single meeting fee by each
Trust. The Trust also reimburses such Trustees for travel and other
out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees and officers of the Trust who are or have been employed by
the Investment Adviser or an affiliated company receive no compensation or
expense reimbursement from the Trust.
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended August 31, 1997.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------
<S> <C>
Michael Bozic .............. $1,650
Edwin J. Garn .............. 1,850
John R. Haire .............. 3,800
Dr. Manuel H. Johnson....... 1,800
Michael E. Nugent .......... 1,850
John L. Schroeder........... 1,850
</TABLE>
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The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1996 for
services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF FOR SERVICE AS
COMMITTEES OF CHAIRMAN OF
FOR SERVICE INDEPENDENT COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTOR/TRUSTEES INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND AND AUDIT TRUSTEES AND FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AUDIT 82 DEAN WITTER
OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS TCW/DW FUNDS TCW/DW FUNDS
- --------------------------- ----------------- ---------------- ----------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $138,850 -- -- -- $138,850
Edwin J. Garn .............. 140,900 -- -- -- 140,900
John R. Haire .............. 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson....... 137,100 66,483 -- -- 203,583
Michael E. Nugent .......... 138,850 64,283 -- -- 203,133
John L. Schroeder........... 137,150 69,083 -- -- 206,233
</TABLE>
As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including the Trust, have adopted a retirement program under which an
Independent Trustee who retires after serving for at least five years (or
such lesser period as may be determined by the Board) as an Independent
Director or Trustee of any Dean Witter Fund that has adopted the retirement
program (each such Fund referred to as an "Adopting Fund" and each such
Trustee referred to as an "Eligible Trustee") is entitled to retirement
payments upon reaching the eligible retirement age (normally, after attaining
age 72). Annual payments are based upon length of service. Currently, upon
retirement, each Eligible Trustee is entitled to receive from the Adopting
Fund, commencing as of his or her retirement date and continuing for the
remainder of his or her life, an annual retirement benefit (the "Regular
Benefit") equal to 25.0% of his or her Eligible Compensation plus 0.4166666%
of such Eligible Compensation for each full month of service as an
Independent Director or Trustee of any Adopting Fund in excess of five years
up to a maximum of 50.0% after ten years of service. The foregoing
<F1>
percentages may be changed by the Board.(1) "Eligible Compensation" is
one-fifth of the total compensation earned by such Eligible Trustee for
service to the Adopting Fund in the five year period prior to the date of the
Eligible Trustee's retirement. Benefits under the retirement program are not
secured or funded by the Adopting Funds.
- ------------
(1) An Eligible Trustee may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such
Eligible Trustee and his or her spouse on the date of such Eligible
Trustee's retirement. The amount estimated to be payable under this
method, through the remainder of the later of the lives of such
Eligible Trustee and spouse, will be the actuarial equivalent of the
Regular Benefit. In addition, the Eligible Trustee may elect that the
surviving spouse's periodic payment of benefits will be equal to either
50% or 100% of the previous periodic amount, an election that,
respectively, increases or decreases the previous periodic amount so
that the resulting payments will be the actuarial equivalent of the
Regular Benefit.
9
<PAGE>
The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Trust for the fiscal year ended August
31, 1997 and by the 57 Dean Witter Funds (including the Trust) for the year
ended December 31, 1996, and the estimated retirement benefits for the
Trust's Independent Trustees, to commence upon their retirement, from the
Trust as of August 31, 1997 and from the 57 Dean Witter Funds as of December
31, 1996.
RETIREMENT BENEFITS FROM THE TRUST AND ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL FUNDS RETIREMENT
-------------------------------- BENEFITS ESTIMATED ANNUAL
ESTIMATED ACCRUED AS BENEFITS
CREDITED YEARS ESTIMATED EXPENSES UPON RETIREMENT(2)
OF SERVICE AT PERCENTAGE OF --------------------------- --------------------------
NAME OF INDEPENDENT RETIREMENT ELIGIBLE BY THE BY ALL FROM THE FROM ALL
TRUSTEE (MAXIMUM 10) COMPENSATION TRUST ADOPTING FUNDS TRUST ADOPTING FUNDS
- -------------------------- -------------- --------------- ------------ -------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic ............. 10 50.0% $ 346 $20,147 $ 875 $ 51,325
Edwin J. Garn ............. 10 50.0 489 27,772 875 51,325
John R. Haire ............. 10 50.0 (679)(3) 46,952 2,211 129,550
Dr. Manuel H. Johnson .... 10 50.0 207 10,926 875 51,325
Michael E. Nugent ......... 10 50.0 349 19,217 875 51,325
John L. Schroeder.......... 8 41.7 663 38,700 729 42,771
</TABLE>
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.
(3) This number reflects the effect of the extension of Mr. Haire's term as
Trustee until June 1, 1998.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
THE INVESTMENT ADVISER AND THE INVESTMENT ADVISORY AGREEMENT
InterCapital serves as the investment adviser for the Trust pursuant to an
investment advisory agreement entered into between the Trust and InterCapital
dated May 31, 1997 ("Advisory Agreement") which took effect upon the
consummation of the merger of Dean Witter, Discover & Co. with Morgan Stanley
Group Inc. The Agreement was approved by the Board of Trustees of the Trust
on February 21, 1997 and by the Trust's Shareholders at a Special Meeting of
Shareholders held on May 20, 1997. The Advisory Agreement supersedes an
earlier investment advisory agreement between the Trust and InterCapital and
is identical in all material respects, including fees payable by the Trust
thereunder, to the earlier investment advisory agreement, except for the
dates of effectiveness and termination.
THE ADVISORY AGREEMENT
The Advisory Agreement provides that InterCapital shall obtain and
evaluate such information and advice relating to the economy and securities
and commodity markets as it deems necessary or useful to discharge its duties
under the Advisory Agreement and that it shall continuously supervise the
management of the assets of the Trust in a manner consistent with the
investment objectives and policies of the Trust and subject to such other
limitations and directions as the Board of the Trust may, from time to time,
prescribe.
InterCapital pays the compensation of the officers of the Trust and
provides the Trust with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. InterCapital also pays for the services of personnel in connection
with the pricing of the Trust's shares and the preparation of prospectuses,
proxy statements and reports required to be filed with federal and state
securities commissions (except insofar as the participation or assistance of
independent accountants and attorneys is, in
10
<PAGE>
the opinion of InterCapital, necessary or desirable). In return for its
investment services and the expenses which the Investment Adviser assumes
under the Advisory Agreement, the Trust pays the Investment Adviser
compensation which is computed weekly and payable monthly and which is
determined by applying the annual rate of 0.35% to the Trust's average weekly
net assets not exceeding $250 million and 0.25% of the portion of average
weekly net assets exceeding $250 million. Pursuant to the Advisory Agreement,
the Trust accrued to the Investment Adviser total compensation of $1,006,366
during the fiscal year ended August 31, 1997. The net assets of the Trust
totalled $301,708,238 at August 31, 1997.
Under the Advisory Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Adviser, including, without limitation: charges and expenses of
any registrar, custodian or depository appointed by the Trust for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities transactions to which the Trust is a party; all taxes,
including securities or commodities issuance and transfer taxes, and fees
payable by the Trust to Federal, state or other governmental agencies; costs
and expenses of engraving or printing of certificates representing shares of
the Trust; all costs and expenses in connection with registration and
maintenance of registration of the Trust and of its shares with the
Securities and Exchange Commission and various states and other jurisdictions
(including filing fees and legal fees and disbursements of counsel); the
costs and expense of preparing, printing, including typesetting, and
distributing prospectuses for such purposes; all expenses of shareholders'
and Trustees' meetings and of preparing, printing and mailing proxy
statements and reports to shareholders; fees and travel expenses of Trustees
or members of any advisory board or committee who are not employees of the
Trust's Administrator or Investment Adviser or any of their corporate
affiliates; all expenses incident to the payment of any dividend or
distribution program; charges and expenses of any outside pricing services;
charges and expenses of legal counsel, including counsel to the Independent
Trustees of the Trust, and independent accountants in connection with any
matter relating to the Trust (not including compensation or expenses of
attorneys employed by the Trust's Administrator or Investment Adviser);
membership dues of industry associations; interest payable on Trust
borrowings; fees and expenses incident to the listing of the Trust's shares
on any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and
all other charges and costs of the Trust's operations unless otherwise
explicitly provided in the Advisory Agreement.
The Advisory Agreement will continue in effect for an initial term
expiring April 30, 1999 and will continue in effect from year to year
thereafter, provided such continuance is approved at least annually by vote
of a majority, as defined in the 1940 Act, of the outstanding voting
securities of the Trust or by the Trustees of the Trust, and, in either
event, by the vote cast in person by a majority of the Trustees who are not
parties to the Advisory Agreement or "interested persons" of any such party
(as defined in the 1940 Act) at a meeting called for the purpose of voting on
such approval.
The Advisory Agreement also provides that it may be terminated at any time
by the Investment Adviser, the Trustees or by a vote of a majority of the
outstanding voting securities of the Trust, in each instance without the
payment of any penalty, on thirty days' notice and will automatically
terminate upon any assignment.
INVESTMENT ADVISER
Dean Witter InterCapital Inc. is the Trust's investment adviser.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July, 1992, is a
wholly-owned subsidiary of MSDWD, a preeminent global financial services firm
that maintains leading market positions in each of its three primary
businesses--securities, asset management and credit services.
11
<PAGE>
InterCapital's wholly-owned subsidiary, DWSC, pursuant to an
Administration Agreement, serves as the Administrator of the Trust and
receives from the Trust compensation which is computed weekly and payable
monthly and which is determined by applying the following annual rates: 0.20%
of the portion of average weekly net assets not exceeding $250 million; 0.15%
of the portion of average weekly net assets exceeding $250 million and not
exceeding $500 million; 0.12% of the portion of average weekly net assets
exceeding $500 million and not exceeding $750 million; and 0.10% of the
portion of average weekly net assets exceeding $750 million to the Trust's
weekly net assets. Prior to December 31, 1993, InterCapital served as
Administrator of the Trust and received compensation at the same annual rate.
On April 17, 1995, DWSC was reorganized in the State of Delaware,
necessitating the entry into a new Administration Agreement by the Trust and
DWSC on such date. For the fiscal year ended August 31, 1997, the Trust
accrued to DWSC administrative fees of $578,752.
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of MSDWD and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital and Director of DWT, DWSC, DWR, Distributors and InterCapital; James
F. Higgins, President and Chief Operating Officer of Dean Witter Financial
and Director of DWT, DWSC, DWR, Distributors and InterCapital; Charles A.
Fiumefreddo, Executive Vice President and Director of DWR, Chairman of the
Board of Directors, Chief Executive Officer and Director of InterCapital,
DWSC and Distributors and Chairman of the Board of Directors and Director of
DWT; Christine A. Edwards, Executive Vice President, Secretary and Chief
Legal Officer of MSDWD, Executive Vice President, Secretary, General Counsel
and Director of DWR, Executive Vice President, Secretary, Chief Legal Officer
and Director of Distributors and Director of InterCapital and DWSC; and
Thomas C. Schneider, Executive Vice President and Chief Strategic and
Administrative Officer of MSDWD and Executive Vice President, Chief Financial
Officer and Director of DWSC, DWR, Distributors and InterCapital.
The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585
Broadway, New York, New York 10036; the business address of the Executive
Officer and other Directors is Two World Trade Center, New York, New York
10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to that of the Trust, and sets forth the fees
payable to InterCapital by such companies, including the Trust, and their net
assets as of October 24, 1997.
MSDWD has its offices at 1585 Broadway, New York, New York 10036. There
are various lawsuits pending against MSDWD involving material amounts which,
in the opinion of its management, will be resolved with no material effect on
the consolidated financial position of the company.
During the fiscal year ended August 31, 1997, the Trust accrued to DWT,
the Trust's Transfer Agent and an affiliate of the Investment Adviser,
transfer agency fees of $147,984.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of InterCapital. For the fiscal year ended August 31,
1997, the Trust paid $25,176 in brokerage commissions to
12
<PAGE>
DWR. During the period June 1 through August 31, 1997, the Fund did not pay
any brokerage commissions to Morgan Stanley & Co., Inc. which broker-dealer
became an affiliate of InterCapital on May 31, 1997 upon consummation of the
Merger of Dean Witter, Discover & Co. with Morgan Stanley Group Inc.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending August 31,
1998. Its selection is being submitted for ratification or rejection by
Shareholders at the Meeting. Price Waterhouse LLP has been the independent
accountants for the Trust since its inception, and has no direct or indirect
financial interest in the Trust.
A representative of Price Waterhouse LLP is expected to be present at the
Meeting and will be available to respond to appropriate questions of
Shareholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE
TRUST.
(3) SHAREHOLDER PROPOSAL TO AMEND THE TRUST'S DECLARATION OF TRUST TO
REQUIRE EACH TRUSTEE, WITHIN THIRTY DAYS OF ELECTION, TO BECOME A
SHAREHOLDER OF THE TRUST
The Trust has been informed by Carol W. Mullett, 230 East Shore Drive,
Lake Toxaway, NC 28747, a shareholder of record who owned approximately 9,771
shares at October 24, 1997 (the "Proponent"), that she intends to submit the
following proposal (the "Shareholder Proposal") at the Meeting:
RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within thirty days of election, become a shareholder of the Trust.
The Proponent has requested that the following statement be included in
support of her proposal:
It seems obvious that the Trustees could better understand and represent
the interests of the shareholders if they were shareholders themselves.
Yet, according to the last proxy statement, only one of our Trustees is a
shareholder! You can read below the Trustees' excuses and explanations
seeking to convince you that we are better off because they are not
shareholders. Let's consider their reasons:
1. "The Trust's objectives and policies may not be appropriate for a
Trustee"--apparently only one of the Trustees shares our objectives.
Wouldn't you prefer to have Trustees who seek your investment objectives?
2. "The Trustees believe that any policy requiring Trustees to own shares
in a specific Fund. . . . could logically be extended to all the Funds."
This excuse is nothing but a smokescreen since my proposal concerns only
our Trust and has no application to any other fund.
3. In order to "address shareholder concerns" the Trustees adopted a
policy requiring them to invest $25,000 in OTHER funds. (Incidentally,
this policy was adopted only after my proposal). Are your "concerns" and
"expectations" met because the Trustees have agreed to invest in some
other funds? Do you know that they can even meet this requirement with
money market funds?
I hope you will vote for this proposal and encourage the Trustees to join
us as shareholders in OUR Trust.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.
13
<PAGE>
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Proponent has previously requested that a similar proposal be included
in the proxy statement relating to the previous annual meeting. The proposal
was included and was defeated by shareholders. The Trustees determined to
oppose the proposal this year. The Trustees considered whether a share
ownership requirement for Trustees such as that proposed by the Proponent was
in the best interests of the Trust and its shareholders and they concluded
that it was not. Once again, the reasons for the Trustees decision to oppose
the Shareholder Proposal are reiterated below.
THE SHARE OWNERSHIP POLICY
The Trustees have adopted a policy pursuant to which each Trustee, and/or
his or her spouse, is required to invest at least $25,000 in any of the Funds
in the Dean Witter complex, including the Trust (and, if applicable, in the
TCW/DW Funds), on whose boards the Trustee serves. Thus, the Proponent
misstates the policy since it DOES include the Trust. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. Any
future Trustee will be given a one year period within which to comply with
the foregoing policy. As of October 24, 1997, the total value of shares of
the Dean Witter Funds (and, if applicable, the TCW/DW Funds) owned by the
Trustees and/or their spouses was approximately $6.9 million.
REASONS FOR OPPOSING THE SHAREHOLDER PROPOSAL
The share ownership policy requires that the Trustees make a significant
investment in the funds in the Dean Witter complex, which includes the Trust,
while allowing the Trustees to select the specific funds that meet their
individual investment needs. As they stated in last year's proxy statement,
the Trustees believe it is not necessary to own shares of this particular
Trust to act in the best interests of shareholders and that they can carry
out their duties and functions diligently and effectively without owning
shares of the Trust. In addition, because the Trust's objectives and policies
may not be appropriate for a Trustee's individual financial circumstances,
the Trust could be inhibited in its ability to attract Trustees if the
available pool is limited to those whose personal financial needs are met by
the Trust's objectives and policies.
The Trustees continue to believe that any policy requiring the Trustees to
own shares of a specific Fund for which they serve as Trustees, without
regard to their own respective investment objectives, could logically be
extended to all the Funds in the Dean Witter complex. The Trustees believe
that such a complex-wide share ownership requirement would be impractical and
undesirable because it could make it more difficult to maintain the same
board of Trustees for all the Funds given the large number of Funds in the
complex. The Trustees believe that having the same Trustees for each of the
Dean Witter Funds is in the best interests of all the Funds' shareholders for
several reasons. First, a common board enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of high caliber
Trustees. In addition, having a common board avoids the duplication of effort
that would arise from having different groups of individuals serving as
Trustees for each of the Funds and avoids the cost and confusion that may
arise from different conclusions being reached by different boards on the
same operations and management issues. Finally, serving as Trustees of all
Funds tends to increase a Trustee's knowledge and expertise regarding matters
which affect all the Funds in the complex and enhances the ability to
negotiate on behalf of each Fund with the Fund's service providers.
For the reasons stated above and in light of the fact that they have
adopted the share ownership policy described above, the Trustees unanimously
recommend that shareholders vote AGAINST the shareholder proposal.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Meeting is required for the approval
of the Shareholder Proposal.
14
<PAGE>
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which have been received by the
date of the Meeting.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. 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.
SHAREHOLDERS PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than July 3, 1998, for
inclusion in the proxy statement for that meeting. The mere submission of a
proposal does not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal securities laws
must be met.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED AUGUST
31, 1997, HAS PREVIOUSLY BEEN SENT TO SHAREHOLDERS AND IS AVAILABLE WITHOUT
CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT DEAN WITTER TRUST FSB,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS) (TOLL-FREE).
INTEREST OF CERTAIN PERSONS
MSDWD, InterCapital, DWR, DWSC and certain of their respective Directors,
Officers, and employees, including persons who are Trustees or Officers of
the Trust, may be deemed to have an interest in certain of the proposals
described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of MSDWD.
Such companies and persons may thus be deemed to derive benefits from the
approvals by Shareholders of such proposals.
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of
proxy, or their substitutes, to vote all shares that they are entitled to
vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
15
<PAGE>
APPENDIX
InterCapital serves as investment adviser to Municipal Income Trust and as
investment manager or investment adviser to the other investment companies
listed below which have similar investment objectives to those of Municipal
Income Trust. Set forth below is a chart showing the net assets of each such
investment company as of October 24, 1997 and the investment management or
advisory fee rate(s) applicable to such investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 10/24/97 OF NET ASSETS
--------------------------- ----------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*.................................... $ 113,679 (Class A) 0.55% on assets up to
912,266,682 (Class B) $500 million, scaled down at
2,552,721 (Class C) various asset levels to 0.45% on
10,068 (Class D) assets over $1.25 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL TRUST* $ 55,641,882 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST*................................... $ 3,716,994 0.35%
4. DEAN WITTER NATIONAL MUNICIPAL TRUST* ... $ 87,341,136 0.35%
5. DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*.................................... $ 81,608 (Class A) 0.55% on assets up to
172,086,811 (Class B) $500 million and 0.525% on assets
74,498 (Class C) over $500 million
10,068 (Class D)
6. DEAN WITTER TAX-EXEMPT SECURITIES
TRUST* .................................. $ 2,556,848 (Class A) 0.50% on assets up to
5,265,621 (Class B) $500 million, scaled down at
1,938,923 (Class C) various asset levels to 0.325% on
1,100,555,814 (Class D) assets over $1.25 billion
7. INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST**........................... $ 248,651,350 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES**............................. $ 209,480,707 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES**............................. $ 64,933,687 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**.................................. $ 109,777,038 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**.................................. $ 589,076,991 0.35%
12. INTERCAPITAL INSURED MUNICIPAL
SECURITIES**............................. $ 138,600,721 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST** .. $ 487,296,267 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**............................. $ 95,971,165 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**.................................. $ 742,051,938 0.35%
A-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 10/24/97 OF NET ASSETS
--------------------------- ----------------------------------
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST**.................................. $ 384,411,110 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**............................. $ 362,749,075 0.35%
18. MUNICIPAL INCOME TRUST**................. $ 303,100,399 0.35% on assets up to
$250 million and 0.25% on assets
over $250 million
19. MUNICIPAL INCOME TRUST II**.............. $ 274,927,002 0.40% on assets up to
$250 million and 0.30% on assets
over $250 million
20. MUNICIPAL INCOME TRUST III**............. $ 63,244,710 0.40% on assets up to
$250 million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST** .. $ 181,426,657 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES
TRUST II**............................... $ 178,458,873 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES
TRUST III**.............................. $ 104,984,005 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST**......... $ 352,798,584 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND***.................................. $ 92,788,502 0.50%
26. DEAN WITTER HAWAII MUNICIPAL TRUST* .... $ 4,631,627 0.35% (1)
</TABLE>
- ------------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions
(1) InterCapital has undertaken, through December 31, 1997, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Dean Witter Hawaii Municipal Trust and to waive the compensation
provided for in its investment management agreement with that company.
A-2
<PAGE>
MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Municipal Income Trust on December 18, 1997, at 9:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated October 31, 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 3 SET FORTH
ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of four (4) Trustees:
Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
2. Ratification of appointment of
Price Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Shareholder proposal
(NOTE: THE TRUSTEES RECOMMEND A VOTE AGAINST THIS PROPOSAL)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date__________________________________________
Please make sure to sign and date this Proxy using black or blue ink.
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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PRX 00121 [arrow up][arrow up]PLEASE DETACH AT PERFORMATION [arrow up][arrow up]
MUNICIPAL INCOME TRUST
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IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.
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