<PAGE>
Schedule 14A Information required in proxy statement.
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
[ ] Preliminary Additional Materials
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
. . . . . .Municipal Income Trust II. . . . . . . . .
(Name of Registrant as Specified in its Charter)
. . . . . .Marilyn K. Cranney . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3)
[ ] 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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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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4) Date Filed:
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<PAGE>
MUNICIPAL INCOME TRUST II
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996
The Annual Meeting of Shareholders of MUNICIPAL INCOME TRUST II (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Conference Center,
Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on June 27,
1996 at 11:00 a.m., New York City time, for the following purposes:
1. To elect two (2) Trustees to serve until the 1999 Annual Meeting or
until their successors shall have been elected and qualified;
2. To approve or disapprove continuance of the currently effective
Investment Advisory Agreement with Dean Witter InterCapital Inc.;
3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending December 31,
1996; and
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on April 17, 1996 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 they are entitled to vote in favor of the proposal to
approve continuance of the Investment Advisory Agreement and will vote against
any such adjournment those proxies required to be voted against that proposal.
SHELDON CURTIS,
April 22, 1996 SECRETARY
New York, New York
IMPORTANT
YOU CAN HELP THE TRUST 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 II
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
-----------------------
PROXY STATEMENT
-----------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1996
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MUNICIPAL INCOME TRUST II (the
"Trust") for use at the Annual Meeting of Shareholders of the Trust to be held
on June 27, 1996 (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 Proposals 2 and 3 as set forth in the Notice of Annual Meeting
of Shareholders. A proxy may be revoked at any time prior to its exercise by any
of the following: written notice of revocation, execution and delivery of a
later dated proxy to the Secretary of the Trust, or attendance and voting at the
Meeting.
Shareholders as of the close of business on April 17, 1996, 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 April 17, 1996 there were 27,757,966 shares of beneficial
interest of the Trust outstanding, all with $0.01 par value. No person was known
to own as much as 5% of the outstanding shares of the Trust on that date. The
Trustees and officers of the Trust, together, owned less than 1% of the Trust's
outstanding shares 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 and regular employees of the
Trust, or Dean Witter InterCapital Inc. ("InterCapital" or the "Investment
Adviser"), without special compensation therefor. The first mailing of this
proxy statement is expected to be made on or about April 22, 1996.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at nine. At the Meeting, two nominees are to be
elected to the Trust's Board of Trustees. There are presently nine Trustees, two
of whom (Michael Bozic and Charles A. Fiumefreddo) are standing for election at
this Meeting to serve until the 1999 Annual Meeting, in accordance with the
Trust's Declaration of Trust, as amended.
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<PAGE>
Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Paul Kolton, 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 "Act"). Mr. Paul Kolton, whose term as Trustee expires at the 1997
Annual Meeting, will retire as a Trustee on July 1, 1996. The Trustees have
determined that the number of Trustees of the Trust is to be fixed at eight,
effective on the date of Mr. Kolton's retirement. The nominees for election as
Trustees 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 Trustees 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 these nominees: Michael
Bozic and Charles A. Fiumefreddo. 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 no reason why said nominees
would be unable or unwilling to accept nomination or election. Trustees will be
elected by a plurality of the votes cast at the meeting.
Pursuant to the provisions of the Trust's Declaration of Trust, as amended,
the nominees for election as 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 has determined that the nominees for election as
Trustee shall stand for election as Trustee in each of the three classes of
Trustee as follows: Class I -- Messrs. Bozic and Fiumefreddo; Class II --
Messrs. Johnson, Kolton and Schroeder; and Class III -- Messrs. Garn, Haire,
Nugent and Purcell. Each nominee 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 of Trustees could be
delayed for up to two years. As stated above, the Trustees in Class I are
standing for election at this meeting and, if elected, will serve until the 1999
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 members of the Board includes his principal occupations
and employment for at least the last five years, his age, shares of the Trust
owned, if any, as of April 17, 1996 (shown in parentheses), positions with the
Trust, and directorships or trusteeships in companies which file periodic
reports with the Securities and Exchange Commission, including the 80 investment
companies, including the Trust, for which InterCapital serves as investment
manager or investment adviser (referred to herein as the "Dean Witter Funds")
and the 12 investment companies for which InterCapital's wholly-owned
subsidiary, Dean Witter Services Company Inc. ("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:
MICHAEL BOZIC, Trustee since April, 1994; age 55; 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
Chairman and Chief Executive Officer (1987-1990) and President and Chief
Operating Officer (August, 1990-February, 1991) of the Sears Merchandise Group
of Sears, Roebuck and Co. ("Sears"); Director of Eaglemark Financial Services,
Inc., the United Negro College Fund, Weirton Steel Corporation and Domain Inc.
(home decor retailer).
3
<PAGE>
CHARLES A. FIUMEFREDDO,* Trustee since July, 1991; age 62; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Dean Witter
Distributors ("Distributors"); Executive Vice President and Director of Dean
Witter Reynolds Inc. ("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 Dean Witter Trust
Company ("DWTC"); Director and/or officer of various Dean Witter, Discover & Co.
("DWDC") subsidiaries; formerly Executive Vice President and Director of DWDC
(until February, 1993).
The Trustees who are not standing for reelection at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 63; 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 Chemical Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp; Member of the board of various civic and charitable
organizations.
JOHN R. HAIRE, Trustee since April, 1988; age 71; 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; 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).
DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 47; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Koch Professor of
International Economics and Director of the Center for Global Market Studies at
George Mason University; 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); 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).
PAUL KOLTON, Trustee since April, 1988; age 72; 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 Chairman
of Financial Accounting Standards Advisory Council; formerly Chairman and Chief
Executive Officer of the American Stock Exchange; Director of UCC Investors
Holding Inc. (Uniroyal Chemical Company, Inc.); Director or Trustee of various
not-for-profit organizations.
MICHAEL E. NUGENT, Trustee since July, 1991; age 59; 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.
JOHN L. SCHROEDER, Trustee since April, 1994; age 65; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September, 1995),
Chairman and Chief Investment Officer of Axe-Houghton Management and the
Axe-Houghton Funds (April, 1983-June, 1991) and President of USF&G Financial
Services, Inc. (June, 1990-June, 1991.)
4
<PAGE>
PHILIP J. PURCELL,* Trustee since April, 1994; age 52; Chairman of the Board
of Directors and Chief Executive Officer of DWDC, DWR, and Novus Credit Services
Inc.; Director of InterCapital, DWSC and Distributors; Director or Trustee of
the Dean Witter Funds; Director and/or officer of various DWDC subsidiaries.
The executive officers of the Trust other than shown above are: Sheldon
Curtis, Vice President, Secretary and General Counsel; Robert M. Scanlan, Vice
President; David A. Hughey, 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 Gerald J. Lian serve as Vice Presidents and Marilyn K. Cranney, Barry Fink,
Lou Anne D. McInnis, Ruth Rossi and Carsten Otto serve as Assistant Secretaries.
Mr. Curtis is 64 years old and is currently Senior Vice President, Secretary and
General Counsel of InterCapital and DWSC and Assistant Secretary of DWR; he is
also Senior Vice President, Assistant Secretary and Assistant General Counsel of
Distributors and Senior Vice President and Secretary of DWTC. Mr. Scanlan is 59
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 DWTC. He was previously Executive
Vice President of InterCapital (July, 1992-March, 1993) and prior thereto was
Chairman of Harborview Group Inc. Mr. Hughey is 64 years old and is currently
Executive Vice President and Chief Administrative Officer of InterCapital, DWSC,
Distributors and DWTC as well as a Director of DWTC. He was previously President
of DWTC (October, 1989-March, 1993). Mr. McAlinden is 53 years old and is
currently Executive Vice President (since April, 1996) and Chief Investment
Officer of InterCapital. He was previously Senior Vice President of InterCapital
(June, 1995-April, 1996). He was formerly a Managing Director at Dillon Reed.
Mr. Giambrone is 41 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August, 1995) and Director of
DWTC (since April, 1996). He was formerly a partner of KPMG Peat Marwick, LLP.
Mr. Willison is 52 years old and is currently Senior Vice President of
InterCapital. Mr. Caloia is 50 years old and is currently First Vice President
and Assistant Treasurer of InterCapital and DWSC. Ms. Stromberg is 47 years old
and is currently Vice President of InterCapital (since April, 1992). She was
formerly a portfolio manager with InterCapital (October, 1991-April, 1992) and
Vice President of Kidder Peabody Asset Management (October, 1985-October, 1991).
Mr. Arcieri is 47 years old and is currently Vice President of InterCapital. Mr.
Lian is 41 years old and is currently Vice President of InterCapital. He was
formerly a Senior Municipal Analyst with the American Express Company
(1984-1991). Other than Messrs. Scanlan, Giambrone, McAlinden and Lian and Ms.
Stromberg, 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 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 this Proxy Statement,
there are a total of 80 Dean Witter Funds, comprised of 120 portfolios. As of
March 31, 1996, the Dean Witter Funds had total net assets of approximately
$75.2 billion and more than five 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, DWDC. These
are the "disinterested" or "independent" Trustees. The other two Trustees (the
"management
- ------------------------
*Messrs. Fiumefreddo and Purcell may be deemed "interested persons" of the
Trust and its Investment Adviser as defined in Section 2(a)(19) of the Act, due
to their affiliation with the Investment Adviser and/or its affiliated
companies.
5
<PAGE>
Trustees") are affiliated with InterCapital. Five 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 Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans 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 Independent Trustees are required to select and nominate individuals to fill
any Independent Trustee vacancy on the Board of any Fund that has a Rule 12b-1
plan of distribution. Most of the Dean Witter Funds have such a plan.
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 December 31, 1995, the Board of Trustees of the
Trust held four meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held two, ten
and five 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 COMMITTEES
The Chairman of the Committees maintains an office at the Funds'
headquarters in New York. He is responsible for keeping abreast of regulatory
and industry 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
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<PAGE>
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 all three 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 Manager 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 Committees 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 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.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $1,000 ($1,200
prior to September 30, 1995) 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 $2,400, in each case inclusive of the Committee meeting fees). 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 Manager or
an affiliated company receive no compensation or expense reimbursement from the
Trust.
The Trust has 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 Trust,
commenc-
7
<PAGE>
ing 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 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 Trust 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 Trust. As of the date of this Proxy Statement, 57 Dean
Witter Funds have adopted the retirement program.
The following table illustrates the compensation paid and the retirement
benefits accrued to the Trust's Independent Trustees by the Trust for the fiscal
year ended December 31, 1995 and the estimated retirement benefits for the
Trust's Independent Trustees as of December 31, 1995.
<TABLE>
<CAPTION>
TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- --------------------------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDIT YEARS ESTIMATED ANNUAL
AGGREGATE BENEFITS OF SERVICE AT PERCENTAGE OF ESTIMATED BENEFITS
NAME OF INDEPENDENT COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE ELIGIBLE UPON
TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION COMPENSATION(2) RETIREMENT(3)
- -------------------- -------------- -------------- ---------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic....... $ 1,800 $ 454 10 57.5% $1,950 $ 1,121
Edwin J. Garn....... 1,950 698 10 57.5 1,950 1,121
John R. Haire....... 4,550(4) 3,613 10 57.5 5,093 2,929
Dr. Manuel H.
Johnson............ 1,950 281 10 57.5 1,950 1,121
Paul Kolton......... 1,950 1,601 10 57.0 2,425 1,383
Michael E. Nugent... 1,800 498 10 57.5 1,950 1,121
John L. Schroeder... 1,950 893 8 47.9 1,950 934
</TABLE>
- ------------
(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.
(2) Based on current levels of compensation.
(3) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1) above.
(4) Of Mr. Haire's compensation from the Trust, $3,150 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($750).
8
<PAGE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1995 for services
to the 79 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Kolton
and Nugent, the 11 TCW/DW Funds that were in operation at December 31, 1995.
With respect to Messrs. Haire, Johnson, Kolton and Nugent, the TCW/DW Funds are
included solely because of a limited exchange privilege between those Funds and
five Dean Witter Money Market Funds. Mr. Schroeder was elected as a Trustee of
the TCW/DW Funds on April 20, 1995.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS TOTAL CASH
FOR SERVICE CHAIRMAN OF COMPENSATION
AS DIRECTOR OR COMMITTEES OF FOR SERVICES
TRUSTEE AND FOR SERVICE AS INDEPENDENT TO
COMMITTEE MEMBER TRUSTEE AND DIRECTORS/ 79 DEAN
OF 79 DEAN COMMITTEE MEMBER TRUSTEES AND WITTER
WITTER OF 11 TCW/DW AUDIT FUNDS AND 11
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS COMMITTEES TCW/DW FUNDS
- --------------------------- ---------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Michael Bozic.............. $126,050 -- -- $126,050
Edwin J. Garn.............. 136,450 -- -- 136,450
John R. Haire.............. 98,450 $82,038 $217,350(5) 397,838
Dr. Manuel H. Johnson...... 136,450 82,038 -- 218,488
Paul Kolton................ 136,450 54,788 36,900(6) 228,138
Michael E. Nugent.......... 124,200 75,038 -- 199,238
John L. Schroeder.......... 136,450 46,964 -- 183,414
</TABLE>
- ------------
(5) For the 79 Dean Witter Funds in operation at December 31, 1995.
(6) For the 11 TCW/DW Funds in operation at December 31, 1995. Mr. Kolton will
retire as a Director or Trustee of each Dean Witter Fund and each TCW/DW
Fund by July 1, 1996. Upon Mr. Kolton's retirement, Mr. Haire will become
Chairman of the Committee of the Independent Trustees and the Audit
Committee of the TCW/DW Funds in addition to serving in such positions for
the Dean Witter Funds.
(2) APPROVAL OR DISAPPROVAL OF CURRENTLY
EFFECTIVE INVESTMENT ADVISORY AGREEMENT
The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Adviser" or "InterCapital"), pursuant to
an Investment Advisory Agreement dated June 30, 1993 (referred to herein as the
"Advisory Agreement") which took effect upon the distribution by Sears to its
shareholders of all the common shares of DWDC (the parent company of
InterCapital and DWR) then owned by Sears. The Advisory Agreement was initially
approved by the Board of Trustees on October 30, 1992 and by the shareholders of
the Trust at a Special Meeting of Shareholders held on February 25, 1993. The
present Advisory Agreement supersedes an earlier advisory agreement also
approved by shareholders on February 25, 1993 in connection with the assumption
by InterCapital of the investment advisory activities previously performed by
another investment adviser and which took effect on March 1, 1993. The terms of
the Advisory Agreement are described below. The Advisory Agreement was last
approved by the shareholders of the Trust as a routine matter at their Annual
Meeting held on June 22, 1995. The Agreement's continuation until April 30, 1997
was approved by the Trustees, including a majority of the Independent Trustees,
at a meeting of the Board held on April 17, 1996. In the event shareholders do
not approve continuance of the Advisory Agreement by the required majority vote
at the forthcoming meeting or any adjournment thereof, the Board of Trustees of
the Trust will take such action as it deems to be in the best interest of the
Trust and its shareholders, which may include calling a special meeting of
shareholders to vote on a new investment advisory agreement.
9
<PAGE>
In considering whether or not to approve the Advisory Agreement, the Board
of Trustees reviewed the terms of the agreement and considered all materials and
information deemed relevant to its determination. Among other things, the Board
considered the nature and scope of services to be rendered, the quality of the
Investment Adviser's services and personnel, and the appropriateness of the fees
that are paid under the Advisory Agreement, taking into account other fees paid
to affiliates of the Investment Adviser, pursuant to Administration and Transfer
Agency Agreements (see below). Based upon its review, the Board of Trustees,
including all of the Independent Trustees, determined that the approval of the
Advisory Agreement was in the best interests of the Trust and its shareholders.
The favorable vote of a majority of the outstanding voting securities of the
Trust is required for the approval of the Advisory Agreement. Such a majority is
defined in the Act as the lesser of: (a) 67% or more of the shares present at
the Meeting, if the holders of more than 50% of the outstanding shares of the
Trust are present or represented by proxy, or (b) more than 50% of the
outstanding shares.
THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVED THE ADVISORY AGREEMENT.
THE ADVISORY AGREEMENT
The Advisory Agreement provides that the Investment Adviser shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Adviser obtains and evaluates such
information and advice relating to the economy, securities markets and specific
securities as it considers necessary or useful to continuously manage the assets
of the Trust in a manner consistent with its investment objectives and policies.
In addition, the Investment Adviser pays the compensation of all personnel,
including officers of the Trust, who are its employees. The Investment Adviser
has authority to place orders for the purchase and sale of portfolio securities
on behalf of the Trust without prior approval of its Trustees. The Trustees
review the investment portfolio at their regular meetings. 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
following annual rates to the Trust's weekly net assets: 0.40% of the portion of
the average weekly net assets not exceeding $250 million and 0.30% 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 $1,098,461 during the fiscal year ended December 31, 1995. The
net assets of the Trust totalled $287,244,364 at December 31, 1995.
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 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
10
<PAGE>
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 had an initial term ending April 30, 1994 and
provides that, after the initial period of effectiveness, it 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 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 Act) at a meeting called for the purpose of voting on such
approval. The Advisory Agreement's continuation until April 30, 1997 was
approved by the Trustees, including a majority of the Independent Trustees, at a
Meeting of the Trustees held on April 17, 1996, called for the purpose of
approving the Advisory Agreement.
The Advisory Agreement also provides that it may be terminated at any time
by the Investment Adviser, the Trustees of the Trust 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.
THE 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 Dean Witter, Discover & Co. ("DWDC"), a balanced financial
services organization providing a broad range of nationally marketed credit and
investment products. In an internal reorganization which took place in January,
1993, InterCapital assumed the investment advisory, management and
administrative activities previously performed by the InterCapital Division of
DWR.
InterCapital's wholly-owned subsidiary, DWSC, 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 annual rate of 0.25% to
the portion of the Trust's average weekly net assets not exceeding $250 million;
0.20% to the portion of the Trust's average weekly net assets exceeding $250
million but not exceeding $500 million; 0.167% to the portion to the Trust's
average weekly net assets exceeding $500 million but not exceeding $750 million;
and 0.133% to the portion of the Trust's average weekly net assets exceeding
$750 million. 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 December 31, 1995, the Trust accrued to DWSC, pursuant to an
Administration Agreement, total compensation of $690,526.
11
<PAGE>
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 DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, Executive Vice President of DWDC and Director of DWR, Distributors,
InterCapital, DWSC and DWTC; James F. Higgins, President and Chief Operating
Officer of Dean Witter Financial, Executive Vice President of DWDC and Director
of DWR, Distributors, InterCapital, DWSC and DWTC; 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 DWTC;
Christine A. Edwards, Executive Vice President, Secretary and General Counsel of
DWDC, 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 Financial Officer of DWDC and Executive Vice
President, Chief Financial Officer and Director of DWR, Distributors,
InterCapital and DWSC.
The business address of the foregoing Executive Officer and Directors is Two
World Trade Center, New York, New York 10048.
InterCapital and 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 net assets of and the fees payable by such
companies, including the Trust.
DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC 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 December 31, 1995, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Adviser, transfer agency fees of $122,682.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of DWDC, DWR is an
affiliated broker of InterCapital. For the fiscal year ended December 31, 1995,
the Trust paid no brokerage commissions to DWR.
(3) 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 December 31,
1996. Price Waterhouse LLP has been the independent accountants for the Trust
since its inception, and have no direct or indirect financial interest in the
Trust.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting of Shareholders and will be available to make a statement and 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.
12
<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 they are entitled to vote in favor of Proposal Two and will
vote against any such adjournment those proxies required to be voted against
that proposal.
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.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 20, 1996, for
inclusion in the proxy statement and proxy for that meeting.
REPORTS TO SHAREHOLDERS
The Trust's most recent Annual Report, for the fiscal year ended January 31,
1996, has been previously sent to Shareholders and is available without charge
upon request from Adrienne Ryan-Pinto at Dean Witter Trust Company, Harborside
Financial Center, Plaza Two, Jersey City, New Jersey 07311 (telephone
1-800-869-NEWS) (toll-free).
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 attached 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
SHELDON CURTIS
SECRETARY
13
<PAGE>
APPENDIX
InterCapital serves as investment manager or investment adviser to the Trust
and the other investment companies listed below which have similar investment
objectives to that of the Trust, with the net assets shown as of April 17, 1996.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 04/17/96 ADVISORY FEE RATE(S)
--------------- ------------------------------
<C> <S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*................................... $ 1,300,553,513 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL
TRUST*.................................. $ 72,074,852 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST*.................................. $ 409,740,249 0.35%(1)
4. DEAN WITTER NATIONAL MUNICIPAL TRUST*... $ 79,671,913 0.35%(2)
5. DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*................................... $ 205,210,883 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES
TRUST*.................................. $ 1,241,295,785 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
7. INTERCAPITAL CALIFORNIA INSURED
MUNICIPAL INCOME TRUST**................ $ 239,422,959 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY
MUNICIPAL SECURITIES**.................. $ 199,154,445 0.35%
9. INTERCAPITAL INSURED CALIFORNIA
MUNICIPAL SECURITIES**.................. $ 62,705,464 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**................................. $ 108,224,922 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**................................. $ 585,642,124 0.35%
12. INTERCAPITAL INSURED MUNICIPAL
SECURITIES**............................ $ 135,956,546 0.35%
13. INTERCAPITAL INSURED MUNICIPAL
TRUST**................................. $ 478,090,568 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**............................ $ 91,766,895 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**................................. $ 731,208,857 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL
INVESTMENT TRUST**...................... $ 373,911,360 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**............................ $ 360,997,056 0.35%
18. MUNICIPAL INCOME TRUST**................ $ 303,209,570 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 04/17/96 ADVISORY FEE RATE(S)
--------------- ------------------------------
<C> <S> <C> <C>
19. MUNICIPAL INCOME TRUST II**............. $ 276,906,689 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MUNICIPAL INCOME TRUST III**............ $ 62,587,700 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES
TRUST**................................. $ 175,002,787 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST
II**.................................... $ 174,588,791 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST
III**................................... $ 102,089,048 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST**........ $ 357,398,091 0.40%
25. DEAN WITTER SELECT MUNICIPAL
REINVESTMENT FUND***.................... $ 92,410,322 0.50%
26. DEAN WITTER HAWAII MUNICIPAL TRUST*..... $ 2,300,823 0.35%(3)
</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, until December 31, 1996, to assume all
operating expenses (except for any 12b-1 and brokerage fees) of the
Massachusetts, Michigan, Minnesota, New York and Ohio Series of Dean Witter
Multi-State Municipal Series Trust and to waive the compensation provided
for in its investment management agreement with that company in respect to
the aforementioned Series to the extent that such expenses and compensation
on an annualized basis exceed 0.50% of the average daily net assets of the
pertinent Series.
(2) InterCapital has undertaken, until December 31, 1996, to assume all
operating expenses (except for any 12b-1 and brokerage fees) of Dean Witter
National Municipal Trust and to waive the compensation provided for in its
investment management agreement with that company to the extent that such
expenses and compensation on an annualized basis exceed 0.50% of the average
daily net assets of that company.
(3) InterCapital has undertaken, until December 31, 1996, 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.
I-2
<PAGE>
MUNICIPAL INCOME TRUST II
ANNUAL MEETING OF SHAREHOLDERS -- JUNE 27, 1996
PROXY
The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
SHELDON CURTIS, 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 II on June 27, 1996 at 11:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated April 22 , 1996 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON THE
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND FOR THE
PROPOSALS.
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1 ELECTION OF TRUSTEES: / / FOR ALL NOMINEES / / WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees listed below)
Michael Bozic and Charles A. Fiumefreddo
(INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name on the space provided below.)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
2 APPROVAL OF INVESTMENT ADVISORY AGREEMENT: 3 RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP
AS INDEPENDENT ACCOUNTANTS:
/ / FOR / / AGAINST / / ABSTAIN / / FOR / / AGAINST / / ABSTAIN
and in their discretion in the transaction of any other business which may properly come before the meeting.
124
</TABLE>
Please sign personally. If the
shares are registered in more than
one name, each joint owner or each
fiduciary should sign personally.
Only authorized officers should
sign for Incorporations.
Dated
----------------------------------
----------------------------------
Signature
----------------------------------
Signature
