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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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
DEAN WITTER STRATEGIST FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Item 22(a)(2) of Schedule 14A under the Exchange Act.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(4) and 0-11.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
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) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DEAN WITTER STRATEGIST FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1995
A Special Meeting of Shareholders of Dean Witter Strategist Fund
("Strategist") will be held at the Conference Center, 44th Floor, Two World
Trade Center, New York, New York 10048, on December 19, 1995 at 9:00 A.M., New
York time, for the following purposes:
1. To consider and vote upon an amendment to Strategist's Plan of
Distribution under Rule 12b-1 (the "Amendment"), in connection with the
acquisition of the assets of Dean Witter Managed Assets Trust ("Managed
Assets"), to authorize explicitly payments of expenses associated with
the distribution of shares of an acquired fund (including Managed
Assets).
2. 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 October 20, 1995 are
entitled to notice of and to vote at the Meeting. Please read the Proxy
Statement carefully before telling us, through your proxy or in person, how you
wish your shares to be voted. The Board of Trustees of Strategist recommends a
vote in favor of the Amendment. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Trustees,
SHELDON CURTIS,
SECRETARY
October 25, 1995
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.
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DEAN WITTER STRATEGIST FUND
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 19, 1995
This statement is being furnished to the shareholders of Dean Witter
Strategist Fund ("Strategist") in connection with the solicitation of proxies by
the Board of Trustees of Strategist (the "Board") for use at the Special Meeting
of Shareholders of Strategist to be held on December 19, 1995, and at any
adjournments thereof (the "Meeting").
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 in favor of Proposal 1 as set forth in the Notice
of Special Meeting of Shareholders. The Board knows of no other business, other
than that set forth in the Notice of Special Meeting, that will be presented for
consideration at the Meeting. However, the proxy confers discretionary authority
upon the persons named therein to vote as they determine on other business, not
currently contemplated, which may come before the Meeting. Shares owned of
record by a broker-dealer for the benefit of its customers will be voted by the
broker-dealer based on instructions received from its customers and will not be
voted if no instructions are received. Abstentions and broker "non-votes" will
be counted as present for the purpose of determining a quorum and will have the
same effect as a vote against Proposal 1. If a shareholder executes and returns
a proxy but fails to indicate how the votes should be cast, the proxy will be
voted in favor of Proposal No. 1. A proxy may be revoked at any time prior to
its exercise by (i) delivering written notice of revocation to the Secretary of
Strategist at Two World Trade Center, New York, New York 10048; (ii) attending
the meeting and voting in person; or (iii) signing and returning a new proxy (if
returned and received in time to be voted). Attendance at the Meeting will not
in and of itself revoke a proxy.
Shareholders as of the close of business on October 20, 1995, 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 20, 1995 there were 55,929,883 shares of
beneficial interest of Strategist outstanding, all with $0.01 par value. No
person was known to own as much as 5% of the outstanding shares of Strategist on
that date. The Trustees and officers of Strategist, together, owned less than 1%
of Strategist's outstanding shares on that date. The percentage ownership of
shares of Strategist 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 Dean Witter InterCapital Inc.
("InterCapital"). The solicitation of proxies will be
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by mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees and officers of Strategist and regular employees of
InterCapital. The first mailing of this proxy statement is expected to be made
on or about October 25, 1995.
(1) AMENDMENT TO STRATEGIST'S PLAN OF DISTRIBUTION UNDER RULE 12B-1, IN
CONNECTION WITH THE ACQUISITION OF THE ASSETS OF DEAN WITTER MANAGED ASSETS
TRUST ("MANAGED ASSETS"), TO AUTHORIZE EXPLICITLY PAYMENTS OF EXPENSES
ASSOCIATED WITH DISTRIBUTION OF SHARES OF AN ACQUIRED FUND (INCLUDING
MANAGED ASSETS)
THE INVESTMENT MANAGER AND THE PRINCIPAL UNDERWRITER
InterCapital is Strategist's investment manager and provides all investment
advisory, management and administrative services to Strategist. Dean Witter
Distributors Inc. ("Distributors" or the "Distributor") is the principal
underwriter of Strategist. Both InterCapital and Distributors are wholly-owned
subsidiaries of Dean Witter, Discover & Co. ("DWDC"), a balanced financial
services organization providing a broad range of nationally marketed credit and
investment products. InterCapital and Distributors both maintain offices at Two
World Trade Center, New York, New York 10048.
BACKGROUND
The Board has approved an Agreement and Plan of Reorganization dated as of
August 24, 1995 (the "Agreement"), between Strategist and Dean Witter Managed
Assets Trust ("Managed Assets"). Pursuant to such Agreement, substantially all
of the assets of Managed Assets, subject to stated liabilities, will be combined
with those of Strategist and shareholders of Managed Assets will become
shareholders of Strategist, receiving shares of Strategist with a value equal to
the value of their holdings in Managed Assets on the date of such transaction
(the "Reorganization"). The Board has determined that the Reorganization is in
the best interests of Strategist and that the interests of existing shareholders
will not be diluted as a result thereof. The Reorganization will result in
economies of scale to the extent that various fixed expenses can be spread over
a larger base of assets. Such economies of scale will inure to the benefit of
shareholders. Consummation of the Reorganization is conditioned upon a number of
factors, including the approval by the requisite percentage of Strategist
shareholders of an amendment to Strategist's plan of distribution under Rule
12b-1 under the Investment Company Act of 1940 (the "Plan") with the
Distributor, as described below.
CURRENT PLAN OF DISTRIBUTION UNDER RULE 12B-1
Strategist is authorized to bear the expenses associated with the
distribution of its shares pursuant to the provisions of the Plan. The Plan was
adopted by the Board on July 27, 1989, and was most recently amended by the
Board on April 28, 1993. The Board voted on April 20, 1995, to continue the Plan
until April 30, 1996. The Plan provides for payments by Strategist to the
Distributor at the annual rate of 1.0% of (i) the lesser of (a) 1% per annum of
the average daily aggregate gross sales of Strategist shares since the
effectiveness of the first amendment of the Plan on November 8, 1989 (not
including reinvestment of dividends and capital gains distributions) less the
average daily aggregate net asset value of the shares of Strategist redeemed
since the effectiveness of the first amendment of the Plan upon which a
contingent deferred sales charge has been imposed or waived, or (b) 1% per annum
of Strategist's average daily net assets attributable to shares issued since the
effectiveness of the first amendment of the Plan; and (ii) 0.25% of Strategist's
average daily net assets attributable to shares issued prior to the
effectiveness of the first amendment of the Plan. For the fiscal year ended July
31,
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1995, Strategist paid the Distributor $7,304,905 under the Plan, representing
0.91% of average net assets during such fiscal year. A portion of this 12b-1 fee
not exceeding 0.25% of Strategist's average daily net assets is characterized as
a service fee within the meaning of National Association of Securities Dealers,
Inc. guidelines.
Paragraph 2 of the Plan sets forth the purposes for which payments may be
made under the Plan. That paragraph provides that:
"The amount set forth in paragraph 1 of this Plan shall be paid
for services of the Distributor, [Dean Witter Reynolds Inc.
("DWR")], its affiliates and other broker-dealers it may select in
connection with the distribution of the Fund's shares, including
personal services to shareholders with respect to their holdings
of Fund shares . . . ."
In addition, the Distributor may utilize fees paid pursuant to the Plan to
compensate DWR and other selected broker-dealers for their opportunity costs in
advancing sales commissions, incentive compensation and expenses of DWR account
executives and others who engage in or support distribution of Strategist shares
or who service shareholder accounts. Such compensation would be in the form of a
carrying charge on any unreimbursed distribution expenses.
PROPOSED AMENDMENT
In any given year, the Distributor may incur expenses in distributing shares
of Strategist and Managed Assets, respectively, which may be in excess of the
total of payments pursuant to their respective 12b-1 plans and the proceeds of
contingent deferred sales charges paid by investors upon the redemption of
shares. In connection with the Reorganization, the excess distribution charges
of Managed Assets will be combined with the excess distribution expenses of
Strategist and reflected in reports provided to Strategist's Board in its annual
review of management and distribution arrangements. As of July 31, 1995, Managed
Assets' and Strategist's respective excess distribution expenses amounted to
$13,814,020 and $24,218,844, representing 3.45% and 2.76% of Managed Assets' and
Strategist's respective net assets. If the Reorganization had occurred on that
date, the combined fund's total excess distribution expenses would be equal to
$38,032,864 (or 2.98% of combined assets of $1,278,407,662). The Board is of the
view that reports of excess distribution expenses will serve as a useful
reminder of the Distributor's unreimbursed distribution expenses which the Board
may accord such weight as it deems appropriate in making its annual
determination as to whether to continue the Plan.
Strategist has been advised by counsel that the Plan, as currently in
effect, authorizes the proposed treatment of excess distribution expenses.
Nevertheless, shareholder approval of an amendment to the Plan (the "Amendment")
is being solicited to authorize explicitly payments with respect to expenses
associated with the distribution of shares of an acquired fund (including
Managed Assets). Specifically, if the Amendment is approved, the following
sentence will be added to paragraph 2 of Strategist's Plan:
"Payments may also be made with respect to distribution expenses
incurred in connection with the distribution of shares, including
personal services to shareholders with respect to holdings of
shares, of an investment company whose assets are acquired by
[Strategist] in a tax-free reorganization."
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THE BOARD'S CONSIDERATION
Adoption of the Amendment will have no immediate implications for
Strategist. Payments under the Plan would continue to be made at the annual
rates specified in the Plan. While the Distributor may hope to recover its
excess distribution expenses over an extended period of time, Strategist is not
obligated to assure that such amounts are recouped by the Distributor. These
excess distribution expenses do not currently appear as an expense or liability
on the books of Managed Assets nor will they so appear on the books of
Strategist subsequent to the Reorganization until paid or accrued. They do not
enter into the calculation of net asset value and do not enter into the formula
for calculation of 12b-1 payments. Even in the event of termination or
non-continuance of the Plan, Strategist is not legally committed, and is not
required to commit, to the payment of those expenses upon termination or
non-continuance of the Plan. Nor has the Board made any determination as to
whether it would be appropriate for Strategist to pay amounts attributable to
expenses associated with the distribution of Managed Assets' shares. Rather, the
Board has taken the position that in the event Stragegist's 12b-1 Plan is
terminated or not continued for any reason, the Board will determine at that
time how such excess distribution expenses will be treated. The Amendment would
simply make it clear that (i) excess distribution expenses associated with
Managed Assets may appropriately be reflected in reports provided to the Board
and (ii) Strategist is authorized to pay the expenses of the Distributor
incurred in distribution of shares of Managed Assets to the extent the Board
determines it appropriate to do so.
The Board of Trustees, including a majority of the trustees who are not
"interested persons" of Strategist (the "Independent Trustees"), approved the
Amendment at a meeting called for the purpose of voting on the Amendment.
VOTE REQUIRED
Approval of the Amendment requires the affirmative vote of a "majority of
the outstanding voting securities" of Strategist. Under the Investment Company
Act of 1940, as amended, a "vote of the majority of the outstanding voting
securities" means the affirmative vote of the lesser of (a) 67% or more of the
shares of Strategist present at the Meeting or represented by proxy if the
holders of more than 50% of the outstanding shares are present or represented by
proxy or (b) more than 50% of Strategist's outstanding shares. If the Amendment
is not approved by shareholders, the Plan will remain in effect.
THE BOARD OF TRUSTEES OF STRATEGIST, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT SHAREHOLDERS APPROVE THE PROPOSED AMENDMENT OF
STRATEGIST'S PLAN OF DISTRIBUTION UNDER RULE 12B-1 AS DESCRIBED ABOVE.
ADJOURNMENTS
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 Strategist'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 1 and will
vote against any such adjournment those proxies required to be voted against
that proposal.
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SHAREHOLDER PROPOSALS
Strategist does not hold regular shareholder meetings. Proposals of
shareholders intended to be presented at the next meeting of shareholders must
be received a reasonable time prior to the mailing of the proxy materials sent
in connection with the meeting, for inclusion in the proxy statement for that
meeting.
REPORTS TO SHAREHOLDERS
STRATEGIST'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED JULY 31,
1995, 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 1-800-869-6397) (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 intended that the persons named in the attached form of proxy, of their
substitutes, will vote such proxy in accordance with their judgment on such
matters.
By Order of the Board of Trustees,
SHELDON CURTIS,
SECRETARY
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DEAN WITTER STRATEGIST FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD DECEMBER 19, 1995
The undersigned shareholder of Dean Witter Strategist Fund ("Strategist")
does hereby appoint Sheldon Curtis, Edmund C. Puckhaber and Robert M. Scanlan,
and each of them, as attorneys-in-fact and proxies of the undersigned, with full
power of substitution, to attend the Special Meeting of Shareholders of
Strategist to be held on December 19, 1995, at the Conference Center, 44th
Floor, Two World Trade Center, New York, New York at 9:00 A.M., New York time,
and at all adjournments thereof, and to vote the shares held in the name of the
undersigned on the record date for said meeting for the Proposal specified on
the reverse side. Said attorneys-in-fact shall vote in accordance with their
best judgment as to any other matter.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS
A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED ON THE REVERSE SIDE OR "FOR" IF NO CHOICE IS INDICATED.
Please mark your proxy, date and sign it on the reverse side and return it
promptly in the accompanying envelope, which requires no postage if mailed in
the United States.
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Please mark boxes / / or /X/ in blue or black ink.
The Proposal:
Approval of an amendment to the Plan of Distribution under Rule
12b-1 of Dean Witter Strategist Fund, in connection with the acquisition
of the assets of Dean Witter Managed Assets Trust ("Managed Assets"), to
authorize explicitly payments of expenses associated with the
distribution of shares of an acquired fund (including Managed Assets).
/ / FOR / / AGAINST / / ABSTAIN
035
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
corporations.
Dated __________________________
________________________________
Signature
________________________________
Signature
