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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 Premium 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 PREMIUM INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 1997
The Annual Meeting of Shareholders of MUNICIPAL PREMIUM 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 3:00 p.m., New York City time, for the following
purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. To elect three (3) 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 May 31, 1998;
and
3. 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 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 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 PREMIUM 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 PREMIUM 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 to be elected by all Shareholders and in favor of Proposal 2. 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 outstanding 24,544,924 Common Shares of
beneficial interest and 1,000 Preferred Shares of beneficial interest of the
Trust, 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 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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<PAGE>
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. At the Meeting, three Trustees
are to be elected to the Trust's Board of Trustees by the holders of the
Common Shares and the Preferred Shares voting together as a single class.
There are presently nine Trustees, three of whom (Wayne E. Hedien, Manuel H.
Johnson and John L. Schroeder) are standing for election at this Meeting to
serve until the year 2000 Annual Meeting in accordance with the Trust's
Declaration of Trust.
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 these nominees:
Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder. 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 of Trustees 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 of the Trust
represented and entitled to vote at the Meeting.
Pursuant to the provisions of the Trust's Declaration of Trust, the
Trustees are divided into three separate classes, each class having a term of
three years. The term of office of one of each 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 of Trustees, 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. In addition, the Board has further determined that one each of the
Class I Trustees and the Class III Trustees will be designated to be elected
by the Preferred Shareholders voting separately. In this regard, Charles A.
Fiumefreddo and John R. Haire serve as Trustees of the Trust's Board of
Trustees on behalf of the Preferred
3
<PAGE>
Shareholders, the term of each to expire with his designated Class. In
accordance with the above, the Trustees in Class II 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 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 as the "Dean Witter Funds"), and the 14 investment
companies for which DWSC, a wholly-owned subsidiary of InterCapital, 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 by all Shareholders
are:
WAYNE E. HEDIEN, Trustee/Director of each Fund since September, 1997; 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 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
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company (August 1991-September,
1995) and Chairman and Chief Investment Officer of Axe-Houghton Management
and the Axe-Houghton Funds (1983-1991).
The Trustees who are not standing for reelection at the 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 Dean Witter
Distributors Inc. ("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 Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD") subsidiaries;
formerly Executive Vice President and Director of Dean Witter, Discover & Co.
(until February, 1993).
4
<PAGE>
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 64; 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. (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 Commitee and Chairman of the Commitee 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; age 54; Chairman of the
Board of Directors and Chief Executive Officer of MSDWD, 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 MSDWD
subsidiaries.
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, Gerard J. Lian,
Katherine H. Stromberg and Joseph Arcieri are Vice Presidents of the Trust
and Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, Lou Anne D. McInnis,
Carsten Otto and Ruth Rossi 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 of Distributors (since February, 1997). 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, 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 and a Director of DWT (since April, 1996); he is also Chief
Investment Officer of InterCapital. He was previously Senior Vice President
of InterCapital (June, 1995-April, 1996). He was formerly a Managing Director
of 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 of InterCapital and Assistant Treasurer of InterCapital and
DWSC. Mr. Arcieri is 49 years old and is currently Vice President of
InterCapital. Mr. Lian is 42 years old and is currently
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<PAGE>
a Vice President of InterCapital. Ms. Stromberg is 49 years old and is
currently Vice President of InterCapital (since April, 1992). 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
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 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 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. There are no nominating or
compensation committees of the Trustees.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
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.
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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 May 31, 1997, 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 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 Committees of the Independent Trustees and the Audit
Committee 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 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 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 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.
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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.
As of October 24, 1997, 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 Manager 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 May 31, 1997.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------
<S> <C>
Michael Bozic .............. $1,700
Edwin J. Garn .............. 1,800
John R. Haire............... 3,650
Dr. Manuel H. Johnson....... 1,750
Michael E. Nugent .......... 1,800
John L. Schroeder........... 1,800
</TABLE>
8
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The following table illustrates the compensation paid to the Fund'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
COMMITTEES OF FOR SERVICE AS
INDEPENDENT CHAIRMAN OF
FOR SERVICE DIRECTORS/ COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS TRUSTEES AND INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND AUDIT TRUSTEES FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AND AUDIT 82 DEAN WITTER
NAME OF OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
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 Statement of Additional Information, 57 of the Dean
Witter Funds, including the Fund, 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
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
Fund's Independent Trustees by the Fund for the fiscal year ended May 31,
1997 and by the 57 Dean Witter Funds (including the Fund) for the year ended
December 31, 1996, and the estimated retirement benefits for the Fund's
Independent Trustees, to commence upon their retirement, from the Fund as of
May 31, 1997 and from the 57 Dean Witter Funds as of December 31, 1996.
RETIREMENT BENEFITS FROM THE FUND AND ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
-------------------------------- ESTIMATED ANNUAL
ESTIMATED RETIREMENT BENEFITS BENEFITS
CREDITED ACCRUED AS EXPENSES UPON RETIREMENT(2)
YEARS ESTIMATED --------------------- ------------------
OF SERVICE AT PERCENTAGE OF BY ALL FROM FROM ALL
RETIREMENT ELIGIBLE BY THE ADOPTING THE ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION FUND FUNDS FUND FUNDS
- --------------------------- --------------- --------------- -------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic .............. 10 50.0% $ 343 $20,147 $ 875 $ 51,325
Edwin J. Garn .............. 10 50.0 483 27,772 875 51,325
John R. Haire .............. 10 50.0 (561)(3) 46,952 2,211 129,550
Dr. Manuel H. Johnson ..... 10 50.0 205 10,926 875 51,325
Michael E. Nugent .......... 10 50.0 345 19,217 875 51,325
John L. Schroeder........... 8 41.7 656 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 extension of Mr. Haire's term as Trustee until
June 1, 1998.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
THE INVESTMENT ADVISER AND THE INVESTMENT ADVISORY AGREEMENT
InterCapital serves as the investment adviser (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 the Investment Adviser shall
continously 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
10
<PAGE>
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 and accrued weekly and
payable monthly and which is determined by applying the annual rate of 0.40%
to the Trust's average weekly net assets. Pursuant to the Advisory Agreement,
the Trust accrued to the Investment Adviser total compensation of $1,417,354
during the fiscal year ended May 31, 1997. The net assets of the Trust
totalled $349,294,319 at May 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 preparation, 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 ending
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 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.
11
<PAGE>
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 securities firm that
maintains leading market positions in each of its three primary
businesses--securities, asset management and credit services.
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 Trust's weekly net assets. For the fiscal year ended May
31, 1997, the Trust accrued to DWSC, pursuant to an Administration Agreement,
total compensation of $885,846.
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 DWR, Distributors, InterCapital, DWSC and DWT; James
F. Higgins, President and Chief Operating Officer of Dean Witter Financial
and Director of DWR, Distributors, InterCapital, DWSC and DWT; 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 DWR, Distributors, InterCapital and DWSC.
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 net
assets and 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 management, will be resolved with no material effect on the
consolidated financial position of the company.
During the fiscal year ended May 31, 1997, the Trust accrued to Dean
Witter Trust FSB, the Trust's Transfer Agent and an affiliate of the
Investment Adviser, transfer agency fees of $95,800.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of the Trust. During the fiscal year ended May 31, 1997,
the Trust did not pay any brokerage commissions to DWR.
12
<PAGE>
(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 May 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.
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.
SHAREHOLDER 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 and proxy 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 MAY 31,
1997 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
13
<PAGE>
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 intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment
on such matters.
By Order of the Trustees
BARRY FINK
Secretary
14
<PAGE>
APPENDIX
InterCapital serves as investment adviser to Municipal Premium 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 Premium 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>
[FN]
- ------------
* 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 PREMIUM 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 Premium Income Trust on December 18, 1997, at 3:00 p.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 THE PROPOSAL 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 three (3) Trustees:
Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder
FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]
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.
PREFERRED SHARES
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date ____________________________
Please make sure to sign and date this Proxy using black or blue ink.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Shareholder sign in the box above
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PRX 00097[arrow up][arrow up] PLEASE DETACH AT PERFORATION [arrow up][arrow up]
MUNICIPAL PREMIUM INCOME TRUST
- ------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
MUNICIPAL PREMIUM 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 Premium Income Trust on December 18, 1997, at 3:00 p.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 THE PROPOSAL 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
COMMON SHARES
1. Election of three (3) Trustees:
Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder
FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]
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.
2. Ratification of appointment of
Price Waterhouse LLP as
independent accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date ____________________________
Please make sure to sign and date this Proxy using black or blue ink.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Shareholder sign in the box above
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PRX 00097[arrow up][arrow up] PLEASE DETACH AT PERFORATION [arrow up][arrow up]
MUNICIPAL PREMIUM INCOME TRUST
- ------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
