<PAGE>
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11 (c) or
Section 240.14a-12
Morgan Stanley Dean Witter 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>
MORGAN STANLEY DEAN WITTER MUNICIPAL PREMIUM INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 21, 1999
The Annual Meeting of Shareholders of MORGAN STANLEY DEAN WITTER MUNICIPAL
PREMIUM INCOME TRUST (the "Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be held in the Career
Development Room, Sixty-First Floor, Two World Trade Center, New York, New York
10048, on December 21, 1999 at 11:00 a.m., New York City time, for the following
purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. To elect one (1) Trustee to serve until the year 2002 Annual Meeting
or until his successor shall have been elected and qualified;
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
the Trust's independent accountants for the fiscal year ending May 31,
2000; and
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
MATTER TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
To elect one (1) Trustee, to serve until the year 2002 Annual Meeting or
until his successor shall have been elected and qualified.
Shareholders of record as of the close of business on October 20, 1999 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.
Alternatively, if you are eligible to vote telephonically by touchtone telephone
or electronically on the Internet (as discussed in the enclosed Proxy Statement)
you may do so in lieu of attending the Meeting in person.
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 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 29, 1999
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. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
<PAGE>
MORGAN STANLEY DEAN WITTER MUNICIPAL PREMIUM INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 21, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MORGAN STANLEY DEAN WITTER MUNICIPAL
PREMIUM INCOME TRUST (the "Trust") for use at the Annual Meeting of Shareholders
of the Trust to be held on December 21, 1999 (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 the nominee for election as Trustee to be
elected by all shareholders ("Shareholders") and for the nominee for election as
Trustee to be elected by only the preferred shareholders ("Preferred
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 whether by mail or, as discussed below, by touchtone
telephone or the internet (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.
Shareholders of record as of the close of business on October 20, 1999, 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, 1999 there were
outstanding 23,055,624 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 Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"
or the "Investment Advisor"), Morgan Stanley Dean Witter Trust FSB ("MSDW
Trust"), Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services")
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 29, 1999.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this Proxy Statement. To vote by touchtone telephone, Shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, Shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to Shareholders whose shares are
held in street name.
2
<PAGE>
In certain instances, William F. Doring & Co. and MSDW Trust 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 in this manner 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 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 or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the last vote
that is counted and will revoke all previous votes by the Shareholder. 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 eight. There are presently eight
Trustees, two of whom are standing for election at this Meeting to serve until
the year 2002 Annual Meeting in accordance with the Trust's Declaration of
Trust. At the Meeting, one Trustee (Michael Bozic) is 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. Additionally, pursuant to the
Declaration of Trust and the Investment Company Act of 1940 as amended (the
"1940 Act"), one Trustee (Charles A. Fiumefreddo) is to be elected to the
Trust's Board of Trustees by the holders of the Preferred Shares voting
separately as a single class.
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, 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 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 MSDW Advisors 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 previously 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: 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 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 the nominee listed above to be elected by all
Shareholders requires the approval of a majority of the shares of the Trust
represented and
3
<PAGE>
entitled to vote at the Meeting (Common Shares and Preferred Shares voting
together as a single class). The election of the nominee listed above to be
elected by only the Preferred Shareholders requires the approval of a majority
of the Preferred Shares of the Trust represented and entitled to vote at the
Meeting (voting separately as a single class).
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 and serve 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, 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 II Trustees will be designated to be elected by the Preferred
Shareholders voting separately. In this regard, Charles A. Fiumefreddo and
Manuel H. Johnson serve as Trustees of the Trust's Board of Trustees on behalf
of the Preferred Shareholders, the term of each to expire with his designated
Class. In accordance with the above, the Trustees in Class I are standing for
election at this Meeting and, if elected, will serve until the year 2002 Annual
Meeting or until their successors shall have been elected and qualified. As a
consequence of this method of election, the replacement of a majority of the
Board could be delayed for up to two years.
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 20, 1999 (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 92 investment companies, including the Trust, for which MSDW
Advisors serves as investment manager or investment adviser (referred to herein
as the "Morgan Stanley Dean Witter Funds"), and the 3 investment companies,
TCW/DW Term Trust 2000, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003, for
which MSDW Services, a wholly-owned subsidiary of MSDW Advisors, serves as
manager and TCW Funds Management, Inc., serves as investment adviser (referred
to herein as the "TCW/DW Term Trusts").
The nominee for Trustee to be elected at the Meeting by all Shareholders
is:
MICHAEL BOZIC, Trustee since April 1994; age 58; Director or Trustee of the
Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage
Index Series; Vice Chairman of Kmart Corporation (since December, 1998);
formerly Chairman and Chief Executive Officer of Levitz Furniture Corporation
(November 1995-November 1998); 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. and Weirton Steel Corporation.
The nominee for Trustee to be elected at the Meeting by only the Preferred
Shareholders is:
CHARLES A. FIUMEFREDDO, Trustee since June, 1991; age 66; Chairman,
Director or Trustee and Chief Executive Officer of the Morgan Stanley Dean
Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
formerly, Chairman, Chief Executive Officer and Director of MSDW Advisors,
4
<PAGE>
MSDW Services and Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), Executive Vice President of DWR, Chairman and Director of MSDW
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("MSDW") subsidiaries (until June, 1998).
The Trustees who are not standing for reelection at the Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 67; Director or
Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly Mayor
of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery
(April 12-19, 1985); Vice Chairman, Huntsman Corporation (chemical company);
Director of Franklin Covey (time management systems), BMW Bank of North America,
Inc. (industrial loan corporation), United Space Alliance (joint venture between
Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific (multilevel
marketing), member of the board of various civic and charitable organizations.
WAYNE E. HEDIEN, Trustee since September, 1997; age 65; Retired; Director
or Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; 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 50; 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;
Chairman of the Audit Committee and Director or Trustee of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Greenwich Capital Markets Inc. (broker-dealer) and NVR Inc. (home
construction); Chairman and 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).
MICHAEL E. NUGENT, Trustee since July, 1992; age 63; General Partner,
Triumph Capital, L.P., private investment partnership; Chairman of the Insurance
Committee and Director or Trustee of the Morgan Stanley Dean Witter Funds, the
TCW/DW Term Trusts and Discover Brokerage Index Series; 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 56; Chairman of the Board
of Directors and Chief Executive Officer of MSDW, DWR and Novus Credit Services
Inc.; Director of MSDW Distributors; Director or Trustee of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director and/or officer of various MSDW subsidiaries.
JOHN L. SCHROEDER, Trustee since April 1994; age 69; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Citizens Utilities Company (telecommunications, gas, electric and
water utilities company); formerly Executive Vice President and Chief Investment
Officer of the Home Insurance Company (August 1991-September 1995).
The executive officers of the Trust are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Robert S. Giambrone, Vice President; Joseph J.
5
<PAGE>
McAlinden, Vice President and Thomas F. Caloia, Treasurer; and James F.
Willison, Vice President; Joseph R. Arcieri, Vice President; Gerard J. Lian,
Vice President and Katherine H. Stromberg, Vice President. In addition, Marilyn
K. Cranney, Natasha Kassian, Todd Lebo, LouAnne D. McInnis, Carsten Otto and
Ruth Rossi serve as Assistant Secretaries of the Trust.
Mr. Merin is 46 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April 1997) and Chief Executive Officer (since June, 1998) of MSDW
Advisors and MSDW Services; Chairman, Chief Executive Officer and Director of
the MSDW Distributors (since June 1998), Chairman and Chief Executive Officer
(since June 1998) and Director (since January, 1998) of MSDW Trust, President of
the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series (since May 1999) and Director of various other MSDW
subsidiaries. Mr. Fink is 44 years old and is currently Senior Vice President
(since March 1997), Secretary and General Counsel (since February 1997) and
Director (since July, 1998) of MSDW Advisors and MSDW Services and (since August
1996) Assistant Secretary of DWR; Vice President, Secretary and General Counsel
of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts (since
February 1997) and Discover Brokerage Index Series; he is also Senior Vice
President (since March 1997), Assistant Secretary and Assistant General Counsel
of MSDW Distributors (since February 1997). He was previously First Vice
President, Assistant Secretary and Assistant General Counsel of MSDW Advisors
and MSDW Services. Mr. Robison is 60 years old and is currently Executive Vice
President and Chief Administrative Officer (since September 1998) and Director
(since February, 1999) of MSDW Advisors and MSDW Services; prior thereto he was
a Managing Director of the TCW Group, Inc. Mr. McAlinden is 56 years old and is
currently Executive Vice President and Chief Investment Officer of MSDW Advisors
and MSDW Services (since April 1996) and Director of MSDW Trust (since April
1996). He was previously Senior Vice President of MSDW Advisors (June 1995-April
1996) and prior thereto was a Managing Director at Dillon Read. Mr. Giambrone is
45 years old and is currently Senior Vice President of MSDW Advisors, MSDW
Services, MSDW Distributors and MSDW Trust (since August 1995) and Director of
MSDW Trust (since April 1996). He was formerly a partner of KPMG Peat Marwick,
LLP. Mr. Caloia is 53 years old and is currently First Vice President and
Assistant Treasurer of MSDW Advisors and MSDW Services. Mr. Willison is 56 years
old and is currently Senior Vice President of MSDW Advisors. Mr. Avelar is 41
years old and is currently Senior Vice President of MSDW Advisors. Mr. Page is
53 years old and is currently Senior Vice President of MSDW Advisors. Mr.
Arcieri is 51 years old and is currently Vice President of MSDW Advisors. Mr.
Lian is 44 years old and is currently Vice President of MSDW Advisors. Ms.
Stromberg is 51 years old and is currently Vice President of MSDW Advisors.
Other than Messrs. Robison, McAlinden and Giambrone, each of the above officers
has been an employee of MSDW Advisors or its affiliated for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees currently consists of eight (8) trustees. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
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 92 Morgan Stanley Dean Witter
Funds, comprised of 127 portfolios. As of September 30, 1999, the Morgan Stanley
Dean Witter Funds had total net assets of approximately $127.4 billion and more
than six million shareholders.
Six Trustees (75% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
any stock or other securities issued by MSDW Advisors' parent company, MSDW.
These are the "disinterested" or "independent" Trustees.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in
6
<PAGE>
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.
All of the Independent Trustees serve as members of the Audit Committee. In
addition, three of the Trustees, including two Independent Trustees, serve as
members of the Derivatives Committee and the Insurance Committee. During the
calendar year ended December 31, 1998, the Audit Committee, the Derivatives
Committee, the Insurance Committee and the Independent Trustees held a combined
total of twelve meetings. The Trust does not have any nominating or compensation
committees.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking on
the pricing of portfolio securities, brokerage commissions, transfer agent costs
and performance, and trading among Funds in the same complex; and approving
fidelity bond and related insurance coverage and allocations, as well as other
matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Trust'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; and reviewing the adequacy of the Trust's system of internal
controls and preparing and submitting Committee meeting minutes to the Board.
The Board of each Fund has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Fund with respect to derivative
investments, if any, made by the Fund. Finally, the Board of each Fund has
formed an Insurance Committee to review and monitor the insurance coverage
maintained by the Fund.
For the fiscal year ended May 31, 1999, the Board of Trustees of the Trust
held 6 meetings, and the Audit Committee, the Independent Trustees, the
Derivatives Committee and the Insurance Committee of the Trust held 3, 9 , 4 and
3 meetings, respectively. No Trustee attended fewer than 75% of the meetings of
the Board of Trustees, the Audit Committee, the Independent Trustees, the
Derivatives Committee or the Insurance Committee held while he served in such
positions.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley 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, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Morgan Stanley Dean Witter Funds.
7
<PAGE>
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 Morgan Stanley Dean Witter Funds complex or Discover Brokerage Index Series
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, 1999, the total value of the
investments by the Trustees and/or their spouses in shares of the Morgan Stanley
Dean Witter Funds was approximately $43.4 million.
As of the record date for this Meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as a
group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
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 Chairmen of the Derivatives and Insurance Committees additional annual fees
of $500). If a Board meeting and a meeting of the Independent Trustees or a
Committee meeting, or a meeting of the Independent Trustees and/or more than one
Committee meeting, take place on a single day, the Trustees are paid a single
meeting fee by the Trust. The Trust also reimburses such Trustees for travel and
other out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees and officers of the Trust who are or have been employed by
the Investment Adviser or an affiliated company receive no compensation or
expense reimbursement from the Trust for their services as Trustee.
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended May 31, 1999.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------
<S> <C>
Michael Bozic ............................................. $1,400
Edwin J. Garn ............................................. 1,600
Wayne E. Hedien ........................................... 1,650
Dr. Manual H. Johnson ..................................... 1,600
Michael E. Nuguent ........................................ 1,600
John L. Schroeder ......................................... 1,600
</TABLE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1998 for services
to the 90 Morgan Stanley Dean Witter Funds that were in operation at December
31, 1998.
8
<PAGE>
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
NAME OF 90 MORGAN STANLEY
INDEPENDENT TRUSTEE DEAN WITTER FUNDS
- ------------------- -----------------
<S> <C>
Michael Bozic ........................................... $120,150
Edwin J. Garn ........................................... 132,450
Wayne E. Hedien ......................................... 132,350
Dr. Manuel H. Johnson ................................... 155,681
Michael E. Nugent ....................................... 159,731
John L. Schroeder ....................................... 160,731
</TABLE>
As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including the Trust, have adopted a retirement program under which
an Independent Trustee who retires after serving for at least five years (or
such lesser period as may be determined by the Board) as an Independent Director
or Trustee of any Morgan Stanley 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
30.22% of his or her Eligible Compensation plus 0.5036667% 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 60.44%
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 a lower percentage of the periodic amount
when both spouses were alive.
9
<PAGE>
The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Trust for the fiscal year ended May 31, 1999
and by the 55 Morgan Stanley Dean Witter Funds (including the Trust) for the
year ended December 31, 1998, and the estimated retirement benefits for the
Trust's Independent Trustees, to commence upon their retirement, from the Trust
as of May 31, 1999 and from the 55 Morgan Stanley Dean Witter Funds as of
December 31, 1998.
RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY 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 TRUST FUNDS TRUST FUNDS
- --------------------------- -------------- -------------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $389 $22,377 $937 $52,250
Edwin J. Garn ................. 10 60.44 582 35,225 937 52,250
Wayne E. Hedien ............... 9 51.37 728 41,979 796 44,413
Dr. Manuel H. Johnson ......... 10 60.44 235 14,047 937 52,250
Michael E. Nugent ............. 10 60.44 410 25,336 937 52,250
John L. Schroeder ............. 8 50.37 791 45,117 796 44,343
</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.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
THE INVESTMENT MANAGER
Morgan Stanley Dean Witter Advisors Inc. is the Trust's investment manager
pursuant to an investment management agreement. MSDW Advisors maintains its
offices at Two World Trade Center, New York, New York 10048. MSDW Advisors,
which was incorporated in July, 1992 under the name Dean Witter InterCapital
Inc., changed its name to Morgan Stanley Dean Witter Advisors Inc. on June 22,
1998. MSDW Advisors is a wholly-owned subsidiary of MSDW, a preeminent global
financial services firm that maintains leading market positions in each of its
three primary businesses--securities, asset management and credit services. MSDW
Advisors' wholly owned subsidiary, MSDW Services, serves as the Administrator of
the Trust. The address of MSDW Services is the same as that of MSDW Advisors set
forth above.
The Principal Executive Officer and Directors of MSDW Advisors are Mitchell
M. Merin, President and Chief Executive Officer, Ronald E. Robison, Executive
Vice President and Chief Administrative Officer and Barry Fink, Senior Vice
President, Secretary and General Counsel. The principal occupations of Messrs.
Merin, Robison and Fink are described above under the section "Election of
Trustees." The business address of the Executive Officer and other Directors is
Two World Trade Center, New York, New York 10048.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional and
individual investors.
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW involving material amounts which, in the
opinion of management, will be resolved with no material effect on the
consolidated financial position of the company.
10
<PAGE>
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of PricewaterhouseCoopers
LLP as the Trust's independent accountants for the fiscal year ending May 31,
2000. Its selection is being submitted for ratification or rejection by
Shareholders at the Meeting. PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP as the independent accountants for the
Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICEWATERHOUSECOOPERS 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 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 5, 2000 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following persons are "reporting persons" under Section 16 of the
Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Manuel H. Johnson,
Michael E. Nugent, Wayne E. Hedien, Barry Fink, James F. Willison. None of the
above reporting persons has ever held any shares of the Trust.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT FOR THE FISCAL YEAR ENDED MAY 31,
1999 IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA WESSEL AT MORGAN STANLEY
DEAN WITTER TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW
JERSEY 07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE).
11
<PAGE>
INTEREST OF CERTAIN PERSONS
MSDW, MSDW Advisors, DWR, MSDW Services, and certain of their respective
Directors, Officers, and employees, including persons who are Trustees or
Officers of the Trust, may be deemed to have an interest in certain of the
proposals described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of MSDW. 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 Board of Trustees
BARRY FINK
Secretary
12
<PAGE>
MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Municipal Premium Income Trust on December 21, 1999,
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 October 29, 1999 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 TRUSTEE AND FOR PROPOSAL 2 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>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
COMMON SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
1. Election of one (1) Trustee:
01. Michael Bozic
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Ratification of appointment of
PricewaterhouseCoopers LLP
as independent accountants.
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.
Please make sure to sign and date this Proxy using black or blue ink.
Date
-----------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Shareholder sign in the box above
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST
- -------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- -------------------------------------------------------------------------------
PRX 097
<PAGE>
MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Municipal Premium Income Trust on December 21, 1999,
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 October 29, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND FOR PROPOSAL 2 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>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
PREFERRED SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
1. Election of one (1) Trustee:
01. Michael Bozic
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Ratification of appointment of
PricewaterhouseCoopers LLP
as independent accountants.
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.
Election of one (1) Preferred Trustee: FOR WITHHOLD
02. Charles A. Fiumefreddo [ ] [ ]
Please make sure to sign and date this Proxy using black or blue ink.
Date
-----------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Shareholder sign in the box above
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST
- -------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- -------------------------------------------------------------------------------
PRX00119
<PAGE>
MORGAN STANLEY DEAN WITTER FUNDS
OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK
You can now vote your proxy in a matter of minutes with the ease and convenience
of the Internet or the telephone. You may still vote by mail. But remember, if
you are voting by Internet or telephone, do not mail the proxy.
TO VOTE BY INTERNET:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Proxy Voting" link on www.msdwt.com or to website
www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.
TO VOTE BY TELEPHONE:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.
YOUR PROXY VOTE IS IMPORTANT!
Thank You for Submitting Your Proxy.
