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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
[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 14, 2000
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 14, 2000 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
and two (2) Trustees to serve until the year 2003 Annual Meeting, or in each
case, until their successors shall have been elected and qualified;
2. To ratify or reject the selection of Deloitte & Touche LLP as the
Trust's independent auditors for the fiscal year ending May 31, 2001; 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 2003 Annual Meeting or
until his successor shall have been elected and qualified.
Shareholders of record as of the close of business on October 3, 2000 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 27, 2000
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
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 14, 2000
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 14, 2000 (the "Meeting"), and at any
adjournments thereof. The first mailing of this Proxy Statement is expected to
be made on or about October 30, 2000.
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 set forth in the attached Notice of
Annual Meeting of Shareholders. A proxy may be revoked at any time prior to its
exercise by any of the following: written notice of revocation 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 3, 2000, 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 3, 2000 there were
outstanding 21,776,949 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.
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.
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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 set forth in the confirmation 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 nine. There are presently nine Trustees,
four of whom are standing for election at this Meeting, three to serve until the
year 2003 Annual Meeting and one to serve until the year 2002 Annual Meeting, in
accordance with the Trust's Declaration of Trust. At the Meeting, three Trustees
(Wayne E. Hedien, James F. Higgins and John L. Schroeder) 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. Additionally, pursuant to
the Declaration of Trust and the Investment Company Act of 1940 as amended (the
"1940 Act"), one Trustee (Manuel H. Johnson) 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 nine 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 three current
Trustees, Charles A. Fiumefreddo, James F. Higgins 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, except for James F.
Higgins, 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: Wayne E.
Hedien, James F. Higgins, 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 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 the 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 entitled to vote at the Meeting (Common Shares and
Preferred Shares
3
<PAGE>
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, Fiumefreddo and
Higgins; Class II -- Messrs. Hedien, Johnson and Schroeder; and Class III --
Messrs. Garn, Nugent and Purcell. Each nominee will, if elected, serve a term of
up to approximately three years running for the period assigned to that class
and terminating at the date of the Annual Meeting of Shareholders so designated
by the Board, or any adjournment thereof. As a consequence of this method of
election, the replacement of a majority of the Board of Trustees could be
delayed for up to two years. 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 II are standing for election at this Meeting and, if elected, will serve
until the year 2003 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. In
addition, Mr. James F. Higgins in Class I is standing for election at the
Meeting and, if elected, will serve until the year 2002 Annual Meeting, or until
his successor 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 3, 2000 (shown in parentheses), positions
with the Trust, and directorships or trusteeships in companies which file
periodic reports with the Securities and Exchange Commission, including the 97
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
Investment Management Company, serves as investment adviser (referred to herein
as the "TCW/DW Term Trusts").
The nominees for Trustee to be elected at the Meeting by all Shareholders
are:
WAYNE E. HEDIEN, Trustee since September 1997; age 66; Retired; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
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.
JAMES F. HIGGINS, Trustee since June 2000; age 52; Chairman of the Private
Client Group of Morgan Stanley Dean Witter & Co. ("MSDW") (since August 2000);
Director of the Transfer Agent and Dean Witter Realty Inc.; Director or Trustee
of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts (since June
2000); previously President and Chief Operating Officer of the Private Client
Group of MSDW
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(May 1999-August 2000), President and Chief Operating Officer of Individual
Securities of MSDW (February 1997-May 1999), President and Chief Operating
Officer of Dean Witter Securities of MSDW (1995-February 1997), and President
and Chief Operating Officer of Dean Witter Financial (1989-1995) and Director
(1985-1997) of DWR.
JOHN L. SCHROEDER, Trustee since April 1994; age 70; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds and the TCW/DW Term Trusts; Director of Citizens Communications
Company (telecommunications company); formerly Executive Vice President and
Chief Investment Officer of the Home Insurance Company.
The nominee for Trustee to be elected at the Meeting by only the Preferred
Shareholders is:
MANUEL H. JOHNSON, Trustee since July 1991; age 51; 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 and the TCW/DW Term Trusts; Director of Greenwich Capital Markets, Inc.
(broker-dealer); Independence Standards Board (private sector organization
governing independence of auditors) 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 and Assistant Secretary of the U.S.
Treasury.
The Trustees who are not standing for reelection at the Meeting are:
MICHAEL BOZIC, Trustee since April 1994; age 59; Director or Trustee of the
Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts; 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 (1991-1995);
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 Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee since June 1991; age 67; Chairman, Director
or Trustee and Chief Executive Officer of the Morgan Stanley Dean Witter Funds
and the TCW/DW Term Trusts; formerly, Chairman, Chief Executive Officer and
Director of MSDW Advisors, 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 MSDW
subsidiaries (until June 1998).
EDWIN JACOB (JAKE) GARN, Trustee since January 1993; age 68; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
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 Utah Regional Advisory Board of Pacific Corp.; member of the board of
various civic and charitable organizations.
MICHAEL E. NUGENT, Trustee since July 1992; age 64; General Partner,
Triumph Capital, L.P., a private investment partnership; Chairman of the
Insurance Committee and Director or Trustee of the Morgan Stanley Dean Witter
Funds and the TCW/DW Term Trusts; formerly Vice President, Bankers Trust Company
and BT Capital Corporation; director of various business organizations.
PHILIP J. PURCELL, Trustee since April 1994;(31,000 shares); age 57;
Chairman of the Board of Directors and Chief Executive Officer of MSDW, DWR and
Novus Credit Services Inc.; Director of MSDW
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Distributors; Director or Trustee of the Morgan Stanley Dean Witter Funds and
the TCW/DW Term Trusts; Director of American Airlines, Inc. and its parent
company, AMR Corporation; Director and/or officer of various MSDW subsidiaries.
The executive officers of the Trust are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Joseph J. McAlinden, Vice President; Robert S. Giambrone, 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 47 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
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 and the TCW/DW Term Trusts (since May 1999),
Trustee of various Van Kampen investment companies (since December 1999) and
Director of various other MSDW subsidiaries. Mr. Fink is 45 years old and is
currently General Counsel of Asset Management of MSDW (since May 2000);
Executive Vice President (since December 1999), Secretary and General Counsel
(since February 1997) and Director (since July 1998) of the Investment Manager
and MSDW Services Company; Vice President, Secretary and General Counsel of the
Morgan Stanley Dean Witter Funds (since February 1997); Vice President and
Secretary of the Distributor. He was previously Senior Vice President (March
1997-December 1999), First Vice President, Assistant Secretary and Assistant
General Counsel of the Investment Manager and MSDW Services Company. Mr. Robison
is 61 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 57 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). Mr.
Giambrone is 46 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, MSDW Distributors and MSDW Trust and Director of MSDW
Trust (since April 1996). Mr. Caloia is 54 years old and is currently First Vice
President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Willison is 57 years old and is currently Senior Vice President and Director of
the Tax-Exempt Fixed Income Group of MSDW Advisors. Mr. Arcieri is 52 years old
and is currently Senior Vice President of MSDW Advisors. Mr. Lian is 45 years
old and is currently Vice President of MSDW Advisors. Ms. Stromberg is 52 years
old and is currently Senior Vice President of MSDW Advisors. Other than Mr.
Robison, each of the above officers has been an employee of MSDW Advisors or its
affiliates 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 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 97 Morgan Stanley Dean Witter
Funds, comprised of 129 portfolios. As of September 30, 2000, the Morgan Stanley
Dean Witter Funds had total net assets of approximately $144.1 billion and more
than six million shareholders.
Six Trustees (67% 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.
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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 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. 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 Funds' independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; and reviewing the adequacy of the Funds' system of internal
controls and preparing and submitting Committee meeting minutes to the full
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 Funds.
For the fiscal year ended May 31, 2000, the Board of Trustees of the Trust
held 5 meetings, and the Audit Committee, the Independent Trustees, the
Derivatives Committee and the Insurance Committee of the Trust held 3, 5, 4 and
1 meeting(s), 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.
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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 Morgan Stanley Dean Witter 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, 2000,
the total value of the investments by the Trustees and/or their spouses in
shares of the Morgan Stanley Dean Witter Funds was approximately $65 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, 2000.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
------------------------------- ---------------
<S> <C>
Michael Bozic .............................................. $1,550
Edwin J. Garn .............................................. 1,550
Wayne E. Hedien ............................................ 1,550
Dr. Manual H. Johnson ...................................... 2,300
Michael E. Nuguent ......................................... 2,050
John L. Schroeder .......................................... 2,000
</TABLE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1999 for services
to the 93 Morgan Stanley Dean Witter Funds that were in operation at December
31, 1999.
8
<PAGE>
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE DEAN WITTER FUNDS
------------------------------- ------------------
<S> <C>
Michael Bozic ............................................ $134,600
Edwin J. Garn ............................................ 138,700
Wayne E. Hedien .......................................... 138,700
Dr. Manuel H. Johnson .................................... 208,638
Michael E. Nugent ........................................ 193,324
John L. Schroeder ........................................ 193,324
</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, 2000
and by the 55 Morgan Stanley Dean Witter Funds (including the Trust) for the
calendar year ended December 31, 1999, and the estimated retirement benefits for
the Trust's Independent Trustees, to commence upon their retirement, from the
Trust as of May 31, 2000 and from the 55 Morgan Stanley Dean Witter Funds as of
December 31, 1999.
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% $371 $20,933 $ 907 $50,588
Edwin J. Garn ................. 10 60.44 539 31,737 909 50,675
Wayne E. Hedien ............... 9 51.37 698 39,566 771 43,000
Dr. Manuel H. Johnson ......... 10 60.44 290 13,129 1,360 75,520
Michael E. Nugent ............. 10 60.44 494 23,175 1,209 67,209
John L. Schroeder ............. 8 50.37 951 41,558 955 52,994
</TABLE>
-------------------
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1) on
page 9.
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, Executive 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 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.
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.
10
<PAGE>
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS
Since July 1, 2000 Deloitte & Touche LLP has served as the Trust's
independent auditors.
On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent auditors
of the Trust. The reports of PricewaterhouseCoopers LLP on the financial
statements of the Trust for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle. In connection with its audits
for the two most recent fiscal years and through July 1, 2000, there have been
no disagreements with PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto in
their report on the financial statements for such years.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the Meeting and, while not expected to make a statement, will be available to
respond to appropriate questions of Shareholders.
The Trust's Board of Trustees, including the Audit Committee of the Board,
unanimously approved the selection of Deloitte & Touche LLP as the Trust's new
independent auditors effective July 1, 2000. The selection of Deloitte & Touche
LLP as the Trust's independent auditors for the fiscal year ended May 31, 2001
is being submitted for ratification or rejection by Shareholders at the Meeting.
Deloitte & Touche LLP has no direct or indirect financial interest in the Trust.
A representative of Deloitte & Touche LLP is expected to be present at the
Meeting and, while not expected to make a statement, 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 Deloitte & Touche LLP as the independent auditors for the Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS 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 14, 2001 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.
11
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Philip J. Purcell failed to timely report certain transactions in shares of
the Trust on Form 4. However, none of these transactions resulted in a gain, and
a timely Form 5 was subsequently filed to report the transactions.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT FOR THE FISCAL YEAR ENDED MAY 31,
2000 PREVIOUSLY HAS BEEN SENT TO SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE
UPON REQUEST FROM NINA WESSEL AT MORGAN STANLEY DEAN WITTER TRUST FSB,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NJ 07311 (TELEPHONE
1-800-869-NEWS) (TOLL-FREE).
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 14, 2000, 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 27, 2000 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
1. Election of three (3) Trustees:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
01. Wayne E. Hedien 02. James F. Higgins 03. John Schroeder
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 Deloitte & Touche LLP as independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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 INSTRUCTIONS.
--------------------------------------------------------------------------------
<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 14, 2000, 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 27, 2000 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
1. Election of three (3) Trustees:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
01. Wayne E. Hedien 02. James F. Higgins 03. John L. Schroeder
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. Manuel H. Johnson
2. Ratification of appointment of Deloitte & Touche LLP as independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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 INSTRUCTIONS.
--------------------------------------------------------------------------------
<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.
-------------------------------------------------------------------------------
