<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.___)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
. . . . . High Income Advantage Trust III . . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)
. . . . . Marilyn K. Cranney . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ x ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
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applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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<PAGE>
HIGH INCOME ADVANTAGE TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996
The Annual Meeting of Shareholders of HIGH INCOME ADVANTAGE TRUST III (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Conference Center,
Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on June 27,
1996, at 11:00 a.m., New York City time, for the following purposes:
1. To elect four (4) Trustees to serve until the 1999 Annual Meeting or
until their successors shall have been elected and qualified;
2. To approve or disapprove continuance of the currently effective
Investment Management Agreement with Dean Witter InterCapital Inc.;
3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending January 31, 1997;
and
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on April 17, 1996 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting for
a total of not more than 60 days in the aggregate to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the Trust's shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal to
approve continuance of the Investment Management Agreement and will vote against
any such adjournment those proxies required to be voted against that proposal.
SHELDON CURTIS,
SECRETARY
April 22, 1996
New York, New York
IMPORTANT
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
<PAGE>
HIGH INCOME ADVANTAGE TRUST III
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1996
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of HIGH INCOME ADVANTAGE TRUST III (the
"Trust"), for use at the Annual Meeting of Shareholders of the Trust to be held
on June 27, 1996 (the "Meeting"), and at any adjournments thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as Trustee
and in favor of Proposals 2 and 3 as set forth in the 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, or attendance and voting at the Meeting.
Shareholders of record as of the close of business on April 17, 1996, the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On April 17, 1996, there were
outstanding 12,876,779 shares of beneficial interest of the Trust, all with $.01
par value. No person was known to own as much as 5% of the outstanding shares of
the Trust on that date. The Trustees and officers of the Trust, together, owned
less than 1% of the Trust's outstanding shares on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by shareholders and the total number of shares outstanding.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
telephone or otherwise through Trustees and officers of the Trust and officers
and regular employees of Dean Witter InterCapital Inc. ("InterCapital" or the
"Investment Manager"), without special compensation therefor. The first mailing
of this proxy statement is expected to be made on or about April 22, 1996.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at nine. At the Meeting, four nominees are to be
elected to the Trust's Board of Trustees. There are presently nine Trustees,
four of whom (Edwin J. Garn, John R. Haire, Michael E. Nugent and Philip J.
Purcell) are standing for election at this Meeting to serve until the 1999
Annual Meeting, in accordance with the Trust's Declaration of Trust, as amended.
Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Paul Kolton, Michael E. Nugent and John L. Schroeder)
are "Independent Trustees", that is, Trustees who are not "interested persons"
of the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the
2
<PAGE>
"Act"). Mr. Paul Kolton, whose term as Trustee expires at the 1998 Annual
Meeting, will retire as a Trustee on July 1, 1996. The Trustees have determined
that the number of Trustees of the Trust is to be fixed at eight, effective on
the date of Mr. Kolton's retirement. The nominees for election as Trustees have
been proposed by the Trustees now serving or, in the case of the nominees for
positions as Independent Trustees, by the Independent Trustees now serving. All
of the Trustees have been elected by the shareholders of the Trust.
The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of Proxy to
vote the shares represented by them for the election of these nominees: Edwin J.
Garn, John R. Haire, Michael E. Nugent and Philip J. Purcell. Should any of the
nominees become unable or unwilling to accept nomination, or election, the
persons named in the Proxy will exercise their voting power in favor of such
person or persons as the Board may recommend. All of the nominees have consented
to being named in this proxy statement and to serve if elected. The Trust knows
no reason why any of said nominees would be unable or unwilling to accept
nomination or election. Trustees will be elected by a plurality of the votes
cast at the meeting.
Pursuant to the provisions of the Declaration of Trust, as amended, the
nominees for election as Trustees are divided into three separate classes, each
class having a term of three years. The term of office of one of each of the
three classes will expire each year.
The Board has determined that the nominees for election as Trustee shall be
standing for election as Trustee in each of the three classes of Trustee as
follows: Class I -- Messrs. Bozic and Fiumefreddo; Class II -- Messrs. Johnson,
Kolton and Schroeder; and Class III -- Messrs. Garn, Haire, Nugent and Purcell.
Each nominee 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, or any adjournment thereof. As a consequence of this method of
election, the replacement of a majority of the Board could be delayed for up to
two years. As stated above, the Trustees in Class III are standing for election
at this Meeting and, if elected, will serve until the 1999 Annual Meeting or
until their successors shall have been elected and qualified.
The following information regarding each of the nominees for election as
Trustee, and each of the members of the Board includes his principal occupations
and employment for at least the last five years, his age, shares of the Trust
owned, if any, as of April 17, 1996 (shown in parentheses), positions with the
Trust, and directorships or trusteeships in companies which file periodic
reports with the Securities and Exchange Commission, including the 80 investment
companies, including the Trust, for which InterCapital serves as investment
manager or investment adviser (referred to herein as the "Dean Witter Funds")
and the 12 investment companies for which InterCapital's wholly-owned
subsidiary, Dean Witter Services Company Inc. ("DWSC"), serves as manager and
TCW Funds Management, Inc. serves as investment adviser (referred to herein as
the "TCW/DW Funds").
The nominees for Trustee to be elected at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 63; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly Mayor
of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery
(April 12-19, 1985); Vice Chairman, Huntsman Chemical Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp; Member of the board of various civic and charitable
organizations.
JOHN R. HAIRE, Trustee since December, 1988; age 71; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or Trustees
and Director or Trustee of the Dean Witter Funds;
3
<PAGE>
Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978); Director of Washington National Corporation
(insurance).
MICHAEL E. NUGENT, Trustee since July, 1991; age 59; General Partner,
Triumph Capital, L.P., a private investment partnership; Director or Trustee of
the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President,
Bankers Trust Company and BT Capital Corporation (1984-1988); Director of
various business organizations.
PHILIP J. PURCELL,* Trustee since April, 1994; age 52; Chairman of the Board
of Directors and Chief Executive Officer of Dean Witter, Discover & Co.
("DWDC"), Dean Witter Reynolds Inc. ("DWR"), and Novus Credit Services Inc.;
Director of InterCapital, DWSC and Dean Witter Distributors Inc.
("Distributor"); Director or Trustee of the Dean Witter Funds; Director and/or
officer of various DWDC subsidiaries.
The Trustees who are not standing for reelection at this Meeting are:
MICHAEL BOZIC, Trustee since April, 1994; age 55; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November, 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
Chairman and Chief Executive Officer (1987-1990) and President and Chief
Operating Officer (August, 1990-February, 1991) of the Sears Merchandise Group
of Sears, Roebuck and Co. ("Sears"); Director of Eaglemark Financial Services,
Inc., the United Negro College Fund, Weirton Steel Corporation and Domain Inc.
(home decor retailer).
CHARLES A. FIUMEFREDDO,* Trustee since July, 1991; age 62; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors; Executive
Vice President and Director of DWR; Chairman, Director or Trustee, President and
Chief Executive Officer of the Dean Witter Funds; Chairman, Chief Executive
Officer and Trustee of the TCW/DW Funds; Chairman and Director of Dean Witter
Trust Company ("DWTC"); Director and/or officer of various DWDC subsidiaries;
formerly Executive Vice President and Director of DWDC (until February, 1993).
DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 47; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Koch Professor of
International Economics and Director of the Center for Global Market Studies at
George Mason University; Co-Chairman and a founder of the Group of Seven Council
(G7C), an international economic commission; Director or Trustee of the Dean
Witter Funds; Trustee of the TCW/DW Funds; Director of NASDAQ (since June,
1995); Director of Greenwich Capital Markets Inc. (broker-dealer); formerly Vice
Chairman of the Board of Governors of the Federal Reserve System (1986-1990) and
Assistant Secretary of the U.S. Treasury (1982-1986).
PAUL KOLTON, Trustee since December, 1988; age 72; Director or Trustee of
the Dean Witter Funds; Chairman of the Audit Committee and Chairman of the
Committee of the Independent Trustees and Trustee of the TCW/DW Funds; formerly
Chairman of Financial Accounting Standards Advisory Council; formerly Chairman
and Chief Executive Officer of the American Stock Exchange; Director of UCC
Investors Holding Inc. (Uniroyal Chemical Company, Inc.); Director or Trustee of
various not-for-profit organizations.
JOHN L. SCHROEDER, Trustee since April, 1994; age 65; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President
- ------------
* Messrs. Fiumefreddo and Purcell may be deemed "interested persons," as defined
in Section 2(a)(19) of the Act, of the Trust and its Investment Manager, due to
their affiliation with the Investment Manager and/or its affiliated companies.
4
<PAGE>
and Chief Investment Officer of The Home Insurance Company (August,
1991-September, 1995), Chairman and Chief Investment Officer of Axe-Houghton
Management and the Axe-Houghton Funds (April, 1983-June, 1991) and President of
USF&G Financial Services, Inc. (June, 1990-June, 1991.)
The executive officers of the Trust other than shown above are: Sheldon
Curtis, Vice President, Secretary and General Counsel; David A. Hughey, Vice
President; Robert M. Scanlan, Vice President; Joseph J. McAlinden, Vice
President; Robert S. Giambrone, Vice President; Peter M. Avelar, Vice President;
and Thomas F. Caloia, Treasurer. In addition, Jonathan R. Page and James F.
Willison serve as Vice Presidents and Marilyn K. Cranney, Barry Fink, Lou Anne
D. McInnis, Ruth Rossi and Carsten Otto serve as Assistant Secretaries. Mr.
Curtis is 64 years old and is currently Senior Vice President, Secretary and
General Counsel of InterCapital and DWSC and Assistant Secretary of DWR; he is
also Senior Vice President, Assistant Secretary and Assistant General Counsel of
Distributors and Senior Vice President and Secretary of DWTC. Mr. Scanlan is 59
years old and is currently President and Chief Operating Officer of InterCapital
(since March, 1993) and DWSC; he is also Executive Vice President of
Distributors and Executive Vice President and Director of DWTC. He was
previously Executive Vice President of InterCapital (July, 1992-March, 1993) and
prior thereto was Chairman of Harborview Group Inc. Mr. Hughey is 64 years old
and is currently Executive Vice President and Chief Administrative Officer of
InterCapital, DWSC, Distributors and DWTC as well as a Director of DWTC. He was
previously President of DWTC (October, 1989-March, 1993). Mr. McAlinden is 53
years old and is currently Executive Vice President (since April, 1996) and
Chief Investment Officer of InterCapital. He was previously Senior Vice
President of InterCapital (June, 1995-April, 1996). He was formerly a Managing
Director at Dillon Reed. Mr. Giambrone is 41 years old and is currently Senior
Vice President of InterCapital, DWSC, Distributors and DWTC (since August, 1995)
and Director of DWTC (since April, 1996). He was formerly a partner of KPMG Peat
Marwick, LLP. Mr. Avelar is 37 years old and is currently Senior Vice President
of InterCapital. Mr. Caloia is 50 years old and is currently First Vice
President and Assistant Treasurer of InterCapital and DWSC. Mr. Page is 49 years
old and is currently Senior Vice President of InterCapital. Mr. Willison is 52
years old and is currently Senior Vice President of InterCapital. Other than
Messrs. Scanlan, Giambrone and McAlinden, each of the above officers has been an
employee of InterCapital or DWR (formerly the corporate parent of InterCapital)
for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees consists of nine (9) trustees. These same individuals
also serve as directors or trustees for all of the Dean Witter Funds, and are
referred to in this section as Trustees. As of the date of this Proxy Statement,
there are a total of 80 Dean Witter Funds, comprised of 120 portfolios. As of
March 31, 1996, the Dean Witter Funds had total net assets of approximately
$75.2 billion and more than five million shareholders.
Seven Trustees (77% of the total number) have no affiliation or business
connection with InterCapital or any of its affiliated persons and do not own any
stock or other securities issued by InterCapital's parent company, DWDC. These
are the "disinterested" or "independent" Trustees. The other two Trustees (the
"management Trustees") are affiliated with InterCapital. Five of the seven
independent Trustees are also Independent Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties for
the Independent Trustees. The Dean Witter Funds seek as Independent Trustees
individuals of distinction and experience in business and finance, government
service or academia; these are people whose advice and counsel are in demand by
others and for whom there is often competition. To accept a position on the
Funds' Boards, such individuals may reject other attractive assignments because
the Funds make substantial demands on their time. Indeed, by serving on the
Funds' Boards, certain Trustees who would otherwise be qualified and in demand
to serve on bank boards would be prohibited by law from doing so.
5
<PAGE>
All of the Independent Trustees serve as members of the Audit Committee and
the Committee of the Independent Trustees. Three of them also serve as members
of the Derivatives Committee. The Committees hold some meetings at
InterCapital's offices and some outside InterCapital. Management Trustees or
officers do not attend these meetings unless they are invited for purposes of
furnishing information or making a report.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing Fund performance; checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading among
Funds in the same complex; and approving fidelity bond and related insurance
coverage and allocations, as well as other matters that arise from time to time.
The Independent Trustees are required to select and nominate individuals to fill
any Independent Trustee vacancy on the Board of any Fund that has a Rule 12b-1
plan of distribution. Most of the Dean Witter Funds have such a plan.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.
Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect to
derivative investments, if any, made by the Fund.
For the fiscal year ended January 31, 1996, the Board of Trustees of the
Trust held six meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held two, ten
and five meetings, respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee, the Committee of the
Independent Trustees or the Derivatives Committee held while he served in such
positions.
DUTIES OF CHAIRMAN OF COMMITTEES
The Chairman of the Committees maintains an office at the Funds'
headquarters in New York. He is responsible for keeping abreast of regulatory
and industry developments and the Funds' operations and management. He screens
and/or prepares written materials and identifies critical issues for the
Independent Trustees to consider, develops agendas for Committee meetings,
determines the type and amount of information that the Committees will need to
form a judgment on various issues, and arranges to have that information
furnished to Committee members. He also arranges for the services of independent
experts and consults with them in advance of meetings to help refine reports and
to focus on critical issues. Members of the Committees believe that the person
who serves as Chairman of all three Committees and guides their efforts is
pivotal to the effective functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and with
the Funds' independent auditors. He arranges for a series of special meetings
involving the annual review of investment advisory, management and other
operating
6
<PAGE>
contracts of the Funds and, on behalf of the Committees, conducts negotiations
with the Investment Manager and other service providers. In effect, the Chairman
of the Committees serves as a combination of chief executive and support staff
of the Independent Trustees.
The Chairman of the Committees is not employed by any other organization and
devotes his time primarily to the services he performs as Committee Chairman and
Independent Trustee of the Dean Witter Funds and as an Independent Trustee of
the TCW/DW Funds. The current Committee Chairman has had more than 35 years
experience as a senior executive in the investment company industry.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and enhances
their ability to negotiate on behalf of each Fund with the Fund's service
providers. This arrangement also precludes the possibility of separate groups of
Independent Trustees arriving at conflicting decisions regarding operations and
management of the Funds and avoids the cost and confusion that would likely
ensue. Finally, having the same Independent Trustees serve on all Fund Boards
enhances the ability of each Fund to obtain, at modest cost to each separate
Fund, the services of Independent Trustees, and a Chairman of their Committees,
of the caliber, experience and business acumen of the individuals who serve as
Independent Trustees of the Dean Witter Funds.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $1,000 ($1,200
prior to September 30, 1995) plus a per meeting fee of $50 for meetings of the
Board of Trustees or committees of the Board of Trustees attended by the Trustee
(the Trust pays the Chairman of the Audit Committee an annual fee of $750 and
pays the Chairman of the Committee of the Independent Trustees an additional
annual fee of $2,400, in each case inclusive of the Committee meeting fees). The
Trust also reimburses such Trustees for travel and other out-of-pocket expenses
incurred by them in connection with attending such meetings. Trustees and
officers of the Trust who are or have been employed by the Investment Manager or
an affiliated company receive no compensation or expense reimbursement from the
Trust.
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended January 31, 1996.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- -------------------------------------------------------------- ---------------
<S> <C>
Michael Bozic................................................. $1,800
Edwin J. Garn................................................. 1,950
John R. Haire................................................. 4,488(1)
Dr. Manuel H. Johnson......................................... 1,950
Paul Kolton................................................... 1,950
Michael E. Nugent............................................. 1,750
John L. Schroeder............................................. 1,950
</TABLE>
- ------------
(1) Of Mr. Haire's compensation from the Trust, $3,150 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($750).
7
<PAGE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1995 for services
to the 79 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Kolton
and Nugent, the 11 TCW/DW Funds that were in operation at December 31, 1995.
With respect to Messrs. Haire, Johnson, Kolton and Nugent, the TCW/DW Funds are
included solely because of a limited exchange privilege between those Funds and
five Dean Witter Money Market Funds. Mr. Schroeder was elected as a Trustee of
the TCW/DW Funds on April 20, 1995.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS TOTAL CASH
FOR SERVICE CHAIRMAN OF COMPENSATION
AS DIRECTOR OR COMMITTEES OF FOR SERVICES
TRUSTEE AND FOR SERVICE AS INDEPENDENT TO
COMMITTEE MEMBER TRUSTEE AND DIRECTORS/ 79 DEAN
OF 79 DEAN COMMITTEE MEMBER TRUSTEES AND WITTER
WITTER OF 11 TCW/DW AUDIT FUNDS AND 11
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS COMMITTEES TCW/DW FUNDS
- --------------------------- ---------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Michael Bozic.............. $126,050 -- -- $126,050
Edwin J. Garn.............. 136,450 -- -- 136,450
John R. Haire.............. 98,450 $82,038 $217,350(2) 397,838
Dr. Manuel H. Johnson...... 136,450 82,038 -- 218,488
Paul Kolton................ 136,450 54,788 36,900(3) 228,138
Michael E. Nugent.......... 124,200 75,038 -- 199,238
John L. Schroeder.......... 136,450 46,964 -- 183,414
</TABLE>
- ------------
(2) For the 79 Dean Witter Funds in operation at December 31, 1995.
(3) For the 11 TCW/DW Funds in operation at December 31, 1995. Mr. Kolton will
retire as a Director or Trustee of each Dean Witter Fund and each TCW/DW
Fund by July 1, 1996. Upon Mr. Kolton's retirement, Mr. Haire will become
Chairman of the Committee of the Independent Trustees and the Audit
Committee of the TCW/DW Funds in addition to serving in such positions for
the Dean Witter Funds.
(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
INVESTMENT MANAGEMENT AGREEMENT
The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Manager" or "InterCapital"), pursuant to
an Investment Management Agreement dated June 30, 1993 (referred to herein as
the "Management Agreement") which took effect upon the distribution by Sears to
its shareholders of all the common shares of DWDC (the parent company of
InterCapital and DWR) then owned by Sears.
The Management Agreement was initially approved by the Board of Trustees on
October 30, 1992, and by the shareholders of the Trust at a Special Meeting of
Shareholders held on January 13, 1993. The present Management Agreement
supersedes an earlier management agreement originally entered into by the Trust
with DWR, through its InterCapital Division, and initially approved by the
Board, including a majority of the Independent Trustees, on December 7, 1988 and
last approved by the shareholders of the Trust at their Annual Meeting of
Shareholders held on June 25, 1992. In an internal reorganization which took
place in January, 1993, InterCapital assumed the investment management
activities previously performed by the InterCapital Division of DWR. The
assumption by InterCapital of DWR's rights and obligations under this earlier
management agreement in connection with the reorganization was approved by the
Trustees at a meeting held on October 30, 1992. The terms of the Management
Agreement, including fees payable by the Trust thereunder, are substantially
identical in all respects to those of the earlier management agreement except
for the dates of effectiveness and expiration and the name of the Investment
Manager. The terms of the Management Agreement are described below. The
Management
8
<PAGE>
Agreement was last approved by the shareholders of the Trust as a routine matter
at their Annual Meeting held on June 22, 1995. The Management Agreement's
continuation until April 30, 1997 was approved by the Trustees, including a
majority of the Independent Trustees, at a meeting of the Board held on April
17, 1996. In the event shareholders do not approve continuance of the Management
Agreement by the required majority vote at the forthcoming meeting or any
adjournment thereof, the Board of Trustees of the Trust will take such action as
it deems to be in the best interests of the Trust and its shareholders, which
may include calling a special meeting of shareholders to vote on a new
investment management agreement.
In considering whether or not to approve the Management Agreement, the Board
of Trustees reviewed the terms of the agreement and considered all materials and
information deemed relevant to its determination. Among other things, the Board
considered the nature and scope of services to be rendered, the quality of the
Investment Manager's services and personnel, and the appropriateness of the fees
that are paid under the Management Agreement. Based upon its review, the Board
of Trustees, including all of the Independent Trustees, determined that the
approval of the Management Agreement was in the best interests of the Trust and
its shareholders.
The favorable vote of a majority of the outstanding voting securities of the
Trust is required for the approval of the Management Agreement. Such a majority
is defined in the Act as the lesser of: (a) 67% or more of the shares present at
the Meeting, if the holders of more than 50% of the outstanding shares of the
Trust are present or represented by proxy, or (b) more than 50% of the
outstanding shares.
THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS APPROVE
THE MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT
The Management Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy, securities and
commodity markets and securities and commodities as it deems necessary or useful
to discharge its duties under the Management Agreement, and that it shall
continuously supervise the management of the assets of the Trust in a manner
consistent with the investment objectives and policies of the Trust and subject
to such other limitations and directions as the Board may, from time to time,
prescribe.
The Management Agreement provides that the Investment Manager shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Manager has authority to place
orders for the purchase and sale of portfolio securities on behalf of the Trust
without prior approval of its Trustees. The Trustees review the investment
portfolio at their regular meetings. In addition, the Investment Manager pays
the compensation of the officers of the Trust and provides the Trust with office
space and equipment and such clerical help and bookkeeping services and
telephone service, heat, light, power and other utilities. The Investment
Manager also pays for the services of personnel in connection with the pricing
of the Trust's shares and the preparation of prospectuses, proxy statements and
reports required to be filed with the Federal and state securities commissions
(except insofar as the participation or assistance of independent accountants
and attorneys is, in the opinion of the Investment Manager, necessary or
desirable). In return for its investment services and the expenses which the
Investment Manager assumes under the Management Agreement, the Trust pays the
Investment Manager compensation which is computed weekly and payable monthly and
which is determined by applying the following annual rates to the Trust's weekly
net assets: 0.75% of the portion of the average weekly net assets not exceeding
$250 million; 0.60% of the portion of average weekly net assets exceeding $250
million and not exceeding $500 million; 0.50% of the portion of average weekly
net assets exceeding $500 million and not exceeding $750 million; 0.40% of the
portion of average weekly net assets exceeding $750 million and not
9
<PAGE>
exceeding $1 billion; and 0.30% of the portion of average weekly net assets
exceeding $1 billion. This fee is higher than that paid by most other investment
companies. Pursuant to the Management Agreement, the Trust accrued to the
Investment Manager total compensation of $612,604 during the fiscal year ended
January 31, 1996. The net assets of the Trust totalled $82,276,899 at January
31, 1996.
Under the Management Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Manager, including, without limitation: charges and expenses of any
registrar, custodian or depository appointed by the Trust for the safekeeping of
its cash, portfolio securities or commodities and other property, and any stock
transfer or dividend agent or agents appointed by the Trust; brokers'
commissions chargeable to the Trust in connection with portfolio securities
transactions to which the Trust is a party; all taxes, including securities or
commodities issuance and transfer taxes, and fees payable by the Trust to
Federal, state or other governmental agencies; costs and expenses of engraving
or printing certificates representing shares of the Trust; all costs and
expenses in connection with registration and maintenance of registration of the
Trust and of its shares with the Securities and Exchange Commission and various
states and other jurisdictions (including filing fees and legal fees and
disbursements of counsel) and the costs and expense of preparing, printing
(including typesetting) and distributing prospectuses for such purposes; all
expenses of shareholders' and Trustees' meetings and of preparing, printing and
mailing proxy statements and reports to shareholders; fees and travel expenses
of Trustees or members of any advisory board or committee who are not employees
of the Investment Manager or any corporate affiliate of the Investment Manager;
all expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside pricing services; charges and expenses of
legal counsel, including counsel to the Independent Trustees of the Trust, and
independent accountants in connection with any matter relating to the Trust (not
including compensation or expenses of attorneys employed by the Investment
Manager); membership dues of industry associations; interest payable on Trust
borrowings; fees and expenses incident to the listing of the Trust's shares on
any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and all
other charges and costs of the Trust's operations unless otherwise explicitly
provided in the Management Agreement.
The Management Agreement had an initial term ending April 30, 1994 and
provides that, after the initial period of effectiveness, it will continue in
effect from year to year thereafter provided such continuance is approved at
least annually by vote of a majority, as defined in the Act, of the outstanding
voting securities of the Trust or by the Trustees of the Trust, and, in either
event, by the vote cast in person by a majority of the Trustees who are not
parties to the Management Agreement or "interested persons" of any such party
(as defined in the Act) at a meeting called for the purpose of voting on such
approval. The Management Agreement's continuation until April 30, 1997 was
approved by the Trustees, including a majority of the Independent Trustees, at a
Meeting of the Trustees held on April 17, 1996, called for the purpose of
approving the Management Agreement.
The Management Agreement also provides that it may be terminated at a any
time by the Investment Manager, the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust, in each instance
without the payment of any penalty, on thirty days' notice and will
automatically terminate upon any assignment.
Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and its wholly-owned subsidiary, DWSC, DWSC began to provide the
administrative services to the Trust which were previously performed directly by
InterCapital. On April 17, 1995, DWSC was reorganized in the State of Delaware,
necessitating the entry into a new Services Agreement by InterCapital and DWSC
on such date. The foregoing
10
<PAGE>
internal reorganizations did not result in any change in the nature or scope of
the administrative services being provided to the Trust or any of the fees being
paid by the Trust for the overall services being performed under the terms of
the Management Agreement.
THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. is the Trust's investment manager.
InterCapital maintains its offices at Two World Trade Center, New York, New York
10048. InterCapital, which was incorporated in July, 1992, is a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"), a balanced financial
services organization providing a broad range of nationally marketed credit and
investment products.
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, Executive Vice President of DWDC and Director of DWR, Distributors,
InterCapital, DWSC and DWTC; James F. Higgins, President and Chief Operating
Officer of Dean Witter Financial, Executive Vice President of DWDC and Director
of DWR, Distributors, InterCapital, DWSC and DWTC; Charles A. Fiumefreddo,
Executive Vice President and Director of DWR, Chairman of the Board of
Directors, Chief Executive Officer and Director of InterCapital, DWSC and
Distributors and Chairman of the Board of Directors and Director of DWTC;
Christine A. Edwards, Executive Vice President, Secretary and General Counsel of
DWDC, Executive Vice President, Secretary, General Counsel and Director of DWR,
Executive Vice President, Secretary, Chief Legal Officer and Director of
Distributors and Director of InterCapital and DWSC; and Thomas C. Schneider,
Executive Vice President and Chief Financial Officer of DWDC and Executive Vice
President, Chief Financial Officer and Director of DWR, Distributors,
InterCapital and DWSC.
The business address of the foregoing Executive Officer and Directors is Two
World Trade Center, New York, New York 10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to that of the Trust, and sets forth the net
assets of and the fees payable by such companies, including the Trust.
DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC involving material amounts
which, in the opinion of its management, will be resolved with no material
effect on the consolidated financial position of the company.
During the fiscal year ended January 31, 1996, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Manager, transfer agency fees of $17,589.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of DWDC, DWR is an
affiliated broker of InterCapital. For the fiscal year ended January 31, 1996,
the Trust paid no brokerage commissions to DWR.
11
<PAGE>
(3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending January 31, 1997.
Price Waterhouse LLP has been the independent accountants for the Trust since
its inception, and has no direct or indirect financial interest in the Trust.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting of Shareholders and will be available to make a statement and to
respond to appropriate questions of shareholders.
The affirmative vote of the holders of a majority of the shares represented
and entitled to vote at the Annual Meeting is required for ratification of the
selection of Price Waterhouse LLP as the independent accountants for the Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting for
a total of not more than 60 days in the aggregate to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the Trust's shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of Proposal Two and will
vote against any such adjournment those proxies required to be voted against
that proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares held
in street name for which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to vote and for
which the broker does not have discretionary voting authority.
SHAREHOLDERS PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 20, 1996 for
inclusion in the proxy statement for that meeting.
REPORTS TO SHAREHOLDERS
The Trust's most recent Annual Report, for the fiscal year ended January 31,
1996, has been previously sent to Shareholders and is available without charge
upon request from Adrienne Ryan-Pinto at Dean Witter Trust Company, Harborside
Financial Center, Plaza Two, Jersey City, New Jersey 07311 (telephone
1-800-869-NEWS) (toll-free).
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the Meeting,
it is the intention of the persons named in the enclosed form of proxy, or their
substitutes, to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Board of Trustees
SHELDON CURTIS
SECRETARY
12
<PAGE>
APPENDIX
InterCapital serves as investment manager or investment adviser to the Trust
and the other investment companies listed below which have similar investment
objectives to that of the Trust, with the net assets shown as of April 17, 1996:
<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS AS OF MANAGEMENT OR
4/17/96 ADVISORY FEE RATE(S)
---------------- ------------------------------
<C> <S> <C> <C>
1. DEAN WITTER HIGH YIELD SECURITIES INC.*.......................... $ 456,477,754 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.30%
on assets over $3 billion
2. DEAN WITTER U.S. GOVERNMENT SECURITIES TRUST*.................... $ 7,317,223,352 0.50% on assets up to $1
billion, scaled down at
various asset levels to 0.30%
on assets over $12.5 billion
3. DEAN WITTER CONVERTIBLE SECURITIES TRUST*........................ $ 209,859,692 0.60% on assets up to $750
million, scaled down at
various asset levels to 0.425%
on assets over $3 billion
4. DEAN WITTER FEDERAL SECURITIES TRUST*............................ $ 763,710,726 0.55% on assets up to $1
billion, scaled down at
various asset levels to 0.35%
on assets over $12.5 billion
5. INTERCAPITAL INCOME SECURITIES INC.**............................ $ 210,338,320 0.50%
6. HIGH INCOME ADVANTAGE TRUST**.................................... $ 157,539,480 0.75% on assets up to $250
million, scaled down at
various asset levels to 0.30%
on assets over $1 billion
7. HIGH INCOME ADVANTAGE TRUST II**................................. $ 212,451,147 0.75% on assets up to $250
million, scaled down at
various asset levels to 0.30%
on assets over $1 billion
8. HIGH INCOME ADVANTAGE TRUST III**................................ $ 81,405,498 0.75% on assets up to $250
million, scaled down at
various asset levels to 0.30%
on assets over $1 billion
9. DEAN WITTER INTERMEDIATE INCOME SECURITIES*...................... $ 220,076.291 0.60% on assets up to $500
million, scaled down at
various asset levels to 0.30%
on assets over $1 billion
10. DEAN WITTER WORLD WIDE INCOME TRUST*............................. $ 124,318,937 0.75% on assets up to $250
million, scaled down at
various asset levels to 0.30%
on assets over $1 billion
11. DEAN WITTER GOVERNMENT INCOME TRUST**............................ $ 456,951,848 0.60%
12. DEAN WITTER GLOBAL SHORT - TERM INCOME FUND INC.*................ $ 89,984,987 0.55% on assets up to $500
million and 0.50% on assets
over $500 million
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS AS OF MANAGEMENT OR
4/17/96 ADVISORY FEE RATE(S)
---------------- ------------------------------
<C> <S> <C> <C>
13. DEAN WITTER PREMIER INCOME TRUST*................................ $ 28,129,665 0.50% (of which 40% is paid to
a Sub-Adviser)
14. DEAN WITTER SHORT - TERM U.S. TREASURY TRUST*.................... $ 267,174,364 0.35%
15. DEAN WITTER DIVERSIFIED INCOME TRUST*............................ $ 623,693,013 0.40%
16. DEAN WITTER SHORT-TERM BOND FUND*................................ $ 33,687,536 0.70%(1)
17. DEAN WITTER HIGH INCOME SECURITIES*.............................. $ 524,518,710 0.50% on assets up to
$500 million and 0.425% on
assets over $500 million
18. PRIME INCOME TRUST**............................................. $ 789,032,846 0.90% on assets up to $500
million and 0.85% on assets
over $500 million
19. DEAN WITTER BALANCED INCOME FUND*................................ $ 37,599,537 0.60%
20. DEAN WITTER RETIREMENT SERIES:*
(a) U.S. GOVERNMENT SECURITIES SERIES............................ $ 8,306,580 0.65%
(b) INTERMEDIATE INCOME SECURITIES SERIES........................ $ 5,191,631 0.65%
21. DEAN WITTER VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO................................ $ 482,990,389 0.50% on assets up to
$500 million and 0.45% on
assets over $500 million
(b) HIGH YIELD PORTFOLIO......................................... $ 180,088,108 0.50%
22. DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO................................. $ 15,639,614 0.40%(2)
(b) NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO............... $ 2,439,098 0.65%(2) (of which 40% is paid
to a Sub-Adviser)
23. DEAN WITTER INTERMEDIATE TERM
U.S. TREASURY TRUST:*............................................ $ 3,646,142 0.35%(3)
<FN>
- -------------
* Open-end investment company.
** Closed-end investment company.
*** Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance contracts.
(1) InterCapital has undertaken, from January 1, 1996 through December 31,
1996, to continue to assume all operating expenses (except for any
brokerage fees) and waive the compensation provided for in its investment
management agreement with that company to the extent that such expenses and
compensation on an annualized basis exceed 1.0% of that company's average
daily net assets.
(2) InterCapital has undertaken, until the earlier of December 31, 1996 or the
attainment by the respective Portfolio of $50 million of net assets, to
continue to assume all operating expenses of the Portfolios of Dean Witter
Select Dimensions Investment Series (except for any brokerage fees and a
portion of organizational expenses) and to waive the compensation provided
for each Portfolio in its investment management agreement with that company
in respect of each Portfolio to the extent that such expenses and
compensation on an annualized basis exceed 0.50% of the average daily net
assets of the pertinent Portfolio.
(3) InterCapital has undertaken to assume all operating expenses of Dean Witter
Intermediate Term U.S. Treasury Trust (except for any 12b-1 fees and
brokerage expenses) and to waive the compensation provided for in its
investment management agreement with that company until such time as that
company has $50 million of net assets or until March 31, 1997, whichever
occurs first.
</TABLE>
A-2
<PAGE>
HIGH INCOME ADVANTAGE TRUST III
ANNUAL MEETING OF SHAREHOLDERS -- JUNE 27, 1996
PROXY
The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
SHELDON CURTIS, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of High
Income Advantage Trust III on June 27, 1996 at 11:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated April 22, 1996 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON THE
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND FOR THE
PROPOSALS.
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1 ELECTION OF TRUSTEES: / / FOR ALL NOMINEES / / WITHHOLD AUTHORITY
(except as marked to the (to vote for all nominees
contrary below) listed below)
Edwin J. Garn, John R. Haire, Michael E. Nugent and Philip J. Purcell
(INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name on
the space provided below.)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
2 APPROVAL OF INVESTMENT 3 RATIFICATION OF APPOINTMENT
MANAGEMENT AGREEMENT: OF PRICE WATERHOUSE LLP
AS INDEPENDENT ACCOUNTANTS:
/ / FOR / / AGAINST / / / / FOR / / AGAINST / /
ABSTAIN ABSTAIN
and in their discretion in the transaction of any other business
which may properly come before the meeting.
096
</TABLE>
Please sign personally. If the
shares are registered in more
than one name, each joint owner
or each fiduciary should sign
personally. Only authorized
officers should sign for
Incorporations.
Dated
-------------------------------
-------------------------------
Signature
-------------------------------
Signature
