Registration No. 33-27712
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
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
. . . . .Municipal Income Opportunities Trust II. . . . . . . . .
(Name of Registrant as Specified in its Charter)
. . . . .Marilyn K. Cranney . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
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14a-6(j)(2)
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Act Rule 14a-6(j)(3)
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MUNICIPAL INCOME OPPORTUNITIES TRUST II
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996
The Annual Meeting of Shareholders of MUNICIPAL INCOME OPPORTUNITIES TRUST
II (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 Advisory Agreement between the Trust and 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 February 28,
1997; and
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on 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 Advisory
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>
MUNICIPAL INCOME OPPORTUNITIES TRUST II
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 MUNICIPAL INCOME OPPORTUNITIES
TRUST II (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 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, 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
19,990,607 shares of beneficial interest outstanding, 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 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, officers and regular employees
of the Trust, or Dean Witter InterCapital Inc. ("InterCapital" or the
"Investment Adviser"), 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 "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
2
<PAGE>
fixed at eight, effective on the date of Mr. Kolton's retirement. The
nominees for election as Trustees of the Trust have been proposed by the
Trustees now serving or, in the case of the nominees for positions as
Independent Trustees, by the Independent Trustees now serving. All of the
Trustees have been elected by the shareholders of the Trust.
The nominees of the Board of Trustees for election as 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 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 Trust's Declaration of Trust (Section
2.2, 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 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.
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 April 17, 1996 (shown in parentheses),
positions with the Trust, and directorships (or trusteeships) in other
companies which file periodic reports with the Securities and Exchange
Commission, including the 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 April, 1989; 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; 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).
3
<PAGE>
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.
("Distributors"); 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 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 April, 1989; 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 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).
- ------------
*Messrs. Fiumefreddo and Purcell may be deemed "interested persons" of the
Trust and its Investment Adviser as defined in Section 2(a)(19) of the Act,
due to their affiliation with the Investment Adviser and/or its affiliated
companies.
4
<PAGE>
The executive officers of the Trust are: Sheldon Curtis, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; David A.
Hughey, Vice President; Joseph J. McAlinden, Vice President; Robert S.
Giambrone, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Joseph Arcieri, Gerard J. Lian and Katherine
M. Stromberg are Vice Presidents of the Trust 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 of InterCapital (since April,
1996); he is also Chief Investment Officer of InterCapital. He was previously
Senior Vice President of InterCapital (June, 1995-April, 1996). He was
formerly a Managing Director of Dillon Reed. Mr. Giambrone is 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. Willison is 52 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. Arcieri is 47 years old and is currently Vice
President of InterCapital. Mr. Lian is 41 years old and is currently Vice
President of InterCapital. He was formerly a Senior Municipal Analyst with
the American Express Company (1984-1991). Ms. Stromberg is 47 years old and
is currently Vice President of InterCapital (since April, 1992). She was
formerly a portfolio manager with InterCapital (October, 1991-April, 1992)
and Vice President of Kidder Peabody Asset Management (October, 1985-October,
1991). Other than Messrs. Scanlan, Giambrone, McAlinden and Lian and Ms.
Stromberg, 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 February 29, 1996 the Board of Trustees of the
Trust held four meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held three,
nine 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 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.
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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 Trust has adopted a retirement program under which an Independent
Trustee who retires after serving for at least five years (or such lesser
period as may be determined by the Board) as an Independent Director or
Trustee of any Dean Witter Fund that has adopted the retirement program (each
such Fund referred to as an "Adopting Fund" and each such Trustee referred to
as an "Eligible Trustee") is entitled to retirement payments upon reaching
the eligible retirement age (normally, after attaining age 72). Annual
payments are based upon length of service. Currently, upon retirement, each
Eligible Trustee is entitled to receive from the Trust, commencing as of his
or her retirement date and continuing for the remainder of his or her life,
an annual retirement benefit (the "Regular Benefit") equal to 25.0% of his or
her Eligible Compensation plus 0.4166666% of such Eligible Compensation for
each full month of service as an Independent Director or Trustee of any
Adopting Fund in excess of five years up to a maximum of 50.0% after ten
years of service. The foregoing percentages may be changed by the Board.(1)
"Eligible Compensation" is one-fifth of the total compensation
- ------------
(1) An Eligible Trustee may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such Eligible
Trustee and his or her spouse on the date of such Eligible Trustee's
retirement. The amount estimated to be payable under this method, through the
remainder of the later of the lives of such Eligible Trustee and spouse, will
be the actuarial equivalent of the Regular Benefit. In addition, the Eligible
Trustee may elect that the surviving spouse's periodic payment of benefits
will be equal to either 50% or 100% of the previous periodic amount, an
election that, respectively, increases or decreases the previous periodic
amount so that the resulting payments will be the actuarial equivalent of the
Regular Benefit.
7
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earned by such Eligible Trustee for service to the Trust 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 Trust. As of the date
of this Proxy Statement, 57 Dean Witter Funds have adopted the retirement
program.
The following table illustrates the compensation paid and the retirement
benefits accrued to the Trust's Independent Trustees by the Trust for the
fiscal year ended February 29, 1996 and the estimated retirement benefits for
the Trust's Independent Trustees as of February 29, 1996.
<TABLE>
<CAPTION>
TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------ ----------------------------------------------------------------
ESTIMATED
RETIREMENT CREDIT YEARS OF ESTIMATED ESTIMATED
AGGREGATE BENEFITS SERVICE AT PERCENTAGE OF ESTIMATED ANNUAL
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE ELIGIBLE BENEFITS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION COMPENSATION(2) RETIREMENT(3)
- --------------------------- -------------- -------------- --------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,650 $ 435 10 50.0% $1,700 $ 850
Edwin J. Garn .............. 1,800 661 10 50.0% 1,700 850
John R. Haire .............. 4,388(4) 2,970 10 50.0% 4,630 2,315
Dr. Manuel H. Johnson ..... 1,800 268 10 50.0% 1,700 850
Paul Kolton ................ 1,800 1,139 10 49.6% 2,230 1,106
Michael E. Nugent .......... 1,650 471 10 50.0% 1,700 850
John L. Schroeder .......... 1,750 852 8 41.7% 1,700 708
</TABLE>
(2) Based on current levels of compensation.
(3) Based on current levels of compensation. Amount of annual benefits
also varies depending on the Trustee's elections described in Footnote (1)
above.
(4) 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).
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
FOR SERVICE AS CHAIRMAN OF TOTAL CASH
DIRECTOR OR FOR SERVICE AS COMMITTEES OF COMPENSATION
TRUSTEE AND TRUSTEE AND INDEPENDENT FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTORS/ 79 DEAN WITTER
OF 79 DEAN WITTER OF 11 TCW/DW TRUSTEES AND FUNDS AND 11
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS AUDIT 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(5) 397,838
Dr. Manuel H. Johnson .... 136,450 82,038 -- 218,488
Paul Kolton ............... 136,450 54,788 36,900(6) 228,138
Michael E. Nugent ......... 124,200 75,038 -- 199,238
John L. Schroeder ......... 136,450 46,964 -- 183,414
</TABLE>
(5) For the 79 Dean Witter Funds in operation at December 31, 1995.
(6) 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.
8
<PAGE>
(2) APPROVAL OR DISAPPROVAL OF CURRENTLY
EFFECTIVE INVESTMENT ADVISORY AGREEMENT
The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Adviser" or "InterCapital"), pursuant
to an Investment Advisory Agreement dated June 30, 1993 (referred to herein
as the "Advisory 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 Advisory Agreement was
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 February 25, 1993.
The Advisory Agreement was approved for an initial term ending April 30,
1994. The present Advisory Agreement supersedes an earlier advisory agreement
also approved by shareholders on February 25, 1993 in connection with the
assumption by InterCapital of the investment advisory activities previously
performed by another investment adviser and which took effect on March 1,
1993. The terms of the Advisory Agreement are described below. The Advisory
Agreement was last approved by the shareholders of the Trust as a routine
matter at their Annual Meeting held on June 22, 1995. The 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
Advisory 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 interest of the Trust and its
shareholders, which may include calling a special meeting of shareholders to
vote on a new investment advisory agreement.
In considering whether or not to approve the Advisory 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 Adviser's services and personnel, and the appropriateness of the fees
that are paid under the Advisory Agreement. Based upon its review, the Board
of Trustees, including all of the Independent Trustees, determined that the
approval of the Advisory 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 Advisory 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 ADVISORY AGREEMENT.
THE ADVISORY AGREEMENT
The Advisory Agreement provides that the Investment Adviser shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Adviser obtains and evaluates
such information and advice relating to the economy, securities markets and
specific securities as it considers necessary or useful to continuously
manage the assets of the Trust in a manner consistent with its investment
objectives and policies. In addition, the Investment Adviser pays the
compensation of all personnel, including officers of the Trust, who are its
employees. The Investment Adviser has authority to place orders for the
purchase and sale of portfolio securities on behalf of the Trust without
prior approval of its Trustees. The Trustees review the investment portfolio
at their regular meetings.
9
<PAGE>
In return for its investment services and the expenses which the
Investment Adviser assumes under the Advisory Agreement, the Trust pays the
Investment Adviser compensation which is computed weekly and payable monthly
and which is determined by applying the annual rate of 0.50% to the Trust's
average weekly net assets. Pursuant to the Advisory Agreement, the Trust
accrued to the Investment Adviser total compensation of $885,848 during the
fiscal year ended February 29, 1996. The net assets of the Trust totalled
$177,447 at February 29, 1996.
Under the Advisory Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Adviser, including, without limitation: charges and expenses of
any registrar, custodian or depository appointed by the Trust for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities transactions to which the Trust is a party; all taxes,
including securities or commodities issuance and transfer taxes, and fees
payable by the Trust to Federal, state or other governmental agencies; costs
and expenses of engraving or printing of certificates representing shares of
the Trust; all costs and expenses in connection with registration and
maintenance of registration of the Trust and of its shares with the
Securities and Exchange Commission and various states and other jurisdictions
(including filing fees and legal fees and disbursements of counsel); the
costs and expense of preparation, printing, including typesetting, and
distributing prospectuses for such purposes; all expenses of shareholders'
and Trustees' meetings and of preparing, printing and mailing proxy
statements and reports to shareholders; fees and travel expenses of Trustees
or members of any advisory board or committee who are not employees of the
Trust's Administrator or Investment Adviser or any of their corporate
affiliates; all expenses incident to the payment of any dividend or
distribution program; charges and expenses of any outside pricing services;
charges and expenses of legal counsel, including counsel to the Independent
Trustees of the Trust, and independent accountants in connection with any
matter relating to the Trust (not including compensation or expenses of
attorneys employed by the Trust's Administrator or Investment Adviser);
membership dues of industry associations; interest payable on Trust
borrowings; fees and expenses incident to the listing of the Trust's shares
on any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and
all other charges and costs of the Trust's operations unless otherwise
explicitly provided in the Advisory Agreement.
The Advisory Agreement 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 Advisory 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 Advisory 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 Advisory Agreement.
The Advisory Agreement also provides that it may be terminated at any time
by the Investment Adviser, the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust, in each instance
without the payment of any penalty, on thirty days' notice and will
automatically terminate upon any assignment.
INVESTMENT ADVISER
Dean Witter InterCapital Inc. is the Trust's investment adviser.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July 1992, is a
10
<PAGE>
wholly-owned subsidiary of DWDC, a balanced financial services organization
providing a broad range of nationally marketed credit and investment
products. In an internal reorganization which took place in January 1993,
InterCapital assumed the investment advisory, management and administrative
activities previously performed by the InterCapital Division of DWR.
InterCapital's wholly-owned subsidiary, DWSC, serves as the Administrator
of the Trust and receives from the Trust compensation which is computed
weekly and payable monthly and which is determined by applying the annual
rate of 0.30% to the Trust's weekly net assets. Prior to December 31, 1993,
InterCapital served as Administrator of the Trust and received compensation
at the same annual rate. On April 17, 1995, DWSC was reorganized in the state
of Delaware, necessitating the entry into a new Administration Agreement by
the Trust and DWSC on such date. For the fiscal year ended February 29, 1996,
the Trust accrued to DWSC, pursuant to an Administration Agreement, total
compensation of $531,509.
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 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 February 29, 1996, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Adviser, transfer agency fees of $72,014.
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 February 29,
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 February 28,
1997. Its selection is being submitted for ratification or rejection by
shareholders at the Meeting. Price Waterhouse LLP has been the independent
accountants for the Trust since its inception, and has no direct or indirect
financial interest in the Trust.
A representative of Price Waterhouse LLP is expected to be present at the
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.
SHAREHOLDER 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 February
29, 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 intended that the persons named in the attached 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 MANAGEMENT OR
AS OF 04/17/96 ADVISORY FEE RATE(S)
-------------- ------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* . $1,300,553,513 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL TRUST* .... $ 72,074,852 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES $ 409,740,249 0.35% (1)
TRUST* ........................................
4. DEAN WITTER NATIONAL MUNICIPAL TRUST* ........ $ 79,671,913 0.35% (2)
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ... $ 205,210,883 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ..... $1,241,295,785 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
7. INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST** ................................ $ 239,422,959 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** .................................. $ 199,154,445 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** .................................. $ 62,705,464 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND TRUST** .. $ 108,224,922 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** $ 585,642,124 0.35%
12. INTERCAPITAL INSURED MUNICIPAL SECURITIES** .. $ 135,956,546 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST** ....... $ 478,090,568 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** .................................. $ 91,766,895 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** $ 731,208,857 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST** ....................................... $ 373,911,360 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL SECURITIES** .. $ 360,997,056 0.35%
18. MUNICIPAL INCOME TRUST** ...................... $ 303,209,570 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
19. MUNICIPAL INCOME TRUST II** ................... $ 276,906,689 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 04/17/96 ADVISORY FEE RATE(S)
-------------- ------------------------------
<S> <C> <C>
20. MUNICIPAL INCOME TRUST III** .................. $ 62,587,700 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST** ....... $175,002,787 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST II** .... $174,588,791 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST III** ... $102,089,048 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST** .............. $357,398,091 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND*** ....................................... $ 92,410,322 0.50%
26. DEAN WITTER HAWAII MUNICIPAL TRUST* .......... $ 2,300,823 0.35% (3)
</TABLE>
- ------------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions
(1) InterCapital has undertaken until December 31, 1996 to assume all
operating expenses (except for any 12b-1 and brokerage fees) of the
Massachusetts, Michigan, Minnesota, New York and Ohio Series of Dean
Witter Multi-State Municipal Series Trust and to waive the compensation
provided for in its investment management agreement with that company
in respect to the aforementioned Series to the extent that such
expenses and compensation on an annualized basis exceed 0.50% of the
average daily net assets of the Series.
(2) InterCapital has undertaken until December 31, 1996 to assume all
operating expenses (except for any 12b-1 and brokerage fees) of Dean
Witter National Municipal Trust and to 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 0.50% of the average daily net assets of that company.
(3) InterCapital has undertaken until December 31, 1996 to assume all
operating expenses (except for any 12b-1 and brokerage fees) of Dean
Witter Hawaii Municipal Trust and to waive the compensation provided
for in its investment management agreement with that company.
A-2
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST II
ANNUAL MEETING OF SHAREHOLDERS - JUNE 27, 1996
PROXY
The undersigned hereby appoints SHELDON CURTIS, JOSEPH J. MCALINDEN,
ROBERT M. SCANLAN, or any of them, proxies, each with the power of
substitution, to vote on behalf of the undersigned at the Annual Meeting of
Shareholders of Municipal Income Opportunities Trust II 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.
1. ELECTION OF TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees 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.)
- -----------------------------------------------------------------------------
2. APPROVAL OF INVESTMENT ADVISORY AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
128
and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign
personally. If the
shares are registered
in more than one name,
each joint owner or
each fiduciary should
sign personally. Only
authorized officers
should sign for
corporations.
Dated
-----------------
----------------------
Signature
----------------------
Signature
