<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
Municipal Income Trust III . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)
Lawrence S. Lafer . . . . . . . . . . . . . . . . . . . . . . .
(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.
1) Title of each class of securities to which transaction applies:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
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.
1) Amount Previously Paid.
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
MUNICIPAL INCOME TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 1995
The Annual Meeting of Shareholders of MUNICIPAL INCOME 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 22,
1995 at 9:00 a.m., New York City time, for the following purposes:
1. To elect three (3) Trustees to serve until the 1998 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 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 August 31, 1995;
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 20, 1995 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 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,
April 24, 1995 SECRETARY
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 TRUST III
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
-----------------------
PROXY STATEMENT
-----------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 1995
This statement is furnished in connection with the solicitation of proxies
by the Trustees of MUNICIPAL INCOME TRUST III (the "Trust") for use at the
Annual Meeting of Shareholders of the Trust to be held on June 22, 1995, 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
Annual Meeting of Shareholders.
Shareholders as of the close of business on April 20, 1995, 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 20, 1995 there were 6,429,286 shares of beneficial
interest of the Trust 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 this Annual Meeting of Shareholders,
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 24,
1995.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at ten. At the Meeting, three nominees are to be
elected to the Trust's Board of Trustees. There are presently ten Trustees,
three of whom (Jack F. Bennett, Michael Bozic, and Charles A. Fiumefreddo) are
standing for election at this Meeting to serve until the 1998 Annual Meeting in
accordance with the Trust's Declaration of Trust, as amended.
Eight of the current ten Trustees (Jack F. Bennett, 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
2
<PAGE>
amended (the "Act"). 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: Jack F.
Bennett, Michael Bozic, and Charles A. Fiumefreddo. Should any of the nominees
become unable or unwilling to accept nomination or election, the persons named
in the proxy will exercise their voting power in favor of such person or persons
as the Board 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. Abstentions and
broker "non-votes" will have the same effect as a vote against the proposal.
Pursuant to the provisions of the Trust's 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 of Trustees 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. Bennett, Bozic and Fiumefreddo; Class
II--Messrs. Johnson, Kolton and Schroeder; and Class III -- Messrs. Garn, Haire,
Nugent and Purcell. Each nominee will, if elected, serve a term of up to
approximately three years running for the period assigned to that class and
terminating at the date of the Annual Meeting of Shareholders so designated by
the Board of Trustees, or any adjournment thereof. As a consequence of this
method of election, the replacement of a majority of the Board of Trustees could
be delayed for up to two years. As stated above, the Trustees in Class I are
standing for election at this Meeting and, if elected, will serve until the 1998
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 20, 1995 (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 76 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 13 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:
JACK F. BENNETT, Trustee since July, 1989; age 71; Retired; Director or
Trustee of the Dean Witter Funds; formerly Senior Vice President and Director of
Exxon Corporation (1975-January, 1989) and Under Secretary of the U.S. Treasury
for Monetary Affairs (1974-1975); Director of Philips Electronics N.V., Tandem
Computers Inc. and Massachusetts Mutual Insurance Co.; Director or Trustee of
various other not-for-profit and business organizations.
MICHAEL BOZIC, Trustee since April, 1994; age 54; President and Chief
Executive Officer of Hills Department Stores (since May, 1991); formerly
Chairman and Chief Executive Officer (January, 1987-August,
3
<PAGE>
1990) and President and Chief Operating Officer (August, 1990-February, 1991) of
the Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director or
Trustee of the Dean Witter Funds; Director of Eaglemark Financial Services,
Inc., the United Negro College Fund and Domain Inc. (home decor retailer).
CHARLES A. FIUMEFREDDO,* Trustee since July, 1991; age 61; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Dean Witter
Distributors Inc. ("Distributors"); Executive Vice President and Director of
Dean Witter Reynolds Inc. ("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 Dean Witter, Discover
& Co. ("DWDC") subsidiaries; formerly Executive Vice President and Director of
DWDC (until February, 1993).
The Trustees who are not standing for reelection at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 62; 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); Member of the board of various civic and charitable
organizations.
JOHN R. HAIRE, Trustee since July, 1989; age 70; 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 (from 1978-October, 1989) and
Chairman and Chief Executive Officer of Anchor Corporation, an investment
adviser (1964-1978); Director of Washington National Corporation (insurance).
DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 46; 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 (since September, 1990); Director or Trustee of the Dean
Witter Funds; Trustee of the TCW/DW Funds; Co-Chairman and a founder of the
Group of Seven Council (G7C), an international economic commission (since
September, 1990); Director of Greenwich Capital Markets, Inc. (broker-dealer);
formerly Vice Chairman of the Board of Governors of the Federal Reserve System
(February, 1986-August, 1990) and Assistant Secretary of the U.S. Treasury
(1982-1986).
PAUL KOLTON, Trustee since July, 1989; age 71; 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 the 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.
MICHAEL E. NUGENT, Trustee since July, 1991; age 58; General Partner,
Triumph Capital, L.P., a private investment partnership (since April, 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/ DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(September, 1984-March, 1988); Director of various business organizations.
- ------------------------
*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>
PHILIP J. PURCELL,* Trustee since April, 1994; age 51; Chairman of the Board
of Directors and Chief Executive Officer of DWDC, DWR and Novus Credit Services
Inc.; Director of InterCapital, DWSC and Distributors; Director or Trustee of
the Dean Witter Funds; Director and/or officer of various DWDC subsidiaries.
JOHN L. SCHROEDER, Trustee since April, 1994; age 64; Executive Vice
President and Chief Investment Officer of The Home Insurance Company (since
August, 1991); Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of Citizens Utilities Company; formerly 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; Robert M. Scanlan, Vice
President; David A. Hughey, Vice President; Edmund C. Puckhaber, Vice President;
James F. Willison, Vice President; and Thomas F. Caloia, Treasurer. In addition,
Katherine H. Stromberg, Joseph Arcieri and Gerald J. Lian serve as Vice
Presidents and Marilyn K. Cranney, Barry Fink, Lawrence S. Lafer, Lou Anne D.
McInnis and Ruth Rossi serve as Assistant Secretaries. Mr. Curtis is 63 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 (November, 1990-March 1993) and prior thereto was
Chairman of Harborview Group Inc. Mr. Hughey is 63 years old and is currently
Executive Vice President and Chief Administrative Officer of InterCapital and
DWSC; he is also Executive Vice President and Chief Administrative Officer of
Distributors and DWTC as well as a Director of DWTC. He was previously President
of DWTC (October, 1989-March, 1993). Mr. Puckhaber is 55 years old and is
currently Executive Vice President of InterCapital (since January, 1991). Mr.
Willison is 51 years old and is currently Senior Vice President of InterCapital.
Mr. Caloia is 48 years old and is currently First Vice President and Assistant
Treasurer of InterCapital and DWSC. Ms. Stromberg is 46 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). Mr.
Arcieri is 46 years old and is currently Vice President of InterCapital. Mr.
Lian is 40 years old and is currently Assistant Vice President of InterCapital.
He was formerly a Senior Municipal Analyst with the American Express Company
(1984-1992). Other than Messrs. Scanlan 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.
BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES
As mentioned above, the Trust is one of the Dean Witter Funds, a group of
investment companies managed by InterCapital. As noted above, as of the date of
this proxy statement, there are a total of 76 Dean Witter Funds, comprised of
116 portfolios. As of March 31, 1995, the Dean Witter Funds had total net assets
of approximately $62.3 billion and more than five million shareholders.
The Board of Directors or Trustees, consisting of ten (10) directors or
trustees, is the same for each of the Dean Witter Funds. Some of the Funds are
organized as business trusts, others as corporations, but the functions and
duties of directors and trustees are the same. Accordingly, directors and
trustees of the Dean Witter Funds are referred to in this section as Trustees.
Eight Trustees, that is, 80% 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
5
<PAGE>
company, DWDC. These are the "disinterested" or "independent" Trustees. Five of
the eight Independent Trustees are also Independent Trustees of the TCW/DW
Funds. As of the date of this proxy statement, there are a total of 13 TCW/DW
Funds. Two of the Funds' Trustees, that is, the management Trustees, are
affiliated with InterCapital.
As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to the
investment company's sponsor." In addition to their general "watchdog" duties,
the Independent Trustees are charged with a wide variety of responsibilities
under the Act. In order to perform their duties effectively, the Independent
Trustees are required to review and understand large amounts of material, often
of a highly technical and legal nature.
The Dean Witter Funds seek as Independent Trustees individuals of
distinction and experience in business and finance, government service or
academia; that is, people whose advice and counsel are valuable and 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
of the demands made on their time by the Funds. Indeed, to serve on the Funds'
Boards, certain Trustees who would be qualified and in demand to serve on bank
boards would be prohibited by law from serving at the same time as a director of
a national bank and as a Trustee of a Fund.
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. Since most of the Dean Witter Funds have such a
plan, and since all of the Funds' Boards have the same members, the Independent
Trustees effectively control the selection of other Independent Trustees of all
the Dean Witter Funds.
GOVERNANCE STRUCTURE OF THE DEAN WITTER FUNDS
While the regulatory system establishes both general guidelines and specific
duties for the Independent Trustees, the governance arrangements from one
investment company group to another vary significantly. In some groups the
Independent Trustees perform their role by attendance at periodic meetings of
the board of directors with study of materials furnished to them between
meetings. At the other extreme, an investment company complex may employ a
full-time staff to assist the Independent Trustees in the performance of their
duties.
The governance structure of the Dean Witter Funds lies between these two
extremes. The Independent Trustees and the Funds' Investment Manager alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. 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 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 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
6
<PAGE>
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; advising the
independent accountants and management personnel that they have direct access to
the Committee at all times; and preparing and submitting Committee meeting
minutes to the full Board.
Finally, the Board of each Fund has established 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.
Committee meetings are sometimes held away from the offices of InterCapital
and sometimes in the Board room of InterCapital. These meetings are held without
management directors or officers being present, unless and until they may be
invited to the meeting for purposes of furnishing information or making a
report. These separate meetings provide the Independent Trustees an opportunity
to explore in depth with their own independent legal counsel, independent
auditors and other independent consultants, as needed, the issues they believe
should be addressed and resolved in the interests of the Funds' shareholders.
During the fiscal year ended August 31, 1994, the Board of Trustees of the
Trust held five meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee each held three, nine and one
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 the issues, and arranges to have the information furnished.
He also arranges for the services of independent experts to be provided to the
Committees 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 management and other operating
contracts of the Funds and, on behalf of the Committees, conducts negotiations
with the Investment Manager and other service providers. In effect, the Chairman
of the Committees serves as a combination of chief executive and support staff
of the Independent Trustees.
The Chairman of the 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.
7
<PAGE>
VALUE 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 is in the best
interests of all the Funds' shareholders. This arrangement 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. It is believed 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 likelihood 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, it is believed that 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 $1,200 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 $1,000 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 August 31, 1994.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- ----------------------------------------------------------------------------------------------- ---------------
<S> <C>
Jack F. Bennett................................................................................ $ 2,000
Michael Bozic.................................................................................. 777
Edwin J. Garn.................................................................................. 2,000
John R. Haire.................................................................................. 5,050*
Dr. Manuel H. Johnson.......................................................................... 1,950
Paul Kolton.................................................................................... 2,050
Michael E. Nugent.............................................................................. 1,800
John L. Schroeder.............................................................................. 827
<FN>
- ------------------------
* Of Mr. Haire's compensation from the Trust, $3,400 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,000).
</TABLE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1994 for services
to the 73 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Kolton
and Nugent, the 13 TCW/DW Funds that were in operation at December 31, 1994.
With respect
8
<PAGE>
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
CHAIRMAN OF
FOR SERVICE COMMITTEES OF
AS DIRECTOR OR FOR SERVICE AS INDEPENDENT
TRUSTEE AND TRUSTEE AND DIRECTORS/
COMMITTEE MEMBER COMMITTEE MEMBER TRUSTEES AND
OF 73 DEAN WITTER OF 13 TCW/DW AUDIT
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS COMMITTEES
- ---------------------------------------------------------- -------------------- -------------------- ---------------
<S> <C> <C> <C>
Jack F. Bennett........................................... $ 125,761 -- --
Michael Bozic............................................. 82,637 -- --
Edwin J. Garn............................................. 125,711 -- --
John R. Haire............................................. 101,061 $ 66,950 $ 225,563**
Dr. Manuel H. Johnson..................................... 122,461 60,750 --
Paul Kolton............................................... 128,961 51,850 34,200***
Michael E. Nugent......................................... 115,761 52,650 --
John L. Schroeder......................................... 85,938 -- --
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
73 DEAN WITTER
FUNDS
AND 13
NAME OF INDEPENDENT TRUSTEE TCW/DW FUNDS
- ---------------------------------------------------------- ------------------
<S> <C>
Jack F. Bennett........................................... $ 125,761
Michael Bozic............................................. 82,637
Edwin J. Garn............................................. 125,711
John R. Haire............................................. 393,574
Dr. Manuel H. Johnson..................................... 183,211
Paul Kolton............................................... 215,011
Michael E. Nugent......................................... 168,411
John L. Schroeder......................................... 85,938
<FN>
- ------------------------
** For the 73 Dean Witter Funds.
*** For the 13 TCW/DW Funds.
</TABLE>
As of the date of this proxy statement, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as a
group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.
(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) 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 15, 1994. The Agreement's continuation until April 30, 1996
was approved by the Trustees, including a majority of the Independent Trustees,
at a meeting of the Board held on April 20, 1995. 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
9
<PAGE>
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
Investment Adviser's services and personnel, and the appropriateness of the fees
that are paid under the Advisory Agreement, taking into account other fees paid
to affiliates with the Investment Adviser, pursuant to Administration and
Transfer Agency Agreements (see below). 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. 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
following annual rates to the Trust's weekly net assets: 0.40% of the portion of
the average weekly net assets not exceeding $250 million and 0.30% of the
portion of average weekly net assets exceeding $250 million. Pursuant to the
Advisory Agreement, the Trust accrued to the Investment Adviser total
compensation of $283,709 during the fiscal year ended August 31, 1994. The net
assets of the Trust totalled $64,011,298 at August 31, 1994.
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 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 preparing, printing
(including typesetting) and distributing prospectuses for such purposes; all
expenses of
10
<PAGE>
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 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.
THE INVESTMENT ADVISER
Dean Witter InterCapital Inc. ("InterCapital") is the Trust's investment
adviser. InterCapital maintains its offices at Two World Trade Center, New York,
New York 10048. InterCapital, which was incorporated in July, 1992, is a
wholly-owned subsidiary of Dean Witter, Discover & Co. ("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, Dean Witter Services Company Inc.
("DWSC"), serves as the Administrator of the Trust and receives from the Trust
compensation which is computed weekly and payable monthly and which is
determined by applying the annual rate of 0.25% to the portion of the Fund's
average weekly net assets not exceeding $250 million and 0.20% to the portion of
the Fund's average weekly net assets exceeding $250 million but not exceeding
$500 million; 0.167% to the portion of the Fund's average weekly net assets
exceeding $500 million but not exceeding $750 million; and 0.133% to the portion
of the Fund's average weekly net assets exceeding $750 million. Prior to
December 31, 1993, InterCapital served as Administrator of the Trust and
received compensation at the same annual rate. For the fiscal year ended August
31, 1994, the Trust accrued to DWSC, pursuant to an Administration Agreement,
total compensation of $164,818.
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,
11
<PAGE>
Secretary, Chief Legal Officer and Director of Distributors and Director of
InterCapital and DWSC; and Thomas C. Schneider, Executive Vice President, Chief
Financial Officer and Director of DWR, Distributors, InterCapital and DWSC.
The business address of the foregoing Directors and Executive Officer 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 August 31, 1994, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Adviser, transfer agency fees of $4,000.
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 August 31, 1994,
the Trust paid no brokerage commissions to DWR.
(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 August 31, 1995.
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, if he
or she so desires, 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.
Abstentions and broker "non-votes" will have the same effect as a vote against
the proposal.
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.
12
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 22, 1995 for
inclusion in the proxy statement and proxy for that meeting.
REPORTS TO SHAREHOLDERS
The Trust's most recent Annual Report, for the fiscal year ended August 31,
1994, is available without charge upon request from Adrienne Ryan at Dean Witter
Trust Company, Harborside Financial Center, Plaza Two, Jersey City, New Jersey
07311 (telephone 1-800-526-3143, 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 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 judgment on such matters.
By Order of the Trustees
SHELDON CURTIS
SECRETARY
13
<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 20, 1995.
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT MANAGEMENT
AS OF 4/20/95 OR ADVISORY FEE RATE(S)
---------------- ------------------------------------------------
<C> <S> <C> <C>
1. Dean Witter California Tax-Free Income Fund*.... $ 1,056,869,249 0.55% on assets up to $500 million, scaled down
at various asset levels to 0.475% on assets over
$1 billion.
2. Dean Witter Limited Term Municipal Trust*....... $ 84,338,812 0.50%
3. Dean Witter Multi-State Municipal Series
Trust*.......................................... $ 427,183,100 0.35%(1)
4. Dean Witter National Municipal Trust*........... $ 46,591,911 0.35%(2)
5. Dean Witter New York Tax-Free Income Fund*...... $ 216,164,482 0.55% on assets up to $500 million and 0.525% on
assets over $500 million.
6. Dean Witter Tax-Exempt Securities Trust*........ $ 1,343,733,127 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*.......................................... $ 245,539,932 0.35%
8. InterCapital California Quality Municipal
Securities**.................................... $ 201,566,471 0.35%
9. InterCapital Insured California Municipal
Securities**.................................... $ 63,209,131 0.35%
10. InterCapital Insured Municipal Bond Trust**..... $ 109,044,333 0.35%
11. InterCapital Insured Municipal Income Trust**... $ 604,204,481 0.35%
12. InterCapital Insured Municipal Securities**..... $ 139,430,903 0.35%
13. InterCapital Insured Municipal Trust**.......... $ 482,385,494 0.35%
14. InterCapital New York Quality Municipal
Securities**.................................... $ 92,115,226 0.35%
15. InterCapital Quality Municipal Income Trust**... $ 750,704,998 0.35%
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT MANAGEMENT
AS OF 4/20/95 OR ADVISORY FEE RATE(S)
---------------- ------------------------------------------------
<C> <S> <C> <C>
16. InterCapital Quality Municipal Investment
Trust**......................................... $ 376,664,605 0.35%
17. InterCapital Quality Municipal Securities**..... $ 369,469,302 0.35%
18. Municipal Income Trust**........................ $ 313,826,386 0.35% on assets up to $250 million and 0.25% on
assets over $250 million.
19. Municipal Income Trust II**..................... $ 282,210,098 0.40% on assets up to $250 million and 0.30% on
assets over $250 million.
20. Municipal Income Trust III**.................... $ 62,748,837 0.40% on assets up to $250 million and 0.30% on
assets over $250 million.
21. Municipal Income Opportunities Trust**.......... $ 178,461,896 0.50%
22. Municipal Income Opportunities Trust II**....... $ 175,467,712 0.50%
23. Municipal Income Opportunities Trust III**...... $ 105,279,222 0.50%
24. Municipal Premium Income Trust**................ $ 363,460,739 0.40%
25. Dean Witter Select Municipal Reinvestment
Fund***......................................... $ 91,931,282 0.50%
<FN>
- ------------------------------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the reinvestment
of UIT distributions
(1) InterCapital has undertaken 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
to the extent that they exceed 0.50% of daily net assets and to waive the
compensation provided for in its investment management agreement with that
company in respect to the aforementioned Series until June 30, 1995.
(2) InterCapital has undertaken 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 until June 30, 1995.
</TABLE>
I-2
<PAGE>
MUNICIPAL INCOME TRUST III
ANNUAL MEETING OF SHAREHOLDERS -- JUNE 22, 1995
PROXY
The undersigned hereby appoints ROBERT M. SCANLAN, EDMUND C. PUCKHABER,
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
Municipal Income Trust III on June 22, 1995 at 9:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated April 24, 1995 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND FOR THE
PROPOSALS.
(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)
Jack F. Bennett, Michael Bozic, and Charles A. Fiumefreddo
(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
ADVISORY 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.
129
</TABLE>
Please sign personally. If the
share is 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
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
