Registration No. 33-33598
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 Opportunities Trust III . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)
LouAnne McInnis. . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ x ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1995
The Annual Meeting of Shareholders of MUNICIPAL INCOME OPPORTUNITIES 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 October
31, 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 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 March 31,
1996; 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 August 4, 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,
Secretary
August 9, 1995
New York, New York
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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.
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<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST III
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 31, 1995
This statement is furnished in connection with the solicitation of proxies
by the Trustees of MUNICIPAL INCOME OPPORTUNITIES TRUST III (the "Trust") for
use at the Annual Meeting of Shareholders of the Trust to be held on October
31, 1995, and at any adjournments thereof. (The Trust was formerly named
Allstate Municipal Income Opportunities Trust III.)
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 August 4, 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 August 4, 1995 there were 10,883,406 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 August 9, 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.
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<PAGE>
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 amended (the "Act"). 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:
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 of Trustees of the Trust may recommend. All of
the nominees have consented to being named in this proxy statement and to
serve if elected. The Trust knows no reason why any of said nominees would be
unable or unwilling to accept nomination or election. Trustees will be
elected by a plurality of the votes cast at the meeting. 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 (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 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 for Trustee at any
Annual Meeting will, if elected, serve a term of up to approximately three
years running for the period assigned to that class and terminating at the
date of the Annual Meeting of Shareholders so designated by the Board of
Trustees, or any adjournment thereof. As a consequence of this method of
election, the replacement of a majority of the Board of Trustees could be
delayed for up to two years. 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 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 August 4, 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 77 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 March, 1990; 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 Company;
director or trustee of various not-for-profit and business organizations.
3
<PAGE>
MICHAEL BOZIC, Trustee since April, 1994; age 54; Private Investor;
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 (January, 1987-August, 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, Dean Witter Services Company
Inc. ("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 March, 1990; 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 (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 (since June, 1985); 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 NASDAQ (since June, 1995);
Director of Greenwich Capital Markets, Inc. (broker- dealer); formerly Vice
Chairman of the Board of Governors of the Federal Reserve System (February,
1986-August, 1990) and Assistant Secretary of the U.S. Treasury (1982-1986).
PAUL KOLTON, Trustee since March, 1990; 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.
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* 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>
MICHAEL E. NUGENT, Trustee since July, 1991; age 59; 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.
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 65; 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 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,
Robert S. Giambrone, Joseph J. McAlinden, Joseph Arcieri, Gerard J. Lian and
Katherine H. Stromberg are Vice Presidents of the Trust and Marilyn K.
Cranney, Barry Fink, 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) and Director of DWTC. Mr. Willison is 51 years old and is currently
Senior Vice President of InterCapital. Mr. Caloia is 49 years old and is
currently First Vice President and Assistant Treasurer of InterCapital and
DWSC. Mr. Giambrone is 42 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August, 1995). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 52 years old
and is currently Senior Vice President of InterCapital (since June, 1995). He
was formerly a Managing Director at Dillon Read. Mr. Arcieri is 47 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). 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 Mr. Scanlan,
Mr. Giambrone, Mr. McAlinden, Mr. 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 of the date of this proxy
statement, there are a total of 77 Dean Witter Funds, comprised of 117
portfolios. As of July 31, 1995, the Dean Witter Funds had total net assets
of approximately $67.3 billion and more than five million shareholders.
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<PAGE>
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
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
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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 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.
For the fiscal year ended March 31, 1995, the Board of Trustees of the
Trust held 5 meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee held 3, 9 and 2 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.
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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.
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 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 28.75% of his
or her Eligible Compensation plus 0.4791666% 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 57.50% after ten
years of service. The foregoing percentages may be changed by the Board.(1)
"Eligible Compensation" is one-fifth of the total compensation earned by such
Eligible Trustee for service to the 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, 58 Dean Witter Funds have adopted the retirement program.
---------------
(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.
8
<PAGE>
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 March 31, 1995 and the estimated retirement benefits for
the Trust's Independent Trustees as of March 31, 1995.
<TABLE>
<CAPTION>
TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------ ---------------------------------------------------------------
ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ESTIMATED
AGGREGATE BENEFITS OF 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>
Jack F. Bennett ............ $2,000 $ 866 8 46.0% $2,209 $1,016
Michael Bozic .............. 1,850 114 10 57.5 1,950 1,121
Edwin J. Garn .............. 1,850 505 10 57.5 1,950 1,121
John R. Haire .............. 4,950(4) 2,055 10 57.5 5,093 2,929
Dr. Manuel H. Johnson ..... 1,950 208 10 57.5 1,950 1,121
Paul Kolton ................ 2,000 959 10 57.0 2,425 1,383
Michael E. Nugent .......... 1,800 356 10 57.5 1,950 1,121
John L. Schroeder .......... 1,900 223 8 47.9 1,950 934
<FN>
---------------
(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, $3,400 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 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/ 73 DEAN WITTER
OF 73 DEAN WITTER OF 13 TCW/DW TRUSTEES AND FUNDS AND 13
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS AUDIT COMMITTEES TCW/DW FUNDS
--------------------------- ----------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Jack F. Bennett ............ $125,761 -- -- $125,761
Michael Bozic .............. 82,637 -- -- 82,637
Edwin J. Garn .............. 125,711 -- -- 125,711
John R. Haire .............. 101,061 $66,950 $225,563(5) 393,574
Dr. Manuel H. Johnson ..... 122,461 60,750 -- 183,211
Paul Kolton ................ 128,961 51,850 34,200(6) 215,011
Michael E. Nugent .......... 115,761 52,650 -- 168,411
John L. Schroeder .......... 85,938 -- -- 85,938
<FN>
---------------
(5) For the 73 Dean Witter Funds.
(6) For the 13 TCW/DW Funds.
</TABLE>
9
<PAGE>
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"). The Trust's Advisory Agreement, which took
effect upon the distribution by Sears, Roebuck and Co. ("Sears") to its
shareholders of all the Common Shares of DWDC (the parent company of
InterCapital and DWR) then owned by Sears, 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 October 25, 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 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
continously 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
10
<PAGE>
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 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 $525,869 during the
fiscal year ended March 31, 1995. The net assets of the Trust totalled
$104,937,266 at March 31, 1995.
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
corporate 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) and the costs and expense of preparing, printing (including
typesetting) and distributing prospectuses for such purposes; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees
of the 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.
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
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
11
<PAGE>
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 and its 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 March
31, 1995, the Trust accrued to DWSC, pursuant to an Administration Agreement,
total compensation of $315,521.
The Principal Executive Officers 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 Directors and Executive Officers 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 of the Trust and sets forth the net assets of and the fees payable
to InterCapital 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 March 31, 1995, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Adviser, transfer agency fees of $48,767.
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 March 31,
1995, the Trust paid no brokerage commissions to DWR.
12
<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 March 31,
1996. 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.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than April 12, 1996 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 March 31,
1995, 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 attached form of proxy,
or their substitutes, will vote 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
August 4, 1995.
<TABLE>
<CAPTION>
NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 08/04/95 OR ADVISORY FEE RATE(S)
-------------- ------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* .. $1,033,186,821 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* ..... $79,615,191 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* $415,862,394 0.35% (1)
4. DEAN WITTER NATIONAL MUNICIPAL TRUST* ......... $56,311,526 0.35% (2)
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* .... $212,602,045 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ...... $1,300,496,027 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** ........................................ $237,887,282 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ................................... $197,185,386 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** ................................... $61,609,355 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND TRUST** ... $109,228,607 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** . $590,159,348 0.35%
12. INTERCAPITAL INSURED MUNICIPAL SECURITIES** ... $136,886,176 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST** ........ $481,367,538 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** ................................... $91,081,308 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** . $739,381,576 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST** ........................................ $376,447,404 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ... $362,486,249 0.35%
18. MUNICIPAL INCOME TRUST** ....................... $311,623,010 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
19. MUNICIPAL INCOME TRUST II** .................... $281,385,847 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 08/04/95 OR ADVISORY FEE RATE(S)
-------------- ------------------------------
<S> <C> <C>
20. MUNICIPAL INCOME TRUST III** ................... $62,832,171 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST** ........ $178,023,766 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST II** ..... $175,799,868 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST III** .... $105,426,507 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST** ............... $363,210,105 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND*** ........................................ $81,419,774 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 December 31, 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 December 31, 1995.
</TABLE>
A-2
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST III
ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 31, 1995
PROXY
The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER,
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 III on October 31, 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 August 9, 1995 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 [X] OR [X] IN BLUE OR BLACK INK.
1. ELECTION OF TRUSTEES:
[ ] FOR ALL NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)
Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo
(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 [ ]
119
and in their discretion in the transaction of any other business which may
properly come before the meeting.
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
corporations.
Dated
----------------------
----------------------
Signature
----------------------
Signature
