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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
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[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)
Lou Anne McInnis
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Fee previously paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1997
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 Room,
44th Floor, 2 World Trade Center, New York, New York 10048, on October 24,
1997 at 10:00 a.m., New York City time, for the following purposes:
1. To elect four (4) Trustees to serve until the year 2000 Annual
Meeting or until their successors shall have been elected and qualified;
2. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending March 31,
1998; and
3. 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 July 31, 1997 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which have been received by the
date of the Meeting.
BARRY FINK,
Secretary
August 12, 1997
New York, New York
IMPORTANT
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST III
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 24, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MUNICIPAL INCOME OPPORTUNITIES
TRUST III (the "Trust"), for use at the Annual Meeting of Shareholders of the
Trust to be held on October 24, 1997 (the "Meeting"), and at any adjournments
thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of Proposal 2. A proxy may be revoked at any time prior
to its exercise by any of the following: written notice of revocation to the
Secretary of the Trust, execution and delivery of a later dated proxy to the
Secretary of the Trust (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.
Holders of shares of the Trust ("Shareholders") as of the close of
business on July 31, 1997, 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 July 31, 1997 there were 10,573,906 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
percentage ownership of shares of the Trust changes from time to time
depending on purchases and sales by Shareholders and the total number of
shares outstanding.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation
of proxies will be by mail, which may be supplemented by solicitation by
mail, telephone or otherwise through Trustees, officers of the Trust or
officers and regular employees of Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Adviser"), Dean Witter Trust FSB ("DWT"),
Dean Witter Services Company Inc. ("DWSC") and/or Dean Witter Reynolds Inc.
("DWR"), without special compensation therefor. In addition, the Trust may
employ William F. Doring & Co. as proxy solicitor, the cost of which is not
expected to exceed $3,000 and will be borne by the Trust. The first mailing
of this proxy statement is expected to be made on or about August 12, 1997.
William F. Doring & Co. and DWT may call Shareholders to ask if they
would be willing to have their votes recorded by telephone. The telephone
voting procedure is designed to authenticate Shareholders' identities, to
allow Shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been recorded
properly. No recommendation will be made as to how a Shareholder should vote
on any Proposal other than to refer to the recommendations of the Board. The
Trust has been advised by counsel that these procedures are consistent with
the requirements of applicable law. Shareholders voting by telephone will be
asked for their social security number or other identifying information and
will be given an opportunity to authorize proxies to vote their shares in
accordance with their instructions.
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<PAGE>
To ensure that the Shareholders' instructions have been recorded correctly
they will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card. With respect to the
solicitation of a telephonic vote by William F. Doring & Co., additional
expenses would include $7.00 per telephone vote transacted, $3.00 per
outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers which would be borne by the Trust.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at nine. There are presently eight Trustees (as
noted below, Mr. Wayne E. Hedien's term as Trustee will commence on September
1, 1997), four of whom (Edwin J. Garn, John R. Haire, Michael E. Nugent and
Philip J. Purcell) are standing for election at this Meeting to serve until
the year 2000 Annual Meeting, in accordance with the Trust's Declaration of
Trust, as amended.
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). Mr. Hedien, who was elected by the Shareholders of
the Trust at a Special Meeting of Shareholders on May 20, 1997 and whose term
will commence on September 1, 1997, also will be an Independent Trustee. The
other two current Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are
"interested persons" (as that term is defined in the 1940 Act) of the Trust
and InterCapital and thus are not Independent Trustees. The nominees for
election as Trustees of the Trust have been proposed by the Trustees now
serving or, in the case of the nominees for positions as Independent
Trustees, by the Independent Trustees now serving. All of the Trustees have
been elected by the Shareholders of the Trust.
The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
Edwin J. Garn, John R. Haire, Michael E. Nugent and Philip J. Purcell. Should
any of the nominees become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such person or persons as the Board may recommend. All of the
nominees have consented to being named in this Proxy Statement and to serve
if elected. The Trust knows no reason why any of said nominees would be
unable or unwilling to accept nomination or election. The election of each
Trustee requires the approval of a majority of the shares of the Trust
represented and entitled to vote at the Meeting.
Pursuant to the provisions of the Trust's Declaration of Trust (Section
2.2, as amended), the nominees for election as Trustees are divided into
three separate classes, each class having a term of three years. The term of
office of one of the three classes will expire each year.
The Board of Trustees previously determined that any nominee for election
as Trustee will stand for election as Trustee in one of the three classes of
Trustees as follows: Class I-Messrs. Bozic and Fiumefreddo; Class II-Messrs.
Hedien, Johnson and Schroeder; and Class III-Messrs. Garn, Haire, Nugent and
Purcell. Each nominee for Trustee at any Annual Meeting will, if elected,
serve a term of up to approximately three years running for the period
assigned to that class and terminating at the date of the Annual Meeting of
Shareholders so designated by the Board, or any adjournment thereof. As a
consequence of this method of election, the replacement of a majority of the
Board could be delayed for up to two years. In accordance with the above, the
Class III Trustees are standing for election at this Meeting and, if elected,
will serve until the year 2000 Annual Meeting or until their successors shall
have been elected and qualified.
3
<PAGE>
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 July 31, 1997 (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 84 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 14 investment companies for which
InterCapital's wholly-owned subsidiary, DWSC, serves as manager and TCW Funds
Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Funds").
The nominees for Trustee to be elected at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 64; 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 Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp. (health insurance); member of the board of various
civic and charitable organizations.
JOHN R. HAIRE, Trustee since March, 1990; age 72; 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; Chairman of the
Audit Committee and Chairman of the Committee of the Independent Trustees and
Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation,
an investment adviser (1964-1978); Director of Washington National
Corporation (insurance).
MICHAEL E. NUGENT, Trustee since July, 1991; age 61; General Partner,
Triumph Capital, L.P., a private investment partnership; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice
President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.
PHILIP J. PURCELL, Trustee since April, 1994, age 53; Chairman of the
Board of Directors and Chief Executive Officer of Morgan Stanley, Dean
Witter, Discover & Co. ("MSDWD"), DWR and Novus Credit Services Inc.;
Director of InterCapital, DWSC and Dean Witter Distributors Inc.
("Distributors"); Director or Trustee of the Dean Witter Funds; Director
and/or officer of various MSDWD Subsidiaries.
The Trustees who are not standing for reelection at this Meeting are:
MICHAEL BOZIC, Trustee since April, 1994; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November, 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.;
Director of Eaglemark Financial Services, Inc., the United Negro College Fund
and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee since July, 1991; age 64; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the Dean Witter Funds; Chairman,
Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and
Director of DWT; Director and/or officer of various MSDWD subsidiaries;
formerly Executive Vice President and Director of Dean Witter, Discover & Co.
(until February, 1993).
WAYNE E. HEDIEN, age 63; Retired; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated
4
<PAGE>
with the Allstate Companies (1966-1994), most recently as Chairman of The
Allstate Corporation (March 1993-December 1994) and Chairman and Chief
Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company
(July 1989-December 1994); director of various other business and charitable
organizations.
DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 48; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June, 1995); Director of Greenwich
Capital Markets Inc. (broker-dealer); Trustee of the Financial Accounting
Foundation (oversight organization for the Financial Accounting Standards
Board), formerly Vice Chairman of the Board of Governors of the Federal
Reserve System (1986-1990) and Assistant Secretary of the U.S. Treasury
(1982-1986).
JOHN L. SCHROEDER, Trustee since April, 1994; age 66; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
the Citizens Utilities Company; formerly, Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September,
1995).
The executive officers of the Trust other than shown above are: Barry
Fink, Vice President, Secretary and General Counsel; Robert M. Scanlan, Vice
President; Mitchell M. Merin, Vice President, Joseph J. McAlinden, Vice
President; Robert S. Giambrone, Vice President; James F. Willison, Vice
President; and Thomas F. Caloia, Treasurer. In addition, Katherine H.
Stromberg, Joseph Arcieri and Gerard J. Lian serve as Vice Presidents and
Marilyn K. Cranney, Lou Anne D. McInnis, Ruth Rossi, Carsten Otto, Frank
Bruttomesso and Todd Lebo serve as Assistant Secretaries. Mr. Fink is 42
years old and is currently Senior Vice President (since March, 1997),
Secretary and General Counsel (since February, 1997) of InterCapital and DWSC
and (since August, 1996) Assistant Secretary of DWR; he is also Senior Vice
President (since March, 1997), Assistant Secretary and Assistant General
Counsel (since February, 1997) of Distributors. He was previously First Vice
President, Assistant Secretary and Assistant General Counsel of InterCapital
and DWSC. Mr. Scanlan is 61 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 DWT. He was previously Executive Vice President of InterCapital
(July, 1992-March, 1993). Mr. Merin is 43 years old and is currently
President and Chief Strategic Officer of InterCapital and DWSC, Executive
Vice President of Distributors and DWT and Director of DWT, Executive Vice
President, Chief Administrative Officer and Director of DWR, and Director of
SPS Transaction Services, Inc. and various other MSDWD subsidiaries. Mr.
McAlinden is 54 years old and is currently Executive Vice President of
InterCapital (since April, 1996); he is also Chief Investment Officer of
InterCapital and Director of DWT (since April, 1996). He was previously
Senior Vice President of InterCapital (June, 1995-April, 1996) and prior
thereto a Managing Director at Dillon Reed. Mr. Giambrone is 43 years old and
is currently Senior Vice President of InterCapital, DWSC, Distributors and
DWT (since August, 1995) and Director of DWT (since April, 1996). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. Willison is 53 years old
and is currently Senior Vice President of InterCapital. Mr. Caloia is 51
years old and is currently First Vice President and Assistant Treasurer of
InterCapital and DWSC. Ms Stromberg is 48 years old and is currently Vice
President of InterCapital. Mr. Arcieri is 48 years old and is currently Vice
President of InterCapital. Mr. Lian is 42 years old and is currently Vice
President of InterCapital. Other than Messrs. Giambrone and McAlinden, each
of the above officers has been an employee of InterCapital or DWR (formerly
the corporate parent of InterCapital) for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees currently consists of eight (8) trustees; as noted
above, Mr. Hedien's term will commence on September 1, 1997. These same
individuals also serve as directors or trustees for all of the Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of
this Proxy Statement, there are a total of 84
5
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Dean Witter Funds, comprised of 127 portfolios. As of July 31, 1997, the Dean
Witter Funds had total net assets of approximately $92.1 billion and more
than six million shareholders.
Six Trustees and Mr. Hedien (77% of the total number) have no affiliation
or business connection with InterCapital or any of its affiliated persons and
do not own any stock or other securities issued by InterCapital's parent
company, MSDWD. These are the "disinterested" or "independent" Trustees. The
other two Trustees (the "Management Trustees") are affiliated with
InterCapital. Four of the six Independent Trustees are also Independent
Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Dean Witter Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. Indeed,
by serving on the Funds' Boards, certain Trustees who would otherwise be
qualified and in demand to serve on bank boards would be prohibited by law
from doing so.
All of the current Independent Trustees serve as members of the Audit
Committee and the Committee of the Independent Trustees. Three of them also
serve as members of the Derivatives Committee. The Committees hold some
meetings at InterCapital's offices and some outside InterCapital. Management
Trustees or officers do not attend these meetings unless they are invited for
purposes of furnishing information or making a report. The Funds do not have
any nominating or compensation committees.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
and distribution and underwriting agreements; continually reviewing Fund
performance; checking on the pricing of portfolio securities, brokerage
commissions, transfer agent costs and performance, and trading among Funds in
the same complex; and approving fidelity bond and related insurance coverage
and allocations, as well as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; and preparing and submitting
Committee meeting minutes to the full Board.
Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.
For the fiscal year ended March 31, 1997, the Board of Trustees of the
Trust held seven meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held two, ten
and three 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 COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE
The Chairman of the Committee of the Independent Trustees and Audit
Committee maintains an office at the Funds' headquarters in New York. He is
responsible for keeping abreast of regulatory and industry
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<PAGE>
developments and the Funds' operations and management. He screens and/or
prepares written materials and identifies critical issues for the Independent
Trustees to consider, develops agendas for Committee meetings, determines the
type and amount of information that the Committees will need to form a
judgment on various issues, and arranges to have that information furnished
to Committee members. He also arranges for the services of independent
experts and consults with them in advance of meetings to help refine reports
and to focus on critical issues. Members of the Committees believe that the
person who serves as Chairman of both Committees and guides their efforts is
pivotal to the effective functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Adviser 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 Committee of the Independent Trustees and the Audit
Committee 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 and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of
separate groups of Independent Trustees arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds
complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. As
of the date of this proxy statement, each Trustee is in compliance with the
policy. Any future Trustee will be given a one year period following his or
her election within which to comply with the foregoing. As of June 30, 1997,
the total value of the investments by the Trustees and/or their spouses in
shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $9.5 million.
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As of the record date for this meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees
as a group was less than 1 percent of the Trust's shares of beneficial
interest outstanding.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $1,000 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the Trust pays the Chairman of the
Audit Committee an annual fee of $750 and pays the Chairman of the Committee
of the Independent Trustees an additional annual fee of $1,200). If a Board
meeting and a Committee meeting, or more than one Committee meeting, take
place on a single day, the Trustees are paid a single meeting fee by each
Trust. The Trust also reimburses such Trustees for travel and other
out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees and officers of the Trust who are or have been employed by
the Investment Adviser or an affiliated company receive no compensation or
expense reimbursement from the Trust.
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended March 31, 1997.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------
<S> <C>
Michael Bozic .............. $1,800
Edwin J. Garn .............. 1,900
John R. Haire .............. 3,550
Dr. Manuel H. Johnson....... 1,850
Michael E. Nugent .......... 1,900
John L. Schroeder........... 1,900
</TABLE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1996 for
services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF FOR SERVICE AS
COMMITTEES OF CHAIRMAN OF
FOR SERVICE INDEPENDENT COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTOR/TRUSTEES INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND AND AUDIT TRUSTEES AND FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AUDIT 82 DEAN WITTER
OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS TCW/DW FUNDS TCW/DW FUNDS
- --------------------------- ----------------- ---------------- ----------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $138,850 -- -- -- $138,850
Edwin J. Garn .............. 140,900 -- -- -- 140,900
John R. Haire .............. 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson....... 137,100 66,483 -- -- 203,583
Michael E. Nugent .......... 138,850 64,283 -- -- 203,133
John L. Schroeder........... 137,150 69,083 -- -- 206,233
</TABLE>
8
<PAGE>
As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including the Trust, have adopted a retirement program under which an
Independent Trustee who retires after serving for at least five years (or
such lesser period as may be determined by the Board) as an Independent
Director or Trustee of any Dean Witter Fund that has adopted the retirement
program (each such Fund referred to as an "Adopting Fund" and each such
Trustee referred to as an "Eligible Trustee") is entitled to retirement
payments upon reaching the eligible retirement age (normally, after attaining
age 72). Annual payments are based upon length of service. Currently, upon
retirement, each Eligible Trustee is entitled to receive from the Adopting
Fund, commencing as of his or her retirement date and continuing for the
remainder of his or her life, an annual retirement benefit (the "Regular
Benefit") equal to 25.0% of his or her Eligible Compensation plus 0.4166666%
of such Eligible Compensation for each full month of service as an
Independent Director or Trustee of any Adopting Fund in excess of five years
up to a maximum of 50.0% after ten years of service. The foregoing
percentages may be changed by the Board.(1) "Eligible Compensation" is
one-fifth of the total compensation earned by such Eligible Trustee for
service to the Adopting Fund in the five year period prior to the date of the
Eligible Trustee's retirement. Benefits under the retirement program are not
secured or funded by the Adopting Funds.
The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Trust for the fiscal year ended March 31,
1997 and by the 57 Dean Witter Funds (including the Trust) for the year ended
December 31, 1996, and the estimated retirement benefits for the Trust's
Independent Trustees, to commence upon their retirement, from the Trust as of
March 31, 1997 and from the 57 Dean Witter Funds as of December 31, 1996.
RETIREMENT BENEFITS FROM THE TRUST AND ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL FUNDS RETIREMENT
------------------------------ BENEFITS ESTIMATED ANNUAL
ESTIMATED ACCRUED AS BENEFITS
CREDITED YEARS ESTIMATED EXPENSES UPON RETIREMENT(2)
OF SERVICE AT PERCENTAGE OF --------------------------- --------------------------
NAME OF INDEPENDENT RETIREMENT ELIGIBLE BY THE BY ALL FROM THE FROM ALL
TRUSTEE (MAXIMUM 10) COMPENSATION TRUST ADOPTING FUNDS TRUST ADOPTING FUNDS
- -------------------------- -------------- --------------- ------------ -------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic ............. 10 50.0% $ 341 $20,147 $ 875 $ 51,325
Edwin J. Garn ............. 10 50.0 479 27,772 875 51,325
John R. Haire ............. 10 50.0 (483)(3) 46,952 2,211 129,550
Dr. Manuel H. Johnson .... 10 50.0 204 10,926 875 51,325
Michael E. Nugent ......... 10 50.0 342 19,217 875 51,325
John L. Schroeder.......... 8 41.7 652 38,700 729 42,771
</TABLE>
(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.
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.
(3) This number reflects the effect of the extension of Mr. Haire's term as
Trustee until June 1, 1998.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
THE INVESTMENT ADVISER AND THE INVESTMENT ADVISORY AGREEMENT
InterCapital serves as the investment adviser for the Trust pursuant to an
investment advisory agreement entered into between the Trust and InterCapital
dated May 31, 1997 ("Advisory Agreement") which took effect
9
<PAGE>
upon the consummation of the merger of Dean Witter, Discover & Co. with
Morgan Stanley Group Inc. The Agreement was approved by the Board of Trustees
of the Trust on February 21, 1997 and by the Trust's Shareholders at a
Special Meeting of Shareholders held on May 20, 1997. The Advisory Agreement
supersedes an earlier investment advisory agreement between the Trust and
InterCapital and is identical in all material respects, including fees
payable by the Trust thereunder, to the earlier investment advisory
agreement, except for the dates of effectiveness and termination.
THE ADVISORY AGREEMENT
The Advisory Agreement provides that InterCapital shall obtain and
evaluate such information and advice relating to the economy and securities
and commodity markets as it deems necessary or useful to discharge its duties
under the Advisory Agreement and that it shall continuously supervise the
management of the assets of the Trust in a manner consistent with the
investment objectives and policies of the Trust and subject to such other
limitations and directions as the Board of the Trust may, from time to time,
prescribe.
InterCapital pays the compensation of the officers of the Trust and
provides the Trust with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. InterCapital also pays for the services of personnel in connection
with the pricing of the Trust's shares and the preparation of prospectuses,
proxy statements and reports required to be filed with federal and state
securities commissions (except insofar as the participation or assistance of
independent accountants and attorneys is, in the opinion of InterCapital,
necessary or desirable). In return for its services and the expenses
InterCapital assumes under the Advisory Agreement, the Trust pays
InterCapital compensation which is computed weekly and payable monthly and
which is determined by applying the following annual rate of 0.50% to the
Trusts' average weekly net assets. Pursuant to the Advisory Agreement, the
Trust accrued to the Investment Adviser total compensation of $514,840 during
the fiscal year ended March 31, 1997. The net assets of the Trust totalled
$104,937,266 at March 31, 1997.
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;
10
<PAGE>
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 will continue in effect for an initial term
expiring April 30, 1999 and will continue in effect from year to year
thereafter, provided such continuance is approved at least annually by vote
of a majority, as defined in the Act, of the outstanding voting securities of
the Trust or by the Trustees of the Trust, and, in either event, by the vote
cast in person by a majority of the Trustees who are not parties to the
Advisory Agreement or "interested persons" of any such party (as defined in
the 1940 Act) at a meeting called for the purpose of voting on such approval.
The Advisory Agreement also provides that it may be terminated at any time
by the Investment Adviser, the Trustees 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 MSDWD, a preeminent global financial services firm
that maintains leading market positions in each of its three primary
businesses -securities, asset management and credit services.
InterCapital's wholly-owned subsidiary, DWSC, pursuant to an
Administration Agreement, 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. For the fiscal year ended March 31, 1997, the
Trust accrued to DWSC administrative fees of $308,904.
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 MSDWD and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital and Director of DWR, Distributors, InterCapital, DWSC and DWT; James
F. Higgins, President and Chief Operating Officer of Dean Witter Financial
and Director of DWR, Distributors, InterCapital, DWSC and DWT; 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
DWT; Christine A. Edwards, Executive Vice President, Secretary and Chief
Legal Officer of MSDWD, 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 Strategic and
Administrative Officer of MSDWD and Executive Vice President, Chief Financial
Officer and Director of Distributors, InterCapital and DWSC.
The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585
Broadway, New York, New York 10036; the business address of the Executive
Officer and other Directors is Two World Trade Center, New York, New York 10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to that of the Trust, and sets forth the fees
payable to InterCapital by such companies, including the Trust, and their net
assets as of July 31, 1997.
11
<PAGE>
MSDWD has its offices at 1585 Broadway, New York, New York 10036. There
are various lawsuits pending against MSDWD 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, 1997, the Trust accrued to DWT, the
Trust's Transfer Agent and an affiliate of the Investment Adviser, transfer
agency fees of $42,776.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of InterCapital. For the fiscal year ended March 31,
1997, the Trust paid no brokerage commissions to DWR.
(2) 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,
1998. Its selection is being submitted for ratification or rejection by
shareholders at the Meeting. Price Waterhouse LLP has been the independent
accountants for the Trust since its inception, and has no direct or indirect
financial interest in the Trust.
A representative of Price Waterhouse LLP is expected to be present at the
Meeting and will be available to respond to appropriate questions of
Shareholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE
TRUST.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which have been received by the
date of the Meeting.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares
held in street name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
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 April 16, 1998, for
inclusion in the proxy statement for that meeting. The mere submission of a
proposal does not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal securities laws
must be met.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR ITS FISCAL YEAR ENDED MARCH 31,
1997, HAS BEEN PREVIOUSLY SENT TO SHAREHOLDERS AND IS AVAILABLE WITHOUT
CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT DEAN WITTER TRUST FSB,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS), (TOLL-FREE).
INTEREST OF CERTAIN PERSONS
MSDWD, InterCapital, DWR, DWSC and certain of their respective Directors,
Officers, and employees, including persons who are Trustees or Officers of
the Trust, may be deemed to have an interest in certain of the proposals
described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of MSDWD.
Such companies and persons may thus be deemed to derive benefits from the
approvals by Shareholders of such proposals.
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, to vote all shares that they are entitled to vote on
any such matter, utilizing such proxy in accordance with their best judgment
on such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
13
<PAGE>
APPENDIX
InterCapital serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart
showing the net assets of each such investment company as of July 31, 1997
and the investment management or advisory fee rate(s) applicable to such
investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/97 OF NET ASSETS
---------------------- ------------------------------------------
<S> <C> <C>
1.DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*..................................... $ 28,493 (Class A) 0.55% on assets up to $500 million, scaled
938,862,713 (Class B) down at various asset levels to 0.45% on
219,053 (Class C) assets over $1.25 billion
10,048 (Class D)
2.DEAN WITTER LIMITED TERM MUNICIPAL
TRUST*.................................... 55,012,474 0.50%
3.DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST*.................................... 382,468,106 0.35%
4.DEAN WITTER NATIONAL MUNICIPAL TRUST* .... 91,034,548 0.35%
5.DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*..................................... 10,051 (Class A) 0.55% on assets up to $500
177,361,412 (Class B) million and 0.525% on assets
12,051 (Class C) over $500 million
10,051 (Class D)
6.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* . 328,272 (Class A) 0.50% on assets up to $500
148,502 (Class B) million, scaled down at
201,052 (Class C) various asset levels to 0.325%
1,140,231,233 (Class D) on assets over $1.25 billion
7.INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST**............................ 251,267,645 0.35%
8.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES**.............................. 211,841,633 0.35%
9.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES**.............................. 65,546,705 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**................................... 110,512,387 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**................................... 596,678,052 0.35%
12.INTERCAPITAL INSURED MUNICIPAL
SECURITIES**.............................. 140,574,484 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** ... 491,954,139 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**.............................. 97,333,346 0.35%
A-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/97 OF NET ASSETS
---------------------- ------------------------------------------
15.INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**................................... $745,322,554 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST**................................... 386,202,064 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**.............................. 369,681,065 0.35%
18.MUNICIPAL INCOME TRUST**.................. 306,799,094 0.35% on assets up to $250 million and
0.25% on assets over $250 million
19.MUNICIPAL INCOME TRUST II**............... 278,422,955 0.40% on assets up to $250 million and
0.30% on assets over $250 million
20.MUNICIPAL INCOME TRUST III**.............. 63,865,621 0.40% on assets up to $250 million and
0.30% on assets over $250 million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** ... 181,377,820 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES
TRUST II**................................ 179,915,533 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES
TRUST III**............................... 105,179,369 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST**.......... 356,548,479 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND***................................... 92,051,871 0.50%
26.DEAN WITTER HAWAII MUNICIPAL TRUST* ..... 4,208,242 0.35% (1)
</TABLE>
- ------------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions
(1) InterCapital has undertaken, until January 1, 1998, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Dean Witter Hawaii Municipal Trust and to waive the compensation
provided for in its investment management agreement with that company.
A-2
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST III
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Municipal Income Opportunities Trust III on October 24, 1997, at 10:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August 12, 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of four (4) Trustees:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
2. Ratification of appointment of Price Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
----------------------------
Please make sure to sign and date this Proxy using black or blue ink.
---------------------------------
---------------------------------
Shareholder sign in the box above
---------------------------------
---------------------------------
Co-Owner (if any) sign in the box above
- -----------------------------------------------------------------------------
PRX 00119 [arrow up][arrow up] PLEASE DETACH AT PERFORATION [arrow up][arrow up]
MUNICIPAL INCOME OPPORTUNITIES TRUST III
IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.
